PLEASE READ THIS TERMS OF USE AGREEMENT ("AGREEMENT") CAREFULLY BECAUSE IT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES
Attention Partner Site Owners/Operators: This Terms of Use is our end-user agreement with site visitors and members. For SP's agreement with Partner site owners/operators, please see the SP License and Services Agreement.
INTRODUCTION/ABOUT SOCIAL PROJECT, INC. AND THE COMMUNITY SITES
Social Project, Inc. ("SP," "we," "us," or "our") offers web sites, including at www.socialproject.com and www.flux.com (collectively, the "SP Site(s)"). SP also provides social-networking and social-media technologies and services collectively referred to as the "FLUX Platform" or "SP Platform." Using the SP Platform, we power, host, and administer certain portions of web sites owned by third parties ("Third Party Sites"). The SP Site and Third Party Sites make up a community of social-networking web sites (collectively, the "Community Sites"). The SP Site and SP Platform (including without limitation, as the SP Platform is integrated with the Community Sites) are referred to here collectively as the "SP Service." Registered users ("Members") of the Community Sites can create individual profiles that can be personalized and will be displayed to other Members and visitors of the Community Sites, display their own content, comment on other Members' content and comments, share information and establish a network of friends – all within a Community Site, or across multiple Community Sites.
This is the official Agreement between SP and you, regarding the SP Service. This is a legally-binding agreement and it cannot be modified except as specifically described below in Section 2. By using or attempting to use the SP Service, you certify that you understand, agree to, and will abide by all the terms and conditions of this Agreement, and any additional terms that govern certain registrations, products or services offered via the SP Service (e.g., award programs, membership clubs, and e-mail), which maybe presented in conjunction with those products and services ("Additional Terms"). To the extent there is a conflict between this Agreement and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state that this Agreement will control. In cases where there are no Additional Terms stated for any such registrations, products or services, this Agreement will control.
By signing up to become a Member of a Community Site, you register both with us and with that Community Site, and your e-mail address and password automatically give you access to both. Please read our Privacy Policy, which (among other things) describes the personally identifiable information ("Personal Information") we collect, use, disclose, manage, and store. The Community Sites’ use of your information is governed by their own privacy statements or policies.
Your use of all or part of a Community Site also may be governed not only by this Agreement, but by the Community Site's own terms and conditions ("Third Party Terms and Conditions"). With regard to your use of the SP Service, to the extent that there is a conflict between this Agreement and Third Party Terms and Conditions, this Agreement will govern. Certain features of the SP Service may also be governed by additional terms, and in those cases, to the extent there is a conflict between this Agreement and those additional terms, the additional terms will govern.
The Agreement governs only the content, features, and activities related to the SP Service. Unless specifically stated, this Agreement does not cover your rights and responsibilities with respect to third-party content, any portions of Community Sites not powered by the SP Platform, or any links that may direct your browser or your connection to third-party websites or pages.
PARENTAL ADVISORY
The SP Service is not directed to children younger than 13 and is offered only to users 13 years of age or older (the "Age Requirement"). Parental discretion is advised. If you are not yet 13 years old, please do not use the SP Service. If you are between 13 and 17 years of age, please review this Agreement with your parents/guardians before using the SP Service. Until you are 18 years old, by using the SP Service you certify that your parents/guardians have consented to your use and agreed to this Agreement on your behalf, and you acknowledge and agree that your use of the SP Service is at their discretion. Until you are 18 years old, your parents/guardians may ask us to modify, deny access to, or terminate your account and we may do so at their request or any time, for any reason, without notice or liability. Accordingly, you agree to provide your parents/guardians with your valid password and e-mail address for the SP Service at all times, for verification purposes.
We require each Member to have a unique e-mail and password combination in order to create an account and access and use certain features or functions of the SP Service. We may also, from time to time, provide Members with additional codes or passwords necessary to access and use certain features or functions of the SP Service. As part of the registration process, Members must designate an e-mail address and choose a password. (Note: Community Sites may request additional information from you in order to join their communities.)
If you choose to provide information to the SP Service, you agree to provide only true, accurate, current, and complete information. Your e-mail address and password are personal to you and you may not allow any others to use your email-address or password for the SP Service under any circumstances. If you create an account, you agree to accept responsibility for all activities that occur under your account and agree that you will not sell, transfer or assign your account. You are responsible for maintaining the confidentiality of your password and for restricting access to your computer so that others may not access any password-protected portion of the SP Service with your e-mail address or password in whole or in part. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your e-mail address or password, or any other need to change or deactivate your e-mail address or password due to security concerns.
