Terms and Conditions
Last Updated on May 2, 2019
PLEASE READ THIS AGREEMENT BEFORE USING MUZIKPRESS’ SERVICES. BY ACCESSING OR USING MUZIKPRESS’S IDENTITY MANAGEMENT SOFTWARE OR SERVICES OFFERING, YOU (the “Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR MUZIKPRESS’ SOFTWARE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.
1.1 The Company used herein shall be construed as a collective reference to the Company and its affiliated subsidiaries unless otherwise specifically mentioned.
1.3 Certain Services being provided may be subject to additional rules and regulations set down in that respect. To the extent that these Terms and Conditions are inconsistent with the additional conditions set down, the additional conditions shall prevail. The discretion of putting up additional conditions for particular services is vested solely with the Promoters.
1.4 The Customer acknowledges that the SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict the Company’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties
2. Legal Undertaking
2.1 By accessing our services on the Website, the users will be deemed to have legal capacity under Clause 2.1 of these Terms.
2.2 The Services being offered by us are governed by the English Law and any matters relating to the Services shall be resolved under the American Law and the Courts of Texas shall have exclusive jurisdiction over the same.
2.3 If any user partakes or subscribes to the Services being offered by our website or affiliates, he/she undertakes the responsibility of ensuring that he is not in breach of any national, state or municipal laws of the country that he/she is domiciled in. The Promoters waive off any liability against any user accessing our Services illegally.
2.4 It is deemed the responsibility of the users to check with their state and municipal authorities to ensure that they are within the confines of legality of the place they are residing in.
3.1 The Company explicitly denies any responsibility, unless expressly agreed to by a separate agreement, for warehousing and providing storage facility for any products or service-allied items to be sold by the seller to any buyer under this Agreement.
4. Customer Restriction
4.1 The Customer shall not, and shall not permit anyone to
4.1.1 copy or republish the SaaS Services or Software,
4.1.2 make the SaaS Services available to any person other than authorized users,
4.1.3 use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties;
4.1.4 modify or create derivative works based upon the SaaS Services or Documentation,
4.1.5 remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation,
4.1.6 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or
4.1.7 access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, the Company shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein.
4.2 The Customer agrees to assign all right, title and interest it may have in the foregoing to MuzikPress.
5. Refund Policy
5.1 All commissions payable to The Company by the Seller for registration in lieu of the option of exchange of services for consideration, are final and non-refundable.
6. Legal Immunity in Service Contracts
6.1 Each Registered User hereby acknowledges and agrees that The Company is NOT a party to any oral or written Agreement for Service or any contract entered into between Registered Users in connection with any Service offered, directly or indirectly, through the Website.
7. Agency Relationships
8. Waiver of Liability
8.1 The Company shall not be responsible or liable for any loss or damage of any sort whatsoever incurred as the result of any such transaction or dealings. If there is a dispute between participants on the website, or between registered users or any website user and any third party, the user acknowledges and agrees that The Company is under no obligation to become involved. In the event that a dispute arises between the user and one or more website users, registered users or any third party, you hereby release The Company, its officers, managers, members, directors, employees, attorneys, agents, and successors in rights from any claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, foreseeable or unforeseeable, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the website or any service provided thereunder.
9. Orders and Payments
9.1 The Customer shall order SaaS Services pursuant to the showcasing on the Website.
9.2 All services acquired by Customer shall be governed exclusively by this SaaS Agreement and the applicable pricing.
9.3 In the event of a conflict between the terms of a Schedule and this SaaS Agreement, the terms of the Website shall take precedence.
9.4 Unless otherwise provided in the Pricing, the Company shall invoice Customer for all fees on the Pricing page on the effective date.
9.5 The Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars, and must be paid by Customer to the Company in United States Dollars.
9.6 The Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on the Company’s net income, capital or corporate franchise.
10.1 “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this SaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is deemed Confidential Information of Customer. MuzikPress software and Documentation are deemed Confidential Information of MuzikPress.
