By viewing, interacting with, creating an account, licensing content from, submitting information or content to, or otherwise using the Services, you agree to be bound by this Agreement. If you do not wish to be bound by this Agreement, you must not use or access (or continue to access) the Services.
By using the Services, you agree that you are at least 18 years of age and fully capable of entering into a legally binding contract. By creating an account in the name of an organization or group or by indicating that you are acting on behalf of a third-party, you agree that you are an authorized agent of that entity (the “Principal”) and have authority to accept this Agreement on Principal’s behalf. You and Principal agree to be jointly and severally liable for any breach of this Agreement by either of you, and that any rights granted hereunder inure solely to the benefit of Principal. (The term “you” shall be used throughout this Agreement to refer collectively to you and any Principal.) You may not use the Services if you are a competitor of Company.
We reserve the right, in our sole discretion, to modify, update, or otherwise change this Agreement at any time. By using the Services after such changes are posted, you agree to be bound by the changes. This Agreement was last modified on June 17, 2016.
B. INTELLECTUAL PROPERTY / LICENSING OF CONTENT
1. General: All content included in the Services, such as text, photos, video, graphics, sound, logos, computer code, and the arrangement and selection of such content (collectively, “Content”), is protected by copyrights, trademarks, and/or other intellectual property rights of Company and/or its third-party providers. Specifically, the trademarks “CONTENT THAT WORKS,” “CONTENTDIRECT,” THE CONTENT STORE,” “INEEDAGREATSTORY,” “BRIDES365,” “BODYANDMORE365,” “ENNOUNCED,” “HOMESTYLE365,” “JOBWEEK365,” “REW365,” “WHEELSDEALS365” and “HOLIDAYCELEBRATIONS365,” as well as the business names, logos, slogans, trade dress and all other marks in the Services are trademarks of Company or its third-party providers. No portion of the Services may be republished, reproduced, duplicated, copied, uploaded, downloaded, posted, transmitted, modified, sold, or otherwise exploited for any purpose that is not expressly permitted by Company or under copyright law. You acknowledge that you do not acquire any ownership rights by downloading material or licensing content from the Services. You acknowledge that you do not have any right to use, copy, publish, display, transmit, broadcast or otherwise exploit any Content except as necessary to access and use the Services or as expressly authorized in Section B.2 of this Agreement.
2. License: Subject to the terms of this Agreement and any additional terms displayed on the Services or as provided to you, we grant you a limited, non-exclusive, non-transferable and revocable license to use the Content for the purposes of accessing and reviewing the Services. A license to publish, display, transmit, or broadcast Content shall only by granted by an express license agreement (“License Agreement”) or invoice (“Invoice”) which expressly identifies the licensed Content (“Licensed Content”), the license fees, and restrictions or limitations on your license and use of the Licensed Content. Additional restrictions or limitations on your license and use of the Licensed Content may be set forth in the Services (including in the metadata of the Licensed Content) or provided to you by Company (“Additional Terms”). This Agreement and any License Agreement, Invoice or Additional Terms (collectively, the “Content License”) constitute the entire agreement between you and Company regarding any Licensed Content and supersede all previous communications, representations, or understandings, either oral or written, relating to Licensed Content. In the event of a conflict between terms of these various agreements, the License Agreement shall control, followed by the Additional Terms, the Invoice, and then this Agreement. By nature of the Content License, you are thereby granted a limited non-exclusive, non-transferrable license to use the Licensed Content in the manner expressly identified in the Content License.
You are prohibited from making any unlawful use the Content. You agree not to use any Content in a manner or in connection with material that: (a) infringes on any third-party intellectual property, publicity, privacy, moral (droit moral) or other legal rights; (b) violates any applicable law or regulation; (c) is defamatory, threatening, harassing, obscene, hateful, harmful to minors, or pornographic; (d) suggests an affiliation with or endorsement of any political party, person or entity, or in any manner that promotes a partisan agenda; (e) is false or misleading; (f) advocates illegal or immoral activities; (g) promotes physical or emotional harm in any way; (h) contains any viruses, Trojan horses, worms or other harmful components (including, but not limited to, computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information); (i) disparages or impugns the integrity of Company or any of its products or services; (j) is commercial in nature, other than as specifically permitted by the Services or a Content License; (k) constitutes unsolicited junk or bulk email (“spam”); or (l) is tortious or criminal.
Upon request by Company, you agree to grant Company access to your publishing platform (whether digital or print) so that Company may confirm compliance with these terms and the Content License and to provide Company with reporting and publication metrics (including circulation and page views).