Upon registration, you must select a display name in each Community Site that you join. Your display name will be displayed next to your profile "thumbnail" image wherever it appears within the Community Site (e.g., associated with blogs, comments, content, etc.). You may change your display name. Each Community Site may either designate display names as unique to one Member, or non-unique and available to multiple Members, so you may need different display names for different Community Sites that you join. In addition to a display name, you may also select a unique user name in each Community Site that you join, to create a "Permalink" URL (Uniform Resource Locator, or web domain) associated with your Member profile page. Your user name will be unique to you within the Community Site, but not across all Community Sites, so you may need different user names in different Community Sites that you join. User names are optional, not mandatory. If you do not select a user name in a particular Community Site, your Member profile page in that Community Site will be unaffected except it will not be associated with a Permalink. Your display name(s) and user name(s) can be selected and managed with the account management tools located in ACCOUNT within "MORE" menu. We reserve the right, in our sole discretion, to modify, delete, or otherwise change a Member's display name(s) and/or user name(s) at any time, without notice and without liability.
We reserve the right, at any time and from time to time, for any reason in our sole discretion and without notice or liability, to change the terms of this Agreement. We will post or display notices of material changes on the SP Site and we may also e-mail you about these changes. Once we post them or e-mail you about them, these changes become effective immediately and if you use the SP Service after they become effective, it will signify your agreement to be bound by the changes.
The past, present, and future content of the SP Service, including, without limitation, all applicable software in any format, organization, designs, text, images, photographs, illustrations, compilations, audio and video material, artwork, graphic material, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the SP Service (including source and object code) and all other materials related to the SP Service and the SP Service itself, including without limitation the selection, sequence, and 'look and feel' and arrangement of items on the SP Service and the SP Service itself, and all trademarks, service marks, trade names, trade identities, logos, domain names, patents, and other intellectual property (individually and collectively, "Material") are protected by applicable copyrights and other proprietary (including, but not limited to, intellectual property) rights and are, as between SP and you, the property of SP. The Material is legally protected, without limitation, under United States federal and state, as well as applicable foreign laws, regulations, and treaties. Except as expressly set forth in this Agreement or otherwise expressly granted to you in writing by SP, no rights (either by implication, estoppel or otherwise) to the Materials are granted to you. The SP Service is to be used solely for your noncommercial, non-exclusive, and limited personal use and for no other purposes without the express prior written consent of SP. You agree to abide by all copyright notices, information, or restrictions contained on any part of the SP Service. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the SP Service, including notices on any Material you download, transmit, display, print, or reproduce from or using the SP Service. Except as may be expressly granted to you in this Agreement, you will not, nor will you allow any third party (whether or not for your benefit) to: copy, archive, store, reproduce, rearrange, modify, download, upload, exchange, post, transmit, create derivative works from, display, perform, publish, distribute, redistribute, disseminate, broadcast, circulate, sell, lease, rent, or otherwise use (including the removal or alteration of advertising), any Material. Any unauthorized or prohibited use of any Material is strictly prohibited and may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, and local laws.
Subject to your strict compliance with this Agreement, SP grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to view a single copy of the Material (excluding source and object code) that is generally available to the public in the SP Service and to use the SP Service, provided that you: (i) retain all trademark, copyright and other proprietary notices contained in the original Material or any copy you may make of the Material; (ii) do not allow or aid or abet any third party (whether or not for your benefit) to copy or adapt the object code of the SP Service’s software, HTML, JavaScript, or other code; reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code that is part of the SP Service; or any software or other products or processes accessible through the SP Service; and (iii) do not insert any code or product to manipulate the Material in any way that affects any user's experience.
We require users to respect our copyrights, trademarks, and other intellectual property rights. We likewise respect the intellectual property of others. If you believe that the SP Service contains elements or content that infringes your copyrights in your work, please follow the procedures set forth in our Copyright Compliance Policy.
From time to time, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from, third parties (collectively, the "Advertisers") such as our advertisers, sponsors, or promotional partners as a result of your use of the SP Service. All such communication, interaction, and participation is strictly and solely between you and such Advertisers and we will not be responsible or liable to you in any way in connection with these activities or transactions (including without limitation, any representations, warranties, covenants, contracts, or other terms or conditions that may exist between you and the Advertiser or any goods or services you may purchase or obtain from any Advertiser).