10.2 During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
10.3 Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
11. Dispute Resolution
11.1 If a dispute arises between the User and the Company, the goal is to provide the user with a neutral and cost effective means of resolving the dispute quickly. Accordingly, the User and the Company hereby agree that they shall resolve any claim or controversy at law and equity that arises out of this Agreement or the Website in accordance with this Agreement. Before resorting to the filing of a formal lawsuit, it is strongly encouraged that the user first contact the Company directly to seek a resolution via e-mail at email@example.com. The dispute shall be resolved through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
11.2 Except as expressly provided to the contrary in this Agreement, each section, paragraph, term, and provision of this Agreement is severable, and if, for any reason, any part is held to be invalid or contrary to, or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency, or tribunal with competent jurisdiction, that ruling will not impair the operation of, or otherwise affect, any other portions of this Agreement, which will continue to have full force and effect and bind the parties.
11.3 If any covenant which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited, and/or length of time, but would be enforceable if modified, you and we agree that the covenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction whose law determines the covenant’s validity.
11.4 You agree to be bound by any promise or covenant imposing the maximum duty the law permits which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement.
11.5 We and you may by written instrument unilaterally waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice to the other or another effective date stated in the notice of waiver. Any waiver granted will be without prejudice to any other rights we or you have, will be subject to continuing review, and may be revoked at any time and for any reason effective upon delivery of ten (10) days’ prior written notice.
11.6 We and you will not waive or impair any right, power, or option this Agreement reserves (including, without limitation, our right to demand exact compliance with every term, condition, and covenant or to declare any breach to be a default and to terminate this Agreement before its term expires) because of any custom or practice at variance with this Agreement’s terms; our or your failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other’s compliance with this Agreement, including, without limitation; our waiver of or failure to exercise any right, power, or option, whether of the same, similar, or different nature. No special or restrictive legend or endorsement on any check or similar item given to us will be a waiver, compromise, settlement, or accord and satisfaction. We are authorized to remove any legend or endorsement, which then will have no effect.
11.7 If we incur costs and expenses due to your failure to pay when due amounts owed to us, to submit when due any reports, information, or supporting records, or otherwise to comply with this Agreement, you agree to reimburse us for all of the costs and expenses that we incur, including, without limitation, reasonable accounting, attorneys’ and related fees. However, in the event of litigation, the prevailing party shall be entitled to recover, at all trial and appellate levels, its costs and expenses, including reasonable attorney’s fees.
11.8 Our and your rights under this Agreement are cumulative, and our or your exercise or enforcement of any right or remedy under this Agreement will not preclude our or your exercise or enforcement of any other right or remedy which we or you are entitled by law to enforce.
11.9 Before you and we may bring an action in court against the other, you and we must first meet to mediate the dispute (except as otherwise provided below). Any such mediation shall be non-binding and shall be conducted by the Singapore Mediation Centre. Notwithstanding the previous sentence, the parties may mutually agree on a mediator and/or procedures and/or venue for mediation. Notwithstanding anything to the contrary, this shall not bar you or us from obtaining judicial or injunctive relief for claims that are based solely on demands for money owed, or from obtaining injunctive relief against threatened conduct that will cause it loss or damages, under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary injunctions, without having to engage in mediation; including, without limitation, claims involving the Marks.
11.10 The non-binding mediation provided for under this Agreement shall be commenced by the party requesting mediation (the “complainant”) providing written notice of the request for mediation (the “request”) to the party with whom mediation is sought (the “respondent”). The request shall specify with reasonable particularity the matter or matters on which non-binding mediation is sought. A copy of the request shall be given by the complainant simultaneously to us if we are not a complainant or respondent.
11.11 Non-binding mediation commenced under this Section shall be concluded within sixty (60) days of the issuance of the request or such longer period as may be agreed upon by the parties in writing. All aspects of the mediation process shall be treated as confidential, shall not be disclosed to others, and shall not be offered or admissible in any other proceeding or legal action whatever. Complainant and respondent shall each bear its own costs of mediation, and each shall bear one-half the cost of the mediator or mediation service.
