TERMS & CONDITIONS
TERMS & CONDITIONS USER AGREEMENT
This Terms & Conditions User Agreement (the “Agreement”) is by and between Mallory Majcher LLC, dba MALLORY may-CHUR Creative (the “Company”) and you the user (the “User”). User and Company may also be referred to herein individually as a “Party” or collectively as the “Parties”.
WHEREAS, Company owns, and is the administrator of, the website www.mallorymaychur.com
WHEREAS, User desires to access and use Site, and Company agrees to grant User access to and use of Site; and
WHEREAS, the Parties intend to put in writing their agreement concerning the terms and conditions of User’s access to and use of Site, which are more fully set forth below.
NOW THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants contained herein, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Acceptable Use: By accessing and/or using the Site, User, represents, warrants, and agrees to the following:
A. User is at least 18 years of age;
B. The information User submits in User’s registration form is true, accurate, and complete, and User will maintain and update this information during the term of this Agreement so that it remains true, accurate, current, and complete;
C. User will not interfere with or disrupt any of the Site’s servers, networks, or equipment in connection with the Site;
D. User will not attempt to gain unauthorized access to any computer system or network connected to the Site;
E. User will not transmit, upload, email, post, or otherwise make available through the Site:
• any junk mail, spam, or unsolicited email or bulletin board postings
• any unlawful, harassing, libelous, abusive, threatening, defamatory, vulgar, obscene, racist, harmful, or otherwise objectionable material of any kind
• any information or material that infringes a third-party right, including but not limited to intellectual property rights and/or privacy rights
• any software viruses, Trojan horses, worms, or any other malicious application or code; or
• any information or material which may constitute or encourage conduct that is a criminal offense, a civil wrong, or otherwise violates any applicable law.
F. User will not violate any applicable laws, rules, regulations, or ethical codes;
G. User will not impersonate any person or entity or make any false statement regarding User’s employment or affiliation with any person or entity;
H. User will not stalk, threaten, or harass any Site administrator or other Site users, or infringe on or attempt to infringe on the privacy of any Site administrator or other Site user;
I. User will not use Site in any way that causes, or may cause, damage to Site or impairment of the availability or accessibility of Site; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
J. User will not use Site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, or other malicious computer software;
K. User will not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to Site without express written consent of Company;
L. User will not use Site for any purposes related to marketing without Company’s express written consent.
2. Modification and Termination of Services: Company may modify or discontinue, temporarily or permanently, any service part of Site, with or without notice to User and without liability to User or any third party. Company, in its sole discretion and for any reason, may terminate User’s use of Site, and refuse any and all current or future use by User of Site.
3. Fees and Payments: User agrees to abide by the pricing terms listed on the Site for services rendered to you by Company. User may make payments by using the credit card, debit card, or PayPal account User has on file with Company. User expressly authorizes payments for all fees for each transaction occurring under User’s account. User will ensure that all credit card and payment information User provides is accurate, correct, and kept updated at all times, and that User is fully authorized to use such credit card and payment information. User will reimburse Company for any expenses incurred by Company to collect fees owed by User. Company reserves the right to charge interest on any past due amounts of 2% per month or the highest amount permitted by law (if lower). If a payment method is invalid, and a User incurs any past due amounts, Company reserves the right to charge any payment methods associated with the User’s account for any past due amounts (including any taxes and late fees) until such amounts are paid in full. Company’s billing system is not fault-free; therefore, Company shall not be liable for any problems, miscalculations, or malfunctions in processing payments. If you believe a mistake has occurred, please contact Company at firstname.lastname@example.org.
A. User is responsible for maintaining the confidentiality of User’s password, username, and any other security information related to User’s account. User is fully responsible for all activities that occur under User’s account.
B. Company may disclose User information, including, but not limited to, personal information, transcripts, surveys, and recordings, if Company reasonably believes that disclosure (i) is necessary to comply with a legal process (such as a court order, subpoena, search warrant, etc.) or other legal requirement of any governmental authority; (ii) would potentially mitigate Company’s liability in an actual or potential lawsuit; (iii) is necessary or appropriate to protect Company’s rights or property, or the rights or property of any person or entity; (iv) is necessary or appropriate to enforce this Agreement (including, but not limited to, ensuring payment of fees by Users), or (v) is necessary to deter illegal behavior (including, but not limited to, fraud).