Your use of the SP Service is subject to all applicable local, state, and national laws and regulations and, in some cases, international treaties. You are solely responsible for your use of the SP Service, including, without limitation, all activities, acts, and omissions that occur in, from, through, or under your e-mail address or password. You agree that it is a violation of this Agreement to do, and that you will not do or knowingly condone others doing, the following:
We reserve the right to monitor the SP Services, including without limitation, the right to monitor for conduct and User Content (defined below) in violation of this Agreement, but we specifically disclaim all responsibility or liability for our acts or omissions in doing so.
From time to time, SP and/or our operational service providers, licensees, suppliers, and Advertisers may conduct promotions on or through the SP Service, including without limitation, auctions, contests, and sweepstakes ("Promotions"). Each Promotion may have Additional Terms and/or rules of participation ("Rules"), which will be posted or otherwise made available to you and, for purposes of each Promotion, will be deemed incorporated into and form a part of this Agreement. It is your responsibility to read the Rules to determine whether or not your participation, registration, or entry will be valid or restricted, and to determine the sponsor's requirements of you in connection with the applicable sweepstakes, contest, or promotion.
The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the SP Service, or any other form of link or re-direction of your connection to, with, or through the SP Service ("Outside Sites"), does not constitute an endorsement by, nor does it incur any obligation, responsibility, or liability on the part of SP, its successors and assigns, or any of their respective officers, directors, employees, agents, representatives, licensors, licensees, Advertisers, suppliers, and operational service providers. We do not verify, endorse, or have any responsibility for, any Outside Sites, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any such Outside Site, whether SP's logo or sponsorship identification is on such Outside Site as part of a co-branding or promotional arrangement. When dealing with such Outside Sites (as when dealing with any product or service provider), you should use your best judgment and exercise caution as appropriate. If any Outside Site obtains or collects Personal Information from you, in no event will we assume or have any responsibility or liability.
If you are registered to use the SP Service, you may deactivate your account on the SP Service, at any time and for any reason, by visiting ACCOUNT within MORE menu, clicking DEACTIVATE MY ACCOUNT, and following the posted instructions. We may terminate your use of and registration on the SP Service, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party. We also reserve the right to use any technological, legal, operational, or other means available to enforce the terms of this Agreement, including without limitation, blocking specific IP addresses or access to the SP Service using your e-mail address, your user name, or password.
You are solely responsible for your interaction with other Members or users, whether online or offline. We are not responsible or liable for the conduct of any Member or user. Your interactions with Members, other persons, and/or organizations found on or through the SP Service are solely between you and such Members, persons, and/or organizations. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. Unless otherwise expressly noted to you, all communication, interaction, and participation with Members and other third parties is strictly and solely between you and such third parties and we will not be responsible or liable to you in any way for any loss, damage, or injury, including without limitation, personal injury or death, in connection with these activities or transactions including without limitation, for any special, direct, indirect, incidental, exemplary, economic, punitive, or consequential damages that are directly or indirect caused by other Member or other third parties.
We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other Members or users. If you have a dispute with one or more Members or users, you release SP (and our officers, directors, agents, employees, subsidiaries, and affiliates) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
By using the SP Service, you acknowledge that SP has the right to charge for SP's products and services, and to terminate your account should you fail to pay for products or services as required.
You represent, warrant, and covenant to SP that: (a) you are not a minor and you have the legal right and capability to enter into this Agreement and perform and comply with all of its terms and conditions, or, if you are a teenager older than 13, your parent or legal guardian has agreed to this Agreement on your behalf; (b) all of the information provided by you to the SP Service is correct, complete, and current; and (c) you hold and will continue to hold all the ownership, license, proprietary, and other rights necessary to enter into, authorize, grant rights, and perform your obligations under this Agreement.
THE SP SERVICE AND ALL USER CONTENT (DEFINED BELOW), USER CONTENT SUBMISSION FEATURES (DEFINED BELOW), MATERIALS, SERVICES, PRODUCTS, SOFTWARE (DEFINED BELOW), FEATURES, FUNCTIONS, AND OPERATIONS MADE AVAILABLE ON, ACCESSED THROUGH OR SENT FROM THE SP SERVICE (COLLECTIVELY THE "SP ITEMS") ARE MADE AVAILABLE ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE PROVIDE YOU NO GUARANTY OR ASSURANCE ABOUT: (I) THE SP ITEMS; OR (II) SECURITY ASSOCIATED WITH THE TRANSMISSION OF PERSONAL INFORMATION THROUGH THE SP SERVICE OR ANY COMMUNITY SITE.