11.12 You and your owners agree not to bring any claim asserting that any of the marks are generic or otherwise invalid. Except with regard to your obligation to pay us and our affiliate(s) service fee payments, cooperative contributions, and other payments due from you pursuant to this agreement or otherwise, any claims between the parties must be commenced within eighteen (18) months from the date on which the party asserting the claim knew or should have known of the facts giving rise to the claim, or such claim shall be barred. The parties understand that such time limit might be shorter than otherwise allowed by law. You and your owners agree that your and their sole recourse for claims arising between the parties shall be against us or our successors and assigns. You and your owners agree that our members, managers, directors, officers, employees, agents, and affiliate(s) shall not be personally liable nor named as a party in any action between us or our affiliate(s) and you or your owners. We, you and your owners further agree that, in connection with any such proceeding, each must submit or file any claim which would constitute a compulsory counterclaim (as defined by rule 13 of the federal rules of civil procedure) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed as described above, will be forever barred. The parties agree that any proceeding will be conducted on an individual, not a class-wide, basis, and that a proceeding between us and you or your owners may not be consolidated with another proceeding between us and any other person or entity, nor may any claims of another party or parties be joined with any claims asserted in any action or proceeding between us and you. No previous course of dealing shall be admissible to explain, modify, or contradict the terms of this agreement. No implied covenant of good faith and fair dealing shall be used to alter the express terms of this agreement.
11.13 If applicable law implies a covenant of good faith and fair dealing in this Agreement, we and you agree that such covenant shall not imply any rights or obligations that are inconsistent with a fair construction of the terms of this Agreement and that this Agreement grants us the right to make decisions, take actions and/or refrain from taking actions not inconsistent with your rights and obligations hereunder.
11.14 You and your owners agree that all actions arising under this Agreement or otherwise as a result of the relationship between you and us must be commenced in a state or federal court of competent jurisdiction within such state or judicial district in which we have our principal place of business at the time the action is commenced, and you (and each owner) irrevocably submit to the jurisdiction of those courts and waive any objection you (or the owner) might have to either the jurisdiction of or venue in those courts
11.15 Except for your obligation to indemnify us for third party claims, and except for punitive damages available to either party under federal law, we and you waive to the fullest extent permitted by law any right to or claim for any punitive or exemplary damages against the other and agree that, in the event of a dispute between us and you, the party making a claim will be limited to equitable relief and to recovery of any actual damages it sustains. We and you irrevocably waive trial by jury in any action, proceeding, or counterclaim, whether at law or in equity, brought by either of us.
12. Governing Law
12.1 This Agreement, and all claims arising from the relationship between us and you will be governed by the laws of the law of Texas, US without regard to its conflict of laws rules, except that any Texas law may not apply unless its jurisdictional requirements are met independently without reference to this paragraph.
13. Personal Data
13.1 The Customer hereby acknowledges and agrees that MuzikPress’ performance of this SaaS Agreement may require MuzikPress to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to the Company, the Customer agrees that the Company and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling the Company to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to the Company, the Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive.
13.2 The Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and the Company’s SaaS.
13.3 The Customer confirms that the Customer is solely responsible for any Personal Data that may be contained in Content, including any information which the SaaS User shares with third parties on Customer’s behalf.
13.4 The Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by the Company under this Agreement, including that such processing according to Customer’s instructions will not place the Company in breach of applicable data protection laws.
13.5 Prior to processing, Customer will inform the Company about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions.