Unless expressly authorized by your Content License, in the event of any permitted copying, redistribution or publication of Content, (1) you may not make any changes in or to the Content; (2) you may not delete or remove any trademarks, author attribution or copyright notices from the Content; (3) photographs and images contained in Licensed Content may not be used independently or separate from other Content with which it is licensed; (4) you may not use any Content as part of a trademark, service mark, or logo; and (5) you may not re-sell, distribute or sub-license the Content to any third party.
To the extent that you make any contributions to the Content or any derivative works from the Content, you hereby assign all rights, title and interest in and to such contributions or derivative works to Company.
Unless expressly authorized by your Content License, your use of the Content is limited as follows: (1) it is non-exclusive; (2) you may only use the Content in association with a single specific publication or URL; (3) it is non-transferrable; and (4) you may use the Content for editorial purposes (such as news and opinion), but not as part of an advertisement.
4. Termination of License: Company may terminate any license granted hereunder or in any Content License at any time for any reason whatsoever immediately upon notice to you. Company reserves the right to require you to immediately remove and discontinue use of Licensed Content where Company, in its sole discretion, chooses to withdraw the content from distribution upon notice to you at the email address provided in connection with your account. In the event of such notice or termination of the license, your sole remedy shall be to receive the amounts you actually paid to Company for the Content. Any and all rights you have to use the Content shall immediately terminate upon notice from Company in the event of any breach or violation of provisions of the License or this Agreement.
5. Payment of License Fees:
You agree to pay Company for all Licensed Content that you order or obtain from the Services, regardless of whether you actually make use of the Licensed Content. Unless expressly agreed in the Content License, no rights in or to the Content become effective until you have paid in full all amounts due in the Content License. You are responsible for the payment of all sales, use or other taxes arising from your use of the Content and/or any payments made in respect thereof, and all payments of any fee to Company shall be exclusive of all such taxes.
In the event that you use of any Content outside the scope of the rights granted in the Content License, you agree, without prejudice to any other rights or remedies available to Company and/or its licensors, to pay within thirty (30) days of such unauthorized use an amount equal to ten (10) times Company’s then-current rate card or standard rate. You acknowledge and agree that this paragraph is an essential condition of the rights granted to you hereunder. This paragraph is severable and shall survive any termination or expiration of the rights granted in this Agreement or in the Content License.
6. Protection of Content: For the protection of Company and its licensors, Content may be protected by copyright protection, management and/or identification measures. Such measures may include encryption devices and digital watermarking and/or may permit electronic tracking of Content. Except as expressly authorized in a Content License, you are prohibited from disabling, interfering or otherwise circumventing any and all such protection measures. You further agree to undertake all commercially reasonable efforts to prevent third parties from misappropriating or obtaining unauthorized access, use or transmission of the Content, and to promptly and fully inform Company in the event you become aware of such conduct and to cooperate in Company’s efforts to prevent and stop such conduct.
7. Notice of Copyright Infringement: If you believe in good faith that your copyrighted work has been reproduced through the Services without authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by postal mail or email at the following address: Edward Fenno, Esq., Fenno Law Firm, LLC, 171 Church Street, Suite 160, Charleston, South Carolina 29401, email: firstname.lastname@example.org. This contact information is only for suspected copyright infringement. Contact information for other matters is provided elsewhere in the Services.
C. SUBMISSION OF CONTENT BY USERS
In certain places, the Services may allow users to submit content (such as comments, account holder information, announcements, job listings or information that you request we post publicly) – either directly to the Services (including to us through the Services) or through third-party service providers. While we generally would like to permit you to provide content to or through the Services, there are certain restrictions on your providing content. They are as follows:
1. License: By submitting content, you grant Company a perpetual, non-exclusive, worldwide, royalty-free, irrevocable, fully and freely assignable and sub-licensable license to any rights you have in the content submitted – including, but not limited to, the rights to use, display, publish, translate, reproduce, distribute, modify, prepare derivative works based upon, and perform publicly your content (or any part thereof) online and offline in any form, media or technology now known or hereafter devised. You further agree that Company and its licensees have the right to use your name and likeness in connection with Company’s publication, display, modification, distribution or other use of such content. Company is free to use any ideas, techniques, inventions, concepts, know-how, or other information that you provide to Company (whether directly or through its third party service providers) for any purpose whatsoever without compensation or remuneration.
