Acceptance of Terms and Conditions
The following sets forth the agreement (this “Agreement”) between you and UNIQUIFY, Inc., a Delaware corporation, under which you may use the Uniquify website located at www.Uniquify.com (the “Website”) and all linked pages owned and operated by Uniquify, including, without limitation, all or any part of any content, visual interfaces, images, information, graphics, design, compilation, computer code, products, software, and services thereon. YOU ACKNOWLEDGE THAT PRIOR TO USING THE WEBSITE, YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT, WITHOUT MODIFICATION. BY USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OR ACCESS THE WEBSITE.
License to Use Website; Restrictions
Unless otherwise stated, we or our licensors own the intellectual property rights in the Website and material on the Website. Subject to the license below, all these intellectual property rights are reserved. You may view, download for caching purposes only, and print pages or other content from the Website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.
You may not:
(a) use, copy, modify, translate, publicly perform or display, transmit, publish, edit, adapt, reproduce, or transfer the right to use the Website (including republication on another website) or any materials on the Website; (b) distribute, sell, resell, sublicense, rent, lease, share, or lend any portion of the Website; (c) use our Website in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; (d) use our Website 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, rootkit or other malicious computer software; or (e) conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to our Website without our express written consent;
Access to certain areas of the Website is restricted and requires registering an account with us. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion. If you create a user ID and password to enable you to access the restricted areas of the Website or other content or services, you must ensure that the password is kept confidential. You must immediately notify us in writing if you become aware of any unauthorized use of your account or password. You are responsible for any activity on the Website arising out of any failure to keep your password confidential and may be held liable for any losses arising out of such a failure. We may disable your account at any time in our sole discretion with or without notice or explanation.
Advertising/Third Party Offers
In connection with your use of the Website, we may display certain third party advertising based on your current location or your use of the Website. Additionally, the Website may contain links to third party web sites, advertisements, or programs that are not controlled by or affiliated with Uniquify. Uniquify is not responsible for the content, offers or privacy policies of such third party advertising, sites and programs. Your dealings with third party sites are solely between you and the applicable third party. The Website may store and provide to Uniquify data about your interaction with the Website, including without limitation, data related to the content accessed while using the Website.
Third Party Categorizations
For the convenience of our customers, we categorize third party devices. This does not reflect the view of the manufacturer for such device.
You have no right to exploit Uniquify’s intellectual property except as specifically set forth in this Agreement. Uniquify retains ownership of all intellectual property rights (including, without limitation, copyrights, patents, know-how, trade secrets and any trademarks or service marks) in and relating to the Website.
Content Posted By You
You are solely responsible for any materials including, but not limited to, text, images, files, photos, video, audio, works of authorship or any other forms of data or communication and other material that you submit, publish or display on the Website or transmit to other members and/or other service users (“Content”). You acknowledge that once Content is published, you may not be able to remove it.
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. You may not submit any Content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party.
You may not provide any Content that falsely expresses or implies that such Content is sponsored or endorsed by Uniquify.
You may not provide any Content that is unlawful or that promotes or encourages illegal activity.
You understand and agree that Uniquify may review and delete any Content at any time, including if in the sole judgment of Uniquify such Content violates this Agreement, might be offensive, illegal or might violate the rights of, harm, or threaten the safety of other users of the Website and/or users of other websites.
You are solely responsible for your notes and comments posted on the Website. Uniquify reserves the right, but has no obligation, to monitor disputes between you and any person or entity on which you have commented.
You agree that you will only provide Content that you believe to be true and you will not purposely provide false or misleading information. All Content must reflect the your true, accurate and honest opinions and beliefs. If you provide a review, you may not be affiliated with a company that sells, distributes, or is otherwise affiliated with the product or service featured in any review you provide, nor may you be affiliated with any product or service that competes with the product or service featured in any review you provide. Other than by Uniquify, you cannot be compensated for submitting Content.
If you believe content on the Website infringes your copyright or other intellectual property rights, or is defamatory, you can send us an email at email@example.com. Please make sure your notice meets the Digital Millennium Copyright Act requirements.
Your License to Uniquify
By posting Content on the Website, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, Uniquify, its licensees, and the users of the Website, an irrevocable, perpetual, royalty-free, fully sub-licensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, distribute, modify and translate such Content and to prepare derivative works of, or incorporate into other works, such Content throughout the world in any media and through any channel Uniquify desires, including the Website. Further, you irrevocably waive, and cause to be waived, against such parties any claims and assertions of moral rights or attribution with respect to such Content. This license is non-exclusive, except you agree that Uniquify shall have the exclusive right to practice this license to the extent of combining your Content with the Content of other Website users for purposes of constructing or populating a searchable database of products, companies, images, videos, comments, links, notes, reviews and recommendations.