SP DOES NOT WARRANT THAT THE SP ITEMS WILL BE UNINTERRUPTED OR ERROR-FREE, FUNCTION OR PERFORM IN ANY PARTICULAR MANNER, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SP SERVICE OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IF YOU ARE DISSATISFIED WITH THE SP ITEMS, THIS AGREEMENT OR ANY RULES OR ADDITIONAL TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SP ITEMS.
SP DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SP SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, SP SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SP SERVICE, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SP SERVICE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE SP ITEMS. FURTHER, SP DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
Without limiting the foregoing, SP, its successors and assigns, and their respective officers, directors, employees, agents, representatives, licensors, licensees, operational service providers, Advertisers, and suppliers (collectively, the "Released Parties") are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the SP Service. The Released Parties' are not responsible or liable for any problem, technical malfunction, damage to or failure of the Internet or any telecommunications equipment, network, or line, computer online system, server or provider, computer or other equipment, e-mail, media player, or other software or hardware - whether resulting from, without limitation: any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure, technical problems, traffic congestion on the Internet, or at any web site or combination thereof, or any other reason. The Released Parties are not responsible or liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond the Released Parties’ reasonable control, including without limitation other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heating, lighting, or air conditioning. You understand, acknowledge, and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security, and validity of any and all features and functions of the SP Service, including without limitation, User Content (defined below) and Materials associated with your use of the SP Service.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY LOSS OR DAMAGE OF ANY KIND (INCLUDING WITHOUT LIMITATION, FOR ANY DIRECT OR INDIRECT, COMPENSATORY, ECONOMIC, CONSEQUENTIAL, INCIDENTAL, SPECIAL, GENERAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF REVENUE OR INCOME, BUSINESS INTERRUPTION, CORRUPTION OF DATA, PERSONAL INJURY, DEATH, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR ANY OTHER TANGIBLE OR INTANGIBLE LOSS ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO: (I) THE SP ITEMS;(II) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE SP ITEMS OR THE COMMUNITY SITES; (III) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY SP OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SP ITEMS; (IV) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; (V) ANY ERRORS OR OMISSIONS IN THE SP ITEMS’ OR THE COMMUNITY SITES’ TECHNICAL OPERATION; AND (VI) THE CONDUCT, ACTIONS, OR INACTIONS OF SP SERVICE MEMBERS AND OTHER USERS, EVEN IF FORESEEABLE OR IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SP SERVICE). IN NO EVENT WILL THE RELEASED PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES, SO SOME OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE RELEASED PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
YOU RECOGNIZE AND CONFIRM THAT, IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF THE RELEASED PARTIES’ ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE SP SERVICES OR ANY OTHER WEB SITE OR CONTENT OWNED OR CONTROLLED BY THE RELEASED PARTIES AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION THEREOF OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.
By accessing or using the SP Service, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Notwithstanding any claim that a sole or exclusive remedy provided in this Agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage will be to have SP, upon written notice from you to us, attempt to repair, correct, or replace any deficient goods or services provided by SP under this Agreement and, if repair, correction, or replacement is not reasonably commercially practicable for SP, to refund any monies actually paid by you to SP for the goods or services involved and to terminate and discontinue your use of the SP Service. You further understand and acknowledge the capacity of the SP Service, in the aggregate and for each user, is limited. Consequently, some messages and transmissions may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that SP assumes no liability, responsibility, or obligation to transmit, process, store, receive, or deliver transactions or User Content (defined below) or for any failure or delay associated with any User Content (defined below) and you are hereby expressly advised not to rely upon the timeliness or performance of the SP Service for any transactions or User Content (defined below).
You agree to indemnify, defend, and hold the Released Parties harmless from and against any and all claims, actions, losses, expenses, damages, and costs (including reasonable attorneys' fees), resulting from: (i) your use of the SP Items; (ii) any breach or violation of this Agreement or any law, rule, or regulation; (iii) the posting, submission, display, transmission, exchange, performance, publication, distribution, sharing, dissemination, promotion, broadcast, and/or circulation of your User Content (defined below) or any other content; (v) the theft or misappropriation of your e-mail address or password; (vi) disclosure of your e-mail address or password, or (vii) your authorization of anyone else to use your e-mail address or password.