13.6 The Customer is responsible for ensuring that the Company’s SaaS meets such restrictions or special requirements.
14. Limitation of Liability
14.1 In no event shall the Company, or its respective officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, service professionals, suppliers, attorneys or agents, be liable to you for any direct, indirect, incidental, special, punitive, consequential or exemplary damages (including but not limited to loss of business, revenue, profits, use, data or other economic advantage) whatsoever resulting from any (i) access to or use of the website or any services offered by any service professionals via the website, including services provided pursuant to an agreement formed independently of the website, whether or not an agreement for service formed via the website is in effect; (ii) errors, mistakes, or inaccuracies of data, marks, content, information, materials or substance of the website or submitted content; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein; (iv) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the website by any third party; (v) any interruption or cessation of transmission to or from the website; (vi) any errors or omissions in any data, content, information, materials or substance of the website or submitted content; (vii) any failed negotiations for a service, any disputes that arise during or after the negotiation of a service or the formation of a contract for a service, or any other dispute that arises between users of the website; (viii) any defamatory, offensive, or illegal conduct of any third party or service user or service professional; or (ix) any use of any data, marks, content, information, materials or substance of the website or submitted content posted, emailed, transmitted, or otherwise made available on or through the website, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not The Company is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
14.2 In no event shall the total, aggregate liability of The Company, or any of the above-referenced respective parties, arising from or relating to the website, and/or submitted content exceed the total amount of fees actually paid to The Company by the User hereunder.
14.3 The User hereby acknowledges and agrees that The Company shall not be liable for submitted content or the defamatory, offensive, or illegal conduct of any third party or service user or service provider and that the risk of harm or damage from the foregoing rests entirely with you. The User further acknowledges and agrees that the Company shall not be liable for any direct, indirect, incidental, special, punitive, consequential or exemplary damages (including but not limited to loss of business, revenue, profits, use, data or other economic advantage) whatsoever resulting from or relating to any contract between website users entered into independently of the website.
14.4 The website may contain links to third-party websites that are not owned or controlled by The Company. The Company does not have any control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, The Company will not and cannot censor or edit the content of any third-party site. By using the website, the User expressly relieves The Company from any and all liability arising from your use of any third party website.
15. No Third-party Beneficiaries
15.1 The User agrees that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
16.1 The User agrees that the Company may provide the user with notices, including those regarding changes to this Agreement, by email, regular mail, or postings on the Website.
17. Intellectual Property
17.1 Any personal data that you supply to the Promoter or authorise the Promoter to obtain from a third party shall be used by the Promoter to administer the Services.
17.2 In order to process, use, record and disclose your personal data the Promoter may need to transfer such information outside the territory of India, in which event the Promoter is responsible for ensuring that your personal data continues to be adequately protected during the course of such transfer.
18. Warranties by the Users
a) restricting, suspending, or terminating any User’s access to all or any part of The Company Services;
b) deactivating or deleting a User’s account and all related information and files on the account. Any amount remaining unused in the User’s account on the date of deactivation or deletion shall be transferred to the User’s bank account on record with the Company subject to a processing fee (if any) applicable on such transfers as set out herein.
18.2 Users agree to provide true, accurate, current and complete information at the time of registration and at all other times (as required by The Company). Users further agree to update and keep updated their registration information.
18.3 A User shall not register or operate more than one User account with The Company.
18.4 Users agree to ensure that they can receive all communication from The Company by marking e-mails from The Company as part of their “safe senders” list. The Company shall not be held liable if any e-mail remains unread by a User as a result of such e-mail getting delivered to the User’s junk or spam folder.
18.5 Any password issued by The Company to a User may not be revealed to anyone else. Users may not use anyone else’s password. Users are responsible for maintaining the confidentiality of their accounts and passwords. Users agree to immediately notify The Company of any unauthorized use of their passwords or accounts or any other breach of security.
18.6 Users agree to exit/log-out of their accounts at the end of each session. The Company shall not be responsible for any loss or damage that may result if the User fails to comply with these requirements.
18.7 Users agree not to use cheats, exploits, automation, software, bots, hacks or any unauthorised third party software designed to modify or interfere with The Company Services and/or The Company experience or assist in such activity.
18.8 Users agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying The Company or The Company Services.
18.9 Users agree that without The Company’s express written consent, they shall not modify or cause to be modified any files or software that are part of The Company’s Services.
