Last
updated
March 22, 2022
TABLE
OF CONTENTS
These Terms of Use
constitute a legally binding agreement made between you, whether personally or on behalf of an entity
(“you”) and __________
("Company
", “we”, “us”, or
“our”), concerning your access to and use of the __________ website as well as any other media form, media channel, mobile
website or mobile application related, linked, or otherwise connected thereto (collectively, the
“Site”).
You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these
Terms of Use
. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE
SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions
or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by
reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms
of Use at any time and for any reason. We will alert you about any changes by updating the “Last
updated” date of these Terms of Use, and you waive any right to receive specific notice of each such
change. Please ensure that you check the applicable Terms every time you use our Site so that you
understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to
have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date
such revised Terms of Use are posted.
The information
provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction
or country where such distribution or use would be contrary to law or regulation or which would subject us
to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose
to access the Site from other locations do so on their own initiative and are solely responsible for
compliance with local laws, if and to the extent local laws are applicable.
2.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise
indicated, the Site is our proprietary property and all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and
graphics on the Site (collectively, the “Content”) and the trademarks, service
marks, and logos contained therein (the “Marks”) are owned or controlled by us or
licensed to us, and are protected by copyright and trademark laws and various
other intellectual property rights and unfair competition laws of the United
States, international copyright laws, and international conventions. The Content and the Marks are provided
on the
Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms
of Use, no part of the Site and no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise exploited
for any commercial purpose whatsoever, without our express prior written
permission.
Provided that you
are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of the Content to
which you have properly gained access solely for your personal, non-commercial
use. We reserve all rights not expressly granted to you in and to the Site, the Content and the
Marks.
By using the Site,
you represent and warrant that:
(1)
you have the legal capacity and you agree to comply with these Terms of Use;
(2)
you are not a
minor in the jurisdiction in which you reside
;
(3)
you will not access the Site
through automated or non-human means, whether through a bot, script or
otherwise; (4)
you will not use the Site for any illegal or unauthorized
purpose; and (5)
your use of the Site
will not violate any applicable law or regulation.
If you provide any
information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or
terminate your account and refuse any and all current or future use of the Site (or any portion
thereof).
We accept the following forms of payment:
You may be required to purchase or pay a fee to
access some of our services. You agree to provide current, complete, and accurate purchase and account
information for all purchases made via the Site. You further agree to promptly update account and
payment information, including email address, payment method, and payment card expiration date, so that
we can complete your transactions and contact you as needed. We bill you through an online billing
account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed
required by us. We may change prices at any time. All payments shall be in
__________.
You agree to pay all charges or fees
at the prices then in effect for your purchases, and you authorize us to charge your chosen payment
provider for any such amounts upon making your purchase.
We reserve the right to correct any errors or
mistakes in
pricing, even if we have already requested or received payment. We also reserve
the right to refuse any order placed through the Site.
You can cancel your subscription at any time
__________
. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our
services, please email us at __________
.
You may not access
or use the Site for any purpose other than that for which we make the Site available. The Site may not be
used in connection with any commercial endeavors except those that are specifically endorsed or approved by
us.
As a user of the Site, you agree
not to:
- Systematically
retrieve data or other content from the Site to create or compile, directly or indirectly, a
collection, compilation, database, or directory without written permission from us.
- Trick,
defraud, or mislead us and other users, especially in any attempt to learn sensitive account
information such as user passwords.
- Circumvent,
disable, or otherwise interfere with security-related features of the Site, including features
that prevent or restrict the use or copying of any Content or enforce limitations on the use of
the Site and/or the Content contained therein.
- Disparage,
tarnish, or otherwise harm, in our opinion, us and/or the
Site.
- Use
any information obtained from the Site in order to harass, abuse, or harm another
person.
- Make
improper use of our support services or submit false reports of abuse or
misconduct.
- Use
the Site in a manner inconsistent with any applicable laws or
regulations.
- Engage
in unauthorized framing of or linking to the Site.
- Upload
or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material,
including excessive use of capital letters and spamming (continuous posting of repetitive text),
that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies,
impairs, disrupts, alters, or interferes with the use, features, functions, operation, or
maintenance of the Site.
- Engage
in any automated use of the system, such as using scripts to send comments or messages, or using
any data mining, robots, or similar data gathering and extraction
tools.
- Delete
the copyright or other proprietary rights notice from any
Content.