Liability; Disclaimers; No Warranties
THE WEBSITE AND ALL CONTENT THEREIN, IS PROVIDED ON AN “AS IS” BASIS. UNIQUIFY, AND ITS USERS, AFFILIATES, LICENSORS, AGENTS, MERCHANTS AND SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE YOU COMMENCE USING THE WEBSITE. THIS CONDITIONAL WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
THE WEBSITE AND ALL CONTENT THEREIN ARE PROVIDED FOR GENERAL RESEARCH, INFORMATIONAL, AND ENTERTAINMENT PURPOSES. YOU WILL USE YOUR OWN GOOD JUDGMENT WHEN EVALUATING ANY CONTENT OFFERED ON OR THROUGH THE WEBSITE AND YOU FULLY ACCEPT THE RISKS OF THE USE OF ANY SUCH CONTENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR USERS, LICENSORS, AGENTS, MERCHANTS AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, YOUR USE THEREOF OR IN ANY WAY RELATED TO THIS AGREEMENT.
YOU ACKNOWLEDGE THAT IN NO EVENT SHALL UNIQUIFY, OR ITS USERS, AGENTS, AFFILIATES, LICENSORS, OR SUPPLIERS, REGARDLESS OF THE CAUSE OF ACTION, HAVE ANY LIABLITY FOR ANY DAMAGES, INJURIES OR LOSSES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY ANY THIRD PARTIES AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE WEBSITE. YOU WAIVE AND RELEASE UNIQUIFY AND ITS USERS, AGENTS, AFFILIATES, LICENSORS, AND SUPPLIERS FROM ANY CLAIM, LIABILITIES, DAMAGES, OR INJURY ARISING FROM OR RELATING TO ANY ACT OR OMISSION OF ANY THIRD PARTY IN CONNECTION WITH SUCH UNDERLYING PRODUCTS OR SERVICES.
WE FURTHER DISCLAIM ALL LIABILIITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE WEBSITE. YOUR USE OF THE WEBSITE SERVICE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR ATTEMPT TO DOWNLOAD ANY MATERIAL OR CONTENT FROM THE WEBSITE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR PERSONAL INJURY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. In such case, to the maximum extent permitted under applicable law, the entire liability of Uniquify and its users, affiliates, licensors, agents and suppliers for any damages whatsoever, whether arising under contract, tort or otherwise, arising under or related to this Agreement, the Website or the use thereof, shall be limited to $100.
You acknowledge that the limitations in this section will apply even if the above stated remedy fails of its essential purpose.
You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including, without limitation, legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of this Agreement or arising out of any claim that you have breached any provision of this Agreement. Without prejudice to our other rights under this Agreement, if you breach this Agreement in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the Website, prohibiting you from accessing the Website, blocking computers using your IP address from accessing the Website, contacting your internet service provider to request that they block your access to the Website and/or bringing court proceedings against you.
Governing Law; Attorney’s Fees
This Agreement will be deemed to have been made in the State of California, and the provisions and conditions of this Agreement will be governed by and interpreted in accordance with the laws of the State of California, without regard to conflict of laws principles thereof. YOU AND UNIQUIFY AGREE THAT THE EXCLUSIVE VENUE FOR ANY DISPUTE RELATING TO THIS AGREEMENT IS SAN MATEO COUNTY, CALIFORNIA. YOU AND UNIQUIFY CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorney’s fees.
Any provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.
We may assign our interest in this Agreement. You may not assign or transfer this Agreement. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties. There are no third party beneficiaries to this Agreement, except as expressly set forth herein or agreed to by Uniquify.
The heading references herein are for convenience purposes only, do not constitute a part of Agreement, and shall not be deemed to limit or affect any of the provisions hereof.
Uniquify may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.
This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to this Agreement made by Uniquify as set forth above.
UNIQUIFY and the UNIQUIFY logo are trademarks of UNIQUIFY, Inc. which may be registered in various jurisdictions.
Reg. U.S. Pat. & Tm. Off.
All other trademarks or service marks displayed on the Site are the trademarks of their respective owners. You may not use any trademark or service mark appearing on this Website without the prior written consent of the owner of such mark, and nothing contained in this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark or service mark without such prior written consent.
Last updated: Dec. 21, 2017.