18.10 Users agree not to disrupt, overburden, or aid or assist in the disruption or overburdening of (a) any computer or server used to offer or support The Company or the Company Services (each a “Server”); or (2) the enjoyment of The Company Services by any other User or person.
18.11 Users agree not to institute, assist or become involved in any type of attack, including without limitation to distribution of a virus, denial of service, or other attempts to disrupt The Company Services or any other person’s use or enjoyment of The Company Services.
18.12 Users shall not attempt to gain unauthorized access to the User accounts, Servers or networks connected to The Company Services by any means other than the User interface provided by The Company, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that underlies or is part of The Company Services.
18.13 Without limiting the foregoing, Users agree not to use The Company for any of the following:
a) To engage in any obscene, offensive, indecent, racial, communal, anti-national, objectionable, defamatory or abusive action or communication;
b) To harass, stalk, threaten, or otherwise violate any legal rights of other individuals;
c) To publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful content;
d) To Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s computer, The Company, any software, hardware, or telecommunications equipment;
e) To advertise, offer or sell any goods or services for any commercial purpose on The Company without the express written consent of The Company;
f) To Transmit content regarding services, products, surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters;
g) To advertise, offer or sell any goods or services for any commercial purpose on The Company without the express written consent of The Company;
h) To Transmit content regarding services, products, surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters;
i) To download any file, recompile or disassemble or otherwise affect our products that you know or reasonably should know cannot be legally obtained in such manner;
j) To falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;
k) To restrict or inhibit any other user from using and enjoying any public area within our sites;
l) To collect or store personal information about other Users;
m) To interfere with or disrupt The Company, servers, or networks;
n) To impersonate any person or entity, including, but not limited to, a representative of The Company, or falsely state or otherwise misrepresent User’s affiliation with a person or entity;
o) To forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through The Company or to manipulate User’s presence on The Company;
p) To take any action that imposes an unreasonably or disproportionately large load on our infrastructure;
18.14 To engage in any illegal activities. You agree to use our bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities (collectively, the “Forums”) only to send and receive messages and material that are proper and related to that particular Forum.
20. Termination of Agreement
20.3 Upon termination of your Account, the user’s right to participate in the Website, including, but not limited to, the right to offer or purchase Services and the right to receive any fees or compensation, including, without limitation, referral discounts, incentive bonuses, or other special offer rewards, shall automatically terminate.
20.4 Unless The Company has previously cancelled or terminated the use of the Website (in which case subsequent notice by The Company shall not be required), if the user provided a valid email address during registration, The Company will notify the user via email of any such termination or cancellation, which shall be effective immediately upon The Company’s delivery of such notice.
20.5 Upon Termination of Service, the following shall occur: all licenses granted to the user hereunder will immediately terminate; and the user shall promptly destroy all copies of information and other content belonging to the Company a in his/her possession or control. The user further acknowledges and agrees that The Company shall not be liable to the user or any third party for any termination of his/her access to the Website.
20.6 Upon Termination of Service, The Company retains the right to use any data collected from your use of the Website for internal analysis and archival purposes, and all related licenses the user have granted the Company hereunder shall remain in effect for the foregoing purpose. In no event is the Company obligated to return any Submitted Content to the user.
20.7 The user agree to indemnify and hold The Company, and its officers, managers, members, affiliates, successor, assigns, directors, agents, service professionals, suppliers, and employees harmless from any claim or demand, including reasonable attorneys’ fees and court costs, made by any third party due to or arising out of the Termination of Service.
21.1 You agree to indemnify, defend, and hold harmless us, our affiliate(s), and our and their respective members, directors, managers, officers, employees, agents, successors, and assigns (the “Indemnified Parties”) against, and to reimburse any one or more of the Indemnified Parties for, all claims, obligations, and damages directly or indirectly arising out of the Company’s Business’ operation, including all federal, state and local employment and labor laws and regulations, all data privacy laws, the business you conduct under this Agreement, or your breach of this Agreement, unless (and then only to the extent that) the claims, obligations, or damages are determined to be caused solely by our gross negligence or willful misconduct in a final, unappealable ruling issued by a court with competent jurisdiction; provided, however, that this indemnification shall not apply to matters where we have been found liable in a court of competent jurisdiction for causing the costs or claims.