2. Standards: You agree not to submit any content that: (a) infringes on any third-party intellectual property, publicity, privacy, moral (droit moral) or other legal rights; (b) violates any applicable law or regulation; (c) is defamatory, threatening, harassing, obscene, hateful, harmful to minors, or pornographic; (d) suggests an affiliation with or endorsement of any political party, person or entity, or in any manner that promotes a partisan agenda; (e) is false or misleading; (f) advocates illegal or immoral activities; (g) promotes physical or emotional harm in any way; (h) contains any viruses, Trojan horses, worms or other harmful components (including, but not limited to, computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information); (i) disparages or impugns the integrity of Company or any of its products or services; (j) is commercial in nature, other than as specifically permitted by the Services; (k) constitutes unsolicited junk or bulk email (“spam”); or (l) is tortious or criminal.
3. Warranty / Indemnity: You warrant and guarantee that you own all intellectual property, proprietary, privacy, publicity, moral (droit moral) and other rights to any content that you submit. You further agree to defend, indemnify, and hold us harmless against: (a) any and all claims to the rights to content that you provide to us, (b) any and all claims that someone’s rights were violated by our display or other use of the content that you provide to us.
4. Monitoring of Content / Removal: You agree that Company has no responsibility to monitor, review, edit, remove or control any content or other information that you or others submit to us and/or the Services. You further agree that Company may, in its sole discretion, modify, remove or refuse to accept any content for any reason. We may also decline to modify or remove content that you submitted, despite your request. In addition, please be aware that we may not be able to modify or remove certain content, including without limitation content that has been distributed to or relied on by third parties.
5. Release: You agree that you are at least 18 years of age. You agree to release Company (including without limitation, for purposes of this Section C.5 of the Agreement, the officers, directors, employees, shareholders, owners, members, affiliates, subsidiaries, successors, assigns, licensors, licensees, third-party contractors, agents, attorneys and representatives of Content That Works, LLC) from any and all liability and obligations whatsoever in connection with or arising from Company’s use or non-use of content submitted by you or any third party.
7. No Endorsement / Recommendation: Company does not endorse, recommend, or take any responsibility for any content submitted to the Services by any advertiser, service provider, vendor, or other third-party, even if Company displays such content.
D. DISCLAIMER WITH RESPECT TO ADVERTISERS, CONTRACTORS AND OTHER THIRD PARTIES
Company has not reviewed all of the sites, or content of sites, that may be accessed from or linked to the Services. Company is not responsible for the content of any pages or Internet images, information, or data, which are not contained on the Services. Viewing of any and all other websites shall be at your own risk.
E. PROHIBITION ON USE / ENFORCEMENT OF TERMS
Company may at any time, for any reason, prohibit your further use in whole or in part of the Services. We may also take any action that we deem necessary to enforce this Agreement, and to protect against unlawful or improper use of the Services. You hereby expressly agree to waive any and all claims you may have (whether currently in existence and/or arising hereafter) against Company for any failure by us to enforce this Agreement, whether against you or a third party. Company’s failure to act in a particular circumstance does not waive its right to act with respect to that circumstance or other circumstances.
F. ACCESS LIMITS
Without Company’s express consent, you may not frame any pages from the Services, place pop-up windows over pages of the Services, or otherwise affect the display of the Services. Moreover, under no circumstances may you: (i) derive or attempt to derive the source or object code, source files or structure of the Services or their content by reverse engineering, disassembly, decompilation or any other means; (ii) attempt to access the accounts of others, or attempt to penetrate security measures of the systems of Company or its affiliates or contractors ("hacking"), whether or not the intrusion results in corruption or loss of data; or (iii) transmit to Company or by means of the Services any unauthorized or unsolicited advertising, junk or bulk e-mail, or any other form of unauthorized or unsolicited transmission. Company grants you permission to link to the Services (without framing them), but may revoke this permission at any time for any reason.
G. YOUR ACCOUNT
In order to obtain certain products or services through the Services, you may be required to set up an account. In such a case, you will be required to provide certain information about yourself when setting up the account. You may not provide inaccurate or incomplete information. You are responsible for any use of your account or the Services by anyone using your account password, email address, or other personal identifier. Thus, if for any reason you suspect that your account password or other identifying information has been compromised, you should contact Company at once.
H. PARENTAL CONTROL PROVISIONS
Pursuant to 47 U.S.C. § 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at Get Net Wise, www.getnetwise.org.
I. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Company (including without limitation, for purposes of this Section I of the Agreement, Content That Works, LLC and its officers, directors, employees, shareholders, owners, members, agents, affiliates, subsidiaries, successors, assigns, licensors, licensees, third party contractors, attorneys and representatives and any other parties involved in creating, producing or delivering the Services or any of the content, products or services available on or through the Services) HEREBY DISCLAIMS ALL EXPRESS AND/OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO AND DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (i) AS TO THE OPERATION OF THE SERVICES, AND/OR THE INFORMATION, CONTENT, MATERIALS, SERVICES OR PRODUCTS INCLUDED ON OR AVAILABLE THROUGH THE SERVICES; (ii) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, SERVICE, OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICES; (iv) THAT THE CONTENT DOES NOT INFRINGE ON THE RIGHTS OF YOU OR THIRD PARTIES; AND/OR (v) THAT THE CONTENT, THE SERVICES, THEIR SERVERS, OR E-MAIL SENT FROM OR ON BEHALF OF COMPANY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
COMPANY DOES NOT GUARANTY CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SERVICES. THE OPERATION OF THE SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF COMPANY.
UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (OTHER THAN DIRECT DAMAGES) THAT RESULT FROM THE CONTENT OF, USE OF, OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE SERVICES AND/OR DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO COMPANY’S RECORDS, PROGRAMS, OR SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), INFRINGEMENT, OR ANY OTHER BASIS – EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. WITH RESPECT TO DIRECT DAMAGES, YOUR REMEDY IS LIMITED TO A REFUND OF A MAXIMUM OF YOUR MOST RECENT TWELVE (12) MONTHS’ PAYMENTS FOR THE SERVICES AND DISCONTINUANCE OF USE OF (AND ANY MEMBERSHIP IN) THE SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND/OR SERVICES AVAILABLE ON OR THROUGH THE SERVICES.
THESE DISCLAIMERS AND LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, release and hold harmless Company (including without limitation, for purposes of this Section J of the Agreement, Content That Works, LLC, and its officers, directors, employees, shareholders, owners, members, agents, affiliates, subsidiaries, successors, assigns, licensors, licensees, third party contractors, attorneys and representatives and any other parties involved in creating, producing or delivering the Services or any of the content, products or services available on or through the Services) from all liabilities, claims and expenses, including attorney’s fees and costs, that arise from, concern, or are connected with your use or misuse of the Services or their content. Company reserves the right to assume the defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Company in asserting any available defenses and will pay all of Company’s attorneys’ fees and costs in such defense.
The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
L. GOVERNING LAW AND JURISDICTION
You agree that the laws of the State of South Carolina will govern this Agreement and your use of the Services. The state and/or federal courts of Charleston County, South Carolina, shall have exclusive jurisdiction over any litigation that may arise out of, or be related to, this Agreement and/or your use of the Services. You agree to waive any objection based on forum non conveniens or any objection to venue in Charleston County, South Carolina, of any such action.
M. INTERNATIONAL USE
Company makes no representation that the Services (including the content, services or products provided on or through them) are appropriate for or available to locations outside the United States of America; and using the Services from territories where it is illegal to do so is prohibited. Any offer for a product or service through the Services is void where prohibited. Use of the Services is done at your own risk and you are responsible for compliance with all local laws.
We have taken reasonable precautions to attempt to prevent security breaches in our Services. Nonetheless, Internet data transmission is not secure, and no computer networks are fully secure against third party hackers. As a result, we cannot guarantee the privacy or security of any email addresses or other personal data that you use with or provide to the Services -- whether stored on our computers or devices, or whether being delivered by email or otherwise. You are responsible to maintain any security procedures that you deem appropriate, such as encryption of data, to protect your data. You agree to notify us immediately of any potential security breach of which you are aware. In the event of a security breach that may affect you or anyone on your contact lists, we will notify you of the breach and provide a description of what happened; and, if we request it, you will promptly forward such information to the people on your contact lists.
You agree that this Agreement and all rights and licenses provided to Company under this Agreement are fully and freely assignable and sub-licensable by Company without further compensation or notice to you. You may not assign your rights or obligations under this Agreement to anyone else.
P. INTEGRATION AND MODIFICATION
Except as otherwise specified herein, this Agreement constitutes the entire agreement between you and Company with respect to the Services, and supersedes all prior or contemporaneous communications or proposals between you and Company with respect to the Services. You may not modify this Agreement other than by obtaining Company’s signed, written consent to such a modification.
Q. NOTICE / CONTACT
Company can be contacted at the address listed in the "Contact Us" sections of the Sites.
Legal notices shall be sent to Company at the following address: Content That Works, LLC, ATTN: Legal Department, 134 Columbus Street, Charleston, South Carolina 29403. Notice will be considered given upon receipt.
Company is entitled to assume that any address information that you provide to us is correct, and Company may contact you at such address. Notice will be considered given when sent.
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