SP reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with SP in the defense of any such claim, action, settlement, or compromise negotiations, as requested by SP. In no event will you settle any claim or action without SP’s prior written approval.
To the extent that software used in connection with the SP Service ("Software") is subject to U.S. export controls, it may not be downloaded from the SP Service or otherwise exported or re-exported: (A) into, or to a national or resident of any country to which the U.S. has embargoed goods; or (B) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
This Agreement, together with any Additional Terms, Rules, our Privacy Policy and any other regulations, procedures, and policies to which we refer and which are hereby incorporated by reference, contains the entire understanding and agreement between you and us and supersedes any and all prior or inconsistent understandings relating to the SP Service and your use of the SP Service. This Agreement cannot be changed or terminated orally. This Agreement will remain in full force and effect as long as you are a user of the SP Service and in the event of termination of any account, service, or feature, you will still be bound by your obligations under this Agreement, the Privacy Policy, and any Additional Terms or Rules, including, without limitation any indemnifications, warranties, and limitations of liability contained therein. Any failure of SP to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, this will not affect any other provisions and the Agreement will be deemed amended to the extent necessary to make it legal, valid, and enforceable. Any provision that must survive in order to allow us to enforce its meaning will survive the termination of this Agreement; however, no action arising out of this Agreement or your use of the SP Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Except as otherwise expressly provided in this Agreement, there will be no third-party beneficiaries to this Agreement. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
This Agreement and your use of the SP Service is governed by, construed, and enforced in accordance with the internal substantive laws of the State of California (notwithstanding the State's conflict of laws provisions) applicable to contracts made, executed, and wholly performed in California, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive and mandatory jurisdiction and venue of the State and Federal Courts situated in the State of California and County of Los Angeles and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens, or otherwise. To the extent it may be applicable, you agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE SP SERVICE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
You understand and agree that SP will determine your compliance with this Agreement in its sole discretion. SP reserves the right to deny access to all or part of the SP Service or the Community Sites and to deny access to any person in its sole discretion without notice or liability of any kind. Any violation of this Agreement may be referred to law enforcement authorities.
Portions of the SP Service provide you and other users on Community Sites an opportunity to participate in forum services, blogs, and other message and communication facilities and may provide you with the opportunity, through such facilities or otherwise, to submit, post, display, transmit, exchange, perform, publish, distribute, share, disseminate, promote, broadcast, and/or circulate content, media, and materials, including, without limitation: still photographs, writings, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the tangible medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in color, alone or in conjunction with other work, characters, real or imaginary, in any part of the world (collectively, "User Content"). User Content also includes all tags and comments associated with User Content, whether associated by you, the SP Service, other Members or users, or anyone else.
User Content may be submitted, posted, displayed, transmitted, and/or exchanged via certain technology, functionality, and/or features we make available to you, so you can upload and/or post such content for display via the SP Service (collectively, the "User Content Submission Features").
a. SUBMITTING USER CONTENT
When you submit User Content, you also may be asked to provide some information about you and your submission. This may include without limitation, such things as a descriptive title, some information about the User Content, length, your location, and/or similar information. By submitting User Content, you are also agreeing and you understand that the term "User Content" also includes without limitation, all of the information you submit or we may receive that is related to your submission. Always keep a copy of anything you submit because we are not responsible for lost, damaged, misdirected, unusable, or unreadable User Content. Proof that you submitted User Content does not constitute proof that we received anything.
b. USER CONTENT STANDARDS; MONITORING; UNAUTHORIZED CONTENT
You are solely responsible and liable for your User Content, including without limitation, communications and submissions made under your account, name, user name, e-mail address, password, and your registration and profile information, if any. User Content does not reflect the views of SP, and we do not represent or guarantee the truthfulness, accuracy, or reliability of any User Content, nor endorse or support any opinions expressed in any User Content. In no event will we have or be construed to have any responsibility or liability for or in connection with any User Content. Any financial User Content displayed on or available through the SP Service is for your own personal, non-professional use. It should not be considered investment advice. Always seek the advice of a professional financial advisor when making decisions about any investment strategy.