- Attempt
to impersonate another user or person or use the username of another
user.
- Upload
or transmit (or attempt to upload or to transmit) any material that acts as a passive or active
information collection or transmission mechanism, including without limitation, clear graphics
interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes
referred to as “spyware” or “passive collection mechanisms” or
“pcms”).
- Interfere
with, disrupt, or create an undue burden on the Site or the networks or services connected to
the Site.
- Harass,
annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion
of the Site to you.
- Attempt
to bypass any measures of the Site designed to prevent or restrict access to the Site, or any
portion of the Site.
- Copy
or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or
other code.
- Except
as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the
software comprising or in any way making up a part of the
Site.
- Except
as may be the result of standard search engine or Internet browser usage, use, launch, develop,
or distribute any automated system, including without limitation, any spider, robot, cheat
utility, scraper, or offline reader that accesses the Site, or using or launching any
unauthorized script or other software.
- Use
a buying agent or purchasing agent to make purchases on the
Site.
- Make
any unauthorized use of the Site, including collecting usernames and/or email addresses of users
by electronic or other means for the purpose of sending unsolicited email, or creating user
accounts by automated means or under false pretenses.
- Use
the Site as part of any effort to compete with us or otherwise use the Site and/or the Content
for any revenue-generating endeavor or commercial
enterprise.
7. USER GENERATED
CONTRIBUTIONS
The Site does not offer
users to submit or post content. We may provide you with the opportunity to create, submit,
post, display, transmit, perform, publish, distribute, or broadcast content and materials to us
or on the Site, including but not limited to text, writings, video, audio, photographs,
graphics, comments, suggestions, or personal information or other material (collectively,
"Contributions"). Contributions may be viewable by other users of the Site and through
third-party websites. As such, any Contributions you transmit may be treated in accordance with
the Site Privacy Policy. When you create or make available any Contributions, you thereby
represent and warrant that:
- The creation, distribution,
transmission, public display, or performance, and the accessing, downloading, or copying of your
Contributions do not and will not infringe the proprietary rights, including but not limited to
the copyright, patent, trademark, trade secret, or moral rights of any third
party.
- You are the creator and owner of or
have the necessary licenses, rights, consents, releases, and permissions to use and to authorize
us, the Site, and other users of the Site to use your Contributions in any manner contemplated
by the Site and these Terms of Use.
- You have the written consent,
release, and/or permission of each and every identifiable individual person in your
Contributions to use the name or likeness of each and every such identifiable individual person
to enable inclusion and use of your Contributions in any manner contemplated by the Site and
these Terms of Use.
- Your Contributions are not false,
inaccurate, or misleading.
- Your Contributions are not
unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters,
spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene,
lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable
(as determined by us).
- Your Contributions do not ridicule,
mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to
harass or threaten (in the legal sense of those terms) any other person and to promote violence
against a specific person or class of people.
- Your Contributions do not violate
any applicable law, regulation, or rule.
- Your Contributions do not violate
the privacy or publicity rights of any third party.
- Your Contributions do not violate
any applicable law concerning child pornography, or otherwise intended to protect the health or
well-being of minors.
- Your Contributions do not include
any offensive comments that are connected to race, national origin, gender, sexual preference,
or physical handicap.
- Your Contributions do not otherwise
violate, or link to material that violates, any provision of these Terms of Use, or any
applicable law or regulation.
Any use of the Site in
violation of the foregoing violates these Terms of Use and may result in, among other things,
termination or suspension of your rights to use the Site.
You and the
Site agree that we may access, store, process, and use any information and personal data that you
provide following the terms of the Privacy Policy and your choices (including settings).
By submitting
suggestions or other feedback regarding the Site, you agree that we can use and share such
feedback for any purpose without compensation to you.
We do not
assert any ownership over your Contributions. You retain full ownership of all of your Contributions
and any intellectual property rights or other proprietary rights associated with your Contributions.
We are not liable for any statements or representations in your Contributions provided by you in any
area on the Site. You are solely responsible for your Contributions to the Site and you expressly
agree to exonerate us from any and all responsibility and to refrain from any legal action against us
regarding your Contributions.