21.2 For purposes of this indemnification, “claims” include all obligations, damages (actual, consequential, or otherwise), and costs that any Indemnified Party reasonably incurs in defending any claim against it, including, without limitation, reasonable accountants’, attorneys’, and expert witness fees, costs of investigation and proof of facts, court costs, travel and living expenses, and other expenses of litigation or alternative dispute resolution, regardless of whether litigation or alternative dispute resolution is commenced. Each Indemnified Party may defend any claim against it at your expense and agree to settlements or take any other remedial, corrective, or other actions. We have the right to designate attorneys that you must retain to defend any claims subject to this indemnification provision.
21.3 This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement’s expiration or termination. An Indemnified Party need not seek recovery from any insurer or other third party, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against you under this subparagraph. You agree that a failure to pursue a recovery or mitigate a loss will not reduce or alter the amounts that an Indemnified Party may recover from you under this subparagraph.
22. The Company’s Warranties
22.1 The User agrees that the use of the website shall be at his/her own risk. To the fullest extent permitted by law, and The Company and its officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, service professionals, suppliers, and agents disclaim all warranties, express, implied, statutory or otherwise, and make no warranties, representations, or guarantees in connection with this website, the services offered on or through this website, any data, materials, submitted content, relating to the quality, suitability, truth, accuracy or completeness of any information or material contained or presented on this website, including without limitation the materials, data and submitted content of other users of this site or other third parties.
22.2 Unless otherwise explicitly stated, to the maximum extent permitted by applicable law, this website, the services offered on or through this website, data, materials, submitted content, and any information or material contained or presented on this website is provided to the on an “as is”, “as available” and “where is” basis with no warranty of implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights.
22.3 The Company does not provide any warranties against errors, mistakes, or inaccuracies of data, content, information, materials, substance of the website or submitted content, any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, any bugs, viruses, trojan horses, or the like which may be transmitted to or through the website by any third party, any interruption or cessation of transmission to or from the website, any defamatory, offensive, or illegal conduct of any third party or service user or service provider, or any loss or damage of any kind incurred as a result of the use of any data, content, information, materials, substance of the website or submitted content posted, emailed, transmitted, or otherwise made available via the website.
22.4 The Company does not endorse, warrant, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the website or any hyperlinked site or featured in any banner or other advertisement. The Company will not be a party to or in any way be responsible for monitoring any transaction between you and any party, including third party service professionals of products or services. As with the use of any product or service, and the publishing or posting of any material through any medium or in any environment, you should use your best judgment and exercise caution where appropriate
23. Modification and Amendments
23.1 The user shall promptly notify the Company if there are any changes, updates or modifications to their information. Further, the user may also review, update or modify your information and user preferences by logging onto their Profile page on the Website.
23.2 The Company reserves the right to modify this Agreement at any time in accordance with this provision. If the Company modifies this Agreement, it shall be adequately reflected at the beginning of the Agreement regarding the last date of update.
23.3 If the user is not amicable with the revised Agreement, he/she may cancel his/her Account. If the user does not cancel the Account before the date of enforcement of Agreement, it would constitute acceptance of the revised Agreement.
24. Force Majeure
24.1 Neither The Company nor you shall be liable to the other for any delay or failure in performance under this Agreement, other than payment obligations, arising out of a cause beyond its control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
25. General Terms
25.2 No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
25.3 No joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this Agreement or your use of the Website.
25.4 The Company’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. 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 permitted under law.
25.5 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without the Company’s prior written consent. The Company may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
25.6 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
25.7 The User agrees that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
25.8 The section headings in this Agreement are for convenience only and have no legal or contractual effect.
26. Contact Information
26.1 Any questions or clarifications with respect to this Agreement or any complaints, comments, concerns or feedback can be sent to the Company at firstname.lastname@example.org.