We reserve the right, at any time, without notice and without limiting any and all other rights we may have under this Agreement, at law or in equity, to monitor, edit, or screen any User Content. If we determine, in our sole discretion and judgment, that any User Content does or may violate any of the terms of this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (a) refuse to allow you to submit further User Content; (b) remove and delete your User Content; or (c) revoke your right to use the SP Service. SP, however, disclaims all responsibility and liability related to SP’s modifications to or removal of User Content or SP’s failure to modify or remove User Content.
You agree that you will not submit or attempt to submit, and we have the right to reject, refuse to accept, remove, or otherwise handle as we deem appropriate, any "Unauthorized Content" which is defined as any User Content that is or could be construed as violating any of the terms and conditions of this Agreement, including without limitation User Content that:
We do not control any User Content submitted, although we may use both automated and manual means of reviewing User Content in order to prevent Unauthorized Content from appearing and being displayed on the SP Service. We reserve the right to review any submitted User Content and to delete, remove, re-format, change, move, edit, or reject, without notice to you, any User Content that we deem, in our sole discretion, abusive, hateful, defamatory, obscene, pornographic, in violation of copyright, trademark, or other intellectual property rights, to be in violation of this Agreement or to be unacceptable to us, for any reason or for no reason whatsoever; provided, however, that we will have no obligation or liability to you for failure to do so or for doing so in any particular manner. If we receive notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law (see Section 4 below), we may remove User Content associated with such claim. We reserve the right to provide information to law enforcement officials, governmental agencies, and pursuant to judicial or regulatory compulsion, to protect the rights, interests, property, or personal safety of SP, our Members or users, and the public, or to comply with legal, regulatory, audit and compliance obligations. The amount of storage space on the SP Service per user is limited. Some User Content may not be processed due to space constraints or outbound message limitations. You understand, acknowledge, and agree that we assume no responsibility for deletion of User Content or any failure to store, receive, or deliver User Content in a timely manner or any other matter relating to User Content.
c. RIGHTS GRANTED TO SOCIAL PROJECT, INC.
You grant to SP the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and royalty-free right, license, authorization, and permission, in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, reformat, or translate, all or any portion of your User Content on the SP Service and any other channels, services, and other distribution platforms, whether currently existing or existing or developed in the future, of SP(collectively, the "Channels"), for any purpose whatsoever (including, without limitation, for any promotional purposes) without accounting, notification, credit, or other obligation to you, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to SP in our sole discretion. These rights include without limitation, the right to distribute and synchronize all or any portion of your User Content in timed relation to any other visual elements; to web cast, pod cast, re-publish, re-broadcast, re-platform, port, syndicate, route, and link to and from all or any portion of your User Content; to encrypt, encode and decode, and compress and decompress all or any portion of your User Content; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions, and/or other material to or of all or any portion of your User Content;; and to excerpt and/or extract portions of your User Content in order to host, store, index, categorize, and display your User Content on or through the Channels.
By submitting User Content, in addition to the rights, licenses, and privileges referred to above, you are also granting SP the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and royalty-free right, license, authorization, and permission to use and refer to your name, logo, marks, image, characteristic or other distinctive identification in presentations, marketing materials, customer lists, and financial reports, to do, perform, take advantage of, and exploit any and all of the rights set forth herein in connection with the marketing, advertising, and promotion of the Channels, and any products, goods, features, functions, capabilities, and/or services associated with SP.
The rights, licenses and privileges described in this Agreement and granted to SP will commence immediately upon submission of your User Content to or through the User Content Submission Features and continue thereafter perpetually and indefinitely, regardless of whether you continue or remain a registered Member or not, unless and until terminated, in whole or in part, by SP on notice to you. Notwithstanding the foregoing, you acknowledge and agree that SP will not be required or have any obligation to host, index, display, accept, or use any submitted User Content (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and SP may, in its sole discretion, remove or refuse to host, index, display, accept, use, or do anything at all with respect to any User Content. Once you submit or attempt to submit User Content, you will have no right to prohibit, restrict, revoke, or terminate any of the rights granted to SP. You are not entitled to and you will not receive any compensation or other consideration for your User Content or any use made of your User Content once submitted. You also understand and agree that neither all or any portion of your User Content, nor any commercial, advertisement, promotional, marketing, or other material associated with your User Content, need to be submitted for approval prior to use.