5. User Content. By accessing and/or using the Site, User, represents, warrants, and agrees to the following:
A. User hereby grants Company an unlimited, irrevocable, royalty-free license to use, reproduce, edit, copy, transmit, distribute, publicly display, publicly perform, create derivative works based on, on a worldwide basis, any information or content that you post, transmit, deliver, or receive via the Site. User also grants to Company the right to sub- license these rights, and the right to bring an action for infringement of these rights;
B. User content shall not be illegal or unlawful, must not infringe any third party's legal rights, and shall not be capable of giving rise to legal action whether against User or Company or a third party (in each case under any applicable law). User shall not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint;
C. Company reserves the right to edit or remove any material submitted to Site, or stored on Company’s servers, or hosted or published upon Site by User;
D. Notwithstanding Company’s rights under these terms and conditions in relation to user content, Company does not undertake to monitor the submission of such content to, or the publication of such content on, Site.
This section shall survive expiration or termination of this Agreement.
6. Intellectual Property: The Site contains copyrighted material, trade secrets, trademarks, patents and other proprietary information owned by Company, one of its affiliated companies, or its licensors (“Intellectual Property”). This Agreement does not grant to User any rights to any Intellectual Property appearing on the Site or any services offered by Company. User may not create any derivative or similar work or technology based upon any Intellectual Property on the Site. User may not sub-license, assign, transfer, sell or make any other commercial use of his or her Use of the Site. Company, its affiliated companies or its suppliers are the sole owners of all Intellectual Property. Except as otherwise expressly set forth or provided in this Agreement, Company, its affiliated companies or its suppliers shall retain all ownership rights in and to all Intellectual Property and content displayed on Site, including copies of data transferred or received by User through the Site. This section shall survive expiration or termination of this Agreement.
7. Sites Content: User acknowledges, consents, and agrees to the following related to Site and any information, images, links, materials, text, etc. that appear on the Site (the “Site’s Content”):
A. Company has made every effort to keep the Site up and running smoothly, but that Company shall not be responsible for damage caused to User as a result of the Site being temporarily unavailable due to technical issues beyond Company’s control.
B. Company makes no representations or warranties of any kind, express or implied, that the Site is free of viruses or harmful components, and therefore, Company shall not be liable for any loss or damage including without limitation, any special, direct, indirect, consequential, or incidental damages that occur due to the Site being infected with any virus or harmful components.
C. Company makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to any Site Content for any purpose.
D. User shall rely on the Site’s Content at User’s own risk and Company shall not be liable for any loss or damage (including but not limited to special, direct, indirect, consequential, or incidental damages) whether in an action of contract, negligence, or other tort, resulting from or in connection with the use of the Site or the Site’s Content.
8. Limitation of Liability: USER EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY, ITS AFFILIATES, AND ANY OF THE FOREGOING'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS SHALL NOT BE LIABLE TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE) REGARDLESS OF WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, IN TORT OR OTHERWISE AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY OR NEGLIGENCE. THIS SECTION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
9. Indemnification: User shall defend, indemnify and hold Company, its affiliates and its and their officers, directors, employees, consultants, representatives and agents (collectively, the "Indemnified Parties") harmless from any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against an Indemnified Party related to: (a) any breach of any representation, warranty, covenant or agreement made or to be performed by User according to this Agreement; (b) any content User submits, posts or transmits through Site or otherwise provided by User; and (c) User's use of Site. This section shall survive expiration or termination of this Agreement.
10. Breach: Without prejudice to Company’s other rights under this Agreement, if User breaches this Agreement in any way, Company may take such action as Company deems appropriate to deal with the breach, including but not limited to, suspending User’s access to the Site, prohibiting User from accessing the Site, blocking computers using User’s IP address from accessing the Site, contacting User’s internet service provider to request that they block User’s access to the Site and/or pursuing legal action against User.
11. Modification: Company may revise this Agreement from time-to-time. Revised terms and conditions will apply to the use of Site from the date of the publication of the revised terms and conditions on Site. Please check this page regularly to ensure you are familiar with the current version.
12. Complete Agreement and Assignment: This document (along with the Exhibits, as applicable) contains the entire agreement between the Parties and supersedes any prior or contemporaneous discussions, negotiations, representations, or agreements between the Parties relating to this Agreement. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.
13. Severability: If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
14.Headings and Recitals: The section headings contained herein are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. The Recitals at the top of this Agreement are incorporated herein by reference.
15. Notices: All notices, requests, demands, claims, and other communications hereunder will be in writing. A Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth at the top of this Agreement using any reasonable means (including personal delivery, expedited courier, messenger service, fax, ordinary mail, or email), but no such notice, request, demand, claim, or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. A Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.
16. Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Kansas, without giving effect to any choice or conflict of law provision or rule (whether of the state of Kansas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Kansas.