You
acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other
information regarding the Site ("Submissions") provided by you to us are non-confidential and shall
become our sole property. We shall own exclusive rights, including all intellectual property rights,
and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful
purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive
all moral rights to any such Submissions, and you hereby warrant that any such Submissions are
original with you or that you have the right to submit such Submissions. You agree there shall be no
recourse against us for any alleged or actual infringement or misappropriation of any proprietary
right in your Submissions.
We reserve the
right, but not the obligation, to: (1) monitor the Site for violations of
these Terms of Use; (2) take appropriate legal action against anyone who, in
our sole discretion, violates the law or these Terms of Use, including without
limitation, reporting such user to law enforcement authorities; (3) in our sole
discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of
your Contributions or any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from the Site or otherwise
disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner
designed to protect our rights and property and to facilitate the proper
functioning of the Site.
These Terms of Use
shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE
TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS
TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO
REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN
THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE
SITE OR DELETE
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we
terminate
or suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of
any third party, even if you may be acting on behalf of the third party. In
addition to terminating or suspending your account, we reserve the right to
take appropriate legal action, including without limitation pursuing civil,
criminal, and injunctive redress.
12. MODIFICATIONS AND INTERRUPTIONS
We reserve the right
to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion
without notice. However, we have no obligation to update any information on our Site. We also reserve the
right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to
you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee
the Site will be available at all times. We may experience hardware, software,
or other problems or need to perform maintenance related to the Site, resulting
in interruptions, delays, or errors. We
reserve the right to change, revise, update, suspend, discontinue, or otherwise
modify the Site at any time or for any reason without notice to you. You agree that we have no liability
whatsoever for any loss, damage, or inconvenience caused by your inability to
access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will
be
construed to obligate us to maintain and support the Site or to supply any
corrections, updates, or releases in connection therewith.
These Terms shall be governed by and defined following the laws of
__________
. __________ and yourself
irrevocably consent that the courts of
__________
shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these
terms.
To expedite resolution and control the
cost of any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and
collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively,
the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes
expressly provided below) informally for at least __________ days before initiating arbitration. Such informal negotiations
commence upon written notice from one Party to the other Party.
Any
dispute arising out of or in connection with this contract, including any question regarding its existence,
validity, or termination, shall be referred to and finally resolved by the International Commercial
Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146)
according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of
this clause. The number of arbitrators shall be __________. The seat, or legal
place, of arbitration shall be
__________
. The language to be used in the arbitral proceedings shall be __________.
The governing law of the contract shall be the substantive law of
__________
.
Restrictions
The
Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the
full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no
right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action
procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative
capacity on behalf of the general public or any other persons.
Exceptions to
Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above
provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or
protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute
related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c)
any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party
will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or
unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed
for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
15. CORRECTIONS
There may be information on the Site that contains typographical errors,
inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We
reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on
the Site at any time, without prior notice.
16. DISCLAIMER
THE
SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL
BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED
TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF
CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR
ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL
PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED
TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR
FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR
OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY
WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN
ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR
SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD
USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
17. LIMITATIONS OF LIABILITY
IN
NO EVENT WILL WE
OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE,
LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE
WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO
THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US
OR
__________
.
CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR
ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL
RIGHTS.
18. INDEMNIFICATION
You
agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our
respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or
demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
(1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and
warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but
not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site
with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to
assume the exclusive defense and control of any matter for which you are required to indemnify us, and you
agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify
you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of
it.
19. USER DATA
We
will maintain certain data that you transmit to the Site for the purpose of managing the performance of the
Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data,
you are solely responsible for all data that you transmit or that relates to any activity you have undertaken
using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data,
and you hereby waive any right of action against us arising from any such loss or corruption of such
data.
20. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and
completing online forms constitute electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures, and other communications we provide
to you electronically, via email and on the Site, satisfy any legal requirement that such communication be
in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND
TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA
THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or
other laws in any jurisdiction which require an original signature or delivery or retention of
non-electronic records, or to payments or the granting of credits by any means other than electronic
means.
21. MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in
respect to the Site constitute the entire agreement and understanding between you and us. Our failure to
exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right
or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of
our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage,
delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a
provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part
of the provision is deemed severable from these Terms of Use and does not affect the validity and
enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency
relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that
these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and
all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the
parties hereto to execute these Terms of Use.
22. CONTACT US
In
order to resolve
a complaint regarding the Site or to receive further information regarding use of the Site, please contact
us at:
support@tubo.run
__________
__________
__________
__________