You hereby release SP from any and all claims of any rights, encumbrances, liens, claims, demands, actions, or suits which you may or can have in connection with your User Content, including, without limitation, any and all liability for any use or nonuse of the User Content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. SP has the right to assign, transfer, convey, license, sub-license and otherwise transfer, sub-contract, delegate, outsource, or engage third parties to perform or benefit from all or any portion of its or their rights and/or obligations to any one or more other parties, without accounting, reporting, notification, or other obligation or liability to you whatsoever, now or in the future. You also forever waive and relinquish all moral rights (or 'droit moral') now or hereafter recognized in connection with your User Content and the rights granted to SP hereunder
SP has the right to license, authorize, and/or otherwise enter into agreements and arrangements with third parties to do or perform any of the activities, exercise any of the rights, and/or undertake any of the responsibilities granted or imposed under this Agreement, in whole or in part. To the extent SP does so, when you submit User Content each such third party will be entitled to exercise and benefit from the terms and conditions, rights, licenses, and authorizations granted to SP hereunder and related thereto as if you had entered into this Agreement with such third party directly.
d. OWNERSHIP AND WARRANTIES
SP retains all right, title, and interest in and to the User Content Submission Features, including without limitation, to all associated intellectual property and proprietary rights existing anywhere in the world and you acquire no ownership, proprietary or other rights, title, or interest in or to the User Content Submission Features.
Except for the licenses, authorizations, consents, and rights granted hereunder and described in this Agreement, SP acquires no title or ownership rights in or to any User Content you submit and nothing in this Agreement conveys to us any ownership rights in your User Content. SP is acting only as a host, bulletin board, or conduit for submitted User Content, with all of the specific rights granted by you hereunder.
You must own the rights to the User Content you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights, and licenses as described in this Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights, and licenses from the owner(s) to enter into this Agreement and perform and comply with all of its obligations. You represent, warrant, and covenant to SP that: (a) all of the information provided by you associated with your User Content is correct, complete, and current; (b) your submission of any User Content and the publication or sale of your User Content does not: (i) violate this Agreement, (ii) violate any of your obligations under this Agreement, (iii) violate any law or regulation, or (iv) infringe upon, violate, or misappropriate any intellectual property, privacy, publicity, or other rights of any party; (c) your User Content will not be injurious to the health of any Member or other user; and (d) we will not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of your User Content .
Upon the request of SP, you will furnish SP any documentation, substantiation, and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including without limitation, the foregoing representations, warranties, and covenants. You represent and warrant that the submission of your User Content is not subject to or under the jurisdiction of any guild or union collective bargaining agreement, and you further acknowledge that SP is not signatory to any such agreement. Notwithstanding anything to the contrary, you also understand and agree that SP will not be obligated or responsible for providing any guild or residual payments in connection with the submission and exploitation of the User Content.
For any User Content that contains original videos, you agree to comply with any applicable identification (ID) verification and record-keeping requirements and secure and maintain the required Personal Information and ID documentation for all individuals who appear in any such original videos, as may be required by law and/or otherwise requested or required by us in connection with our corporate compliance policies and practices, which includes: (a) individual’s full legal name, current address, and date of birth; and (b) a legible photocopy of a valid government-issued ID document (e.g., a U.S. passport, state driver’s license, or valid photo ID card) to verify the individual’s identity. With the submission of each item of User Content that contains original videos, you may be required to deliver to us a full and complete set of such ID verification records, as well as a legible photocopy of your valid driver’s license, passport, or other acceptable government-issued photo ID for our verification and record-keeping purposes. In addition, you specifically acknowledge and agree to abide by our policies regarding governmental certification procedures relating to the foregoing ID verification and record-keeping procedures and, if applicable, you will promptly comply with any specific requests or directions we give you in connection with User Content you submit that may be subject to these requirements.
You acknowledge that other persons may have submitted User Content to us, may have made public or developed, or may originate, submit, make public, or develop, material similar or identical to all or a portion of your User Content or concepts contained therein, and you understand and agree you will not be entitled to any compensation because of the use or exploitation thereof, and the submission of User Content, or any posting or display thereof, is not any admission of novelty, priority, or originality.
e. FINANCIAL CONSIDERATION
As between us and you, SP reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from, and/or realize revenue from the conduct of its business and operating the SP Service, the User Content Submission Features or other Channels, and any and all arrangements made with respect thereto, without accounting, obligation, or liability to you, notwithstanding that your User Content may be displayed on or otherwise used by or in connection with the SP Service, the User Content Submission Features, or other Channels.
Effective Date of this Terms of Use: July 30, 2007.