PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT” OR “TERMS OF SERVICE”) CAREFULLY BEFORE USING THE WEBSITE MONITORING, ALERTING AND CLEANUP SERVICES OFFERED BY INDEMAX INC. (“COMPANY”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE VARIOUS SERVICES AND WEBSITES OWNED AND OPERATED BY COMPANY , INCLUDING, WITHOUT LIMITATION, THE INDEMAX WEBSITE AND DOMAIN NAME (“SITES”), AND ANY OTHER FEATURES, CONTENT, OR APPLICATIONS OFFERED FROM BY THE COMPANY IN CONNECTION THEREWITH (COLLECTIVELY “SERVICE”). BY CLICKING ON THE “I AGREE” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR USING THE SITES OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE CUSTOMER, AND TO BIND THAT COMPANY TO THESE TERMS. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE CUSTOMER WHEN YOU REGISTERED FOR THE SERVICE. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITES OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SITES OR THE SERVICE.
Acceptance of Terms The Service is offered subject to acceptance without modification of the Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Sites by Company. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time (the “Supplemental Terms”); your use of such services is subject to those Supplemental Terms, which are incorporated into these Terms of Service by this reference and are referred to collectively as the “Terms.” If these Terms of Service are inconsistent with the Supplemental Terms for any service, the Supplemental Terms will control with respect to that service.
Modification PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Company will make a new copy of the Terms of Service available at the Sites and any new Supplemental Terms will be made available from within, or through, the affected service on the Sites. We will also update the “Last Updated Date” at the top of these Terms. If we make any material changes, and you have registered to use the Service, we will also send an e-mail to you at the last e-mail address you provided us pursuant to the Terms. Any changes to the Terms will be effective immediately for new users of the Sites or Service and will be effective thirty (30) days after posting of notice of such changes on the Sites for existing users, provided that any material changes shall be effective for users who have a registered account (“Account”) on the Sites (each, a “Registered User”) upon the earlier of thirty (30) days after posting of notice of such changes on the Sites or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. Company may require you to provide consent to the updated Terms in a specified manner before further use of the Sites or the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Sites and the Service. Otherwise, your continued use of the Sites and/or Service constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITES TO VIEW THE THEN-CURRENT TERMS.
Customer Account and Registration As a Registered User, you are required to establish an Account and receive or establish a password (“Password”) which can be used by each of your employees and consultants who are authorized by you to use the Service on your behalf.
In registering for the Service, you agree to provide true, accurate, current and complete information about yourself as prompted by our registration form (the “Registration Data”) and to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any Registration Data that is untrue, inaccurate, not complete or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and to refuse any and all current or future use of the Service (or any portion thereof) by you. You are responsible for all activities that occur under your Account and your Password. You agree to notify Company immediately of any unauthorized use of your Account or Password or any other breach of security and to exit from your Account at the end of each session. You agree that you are responsible for any losses arising out of the unauthorized use of your Account.
Electronic Communications When you visit the Sites or send e-mails to us, you are communicating with us electronically. By doing this, you consent to receive communications from us electronically. We will communicate with you via e-mail or by posting notices on the Sites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. NOTWITHSTANDING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT E-MAIL COMMUNICATION IS NOT SECURE, AND THEREFORE YOU AGREE THAT YOU WILL PHONE OR SECURE ONLINE FORMS ONLY TO EXCHANGE ALL CREDENTIALS, TECHNICAL INFORMATION AND SERVICE SPECIFIC SUPPORT REQUESTS (INCLUDING BUT NOT LIMITED TO ANY MALWARE REMOVAL REQUESTS FOR COVERED WEBSITES (EACH, A “MALWARE REMOVAL REQUEST”).
Intellectual Property Except with respect to the Content, including Your Content, you agree that Company and its suppliers own all rights, title and interest in the Sites, the Service and the Company Materials. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Sites, the Service or the Company Materials. Indemax Inc., Meme Media and/or other Indemax Inc. products referenced herein are trademarks Indemax Inc., may be registered in certain jurisdictions, and may not be used without permission in connection with any third party products or services. Other trademarks, service marks and trade names that may appear on the Sites or in connection with the Service are the property of their respective owners.
By submitting ideas, suggestions, documents and/or proposals to Company through its contact form, email or similar web pages (“Feedback”), you agree that (1) your Feedback does not contain the confidential or proprietary information of third parties; (2) Company is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (3) Company shall be entitled to use and disclose such Feedback for any purpose, in any way, worldwide; and (4) you are not entitled to any compensation or reimbursement of any kind from Company for the Feedback under any circumstances.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SITES OR THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM, ANY DEVICE YOU USE TO ACCESS THE SITES OR THE SERVICE, AND ANY COVERED WEBSITES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
YOU UNDERSTAND AND AGREE THAT YOU USE THE SITES AND THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEMS, THE COVERED WEBSITES, OR LOSS OF DATA THAT RESULTS FROM USE OF THE SITES AND THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY IN FULL TO YOU. WHERE LEGISLATION IN A JURISDICTION IMPLIES IN THESE TERMS ANY CONDITION OR WARRANTY THAT CANNOT BE EXCLUSIVE, COMPANY’S LIABILITY FOR BREACH THEREOF SHALL BE LIMITED, AT COMPANY’S OPTION, TO THE SUPPLY OF SERVICES AGAIN, OR THE PAYMENT OF THE COST OF HAVING THEM SUPPLIED AGAIN.
Limitation of Liability COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING, OR DOWNLOADING THE CONTENT OR MATERIALS FROM THE WEBSITE. IN NO EVENT SHALL THE “COMPANY PARTIES” BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITES, THE SERVICE OR OF ANY CONTENT OR COMPANY MATERIALS CONTAINED ON OR MADE AVAILABLE THROUGH THE SITES OR THE SERVICE, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SITES AND THE SERVICE, AND YOU WILL NOT MAKE A CLAIM AGAINST COMPANY FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF THE SITES OR THE SERVICE.
Third Party Sites The Sites or the Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Sites. When you access third party websites, you do so at your own risk. These other websites are not under Company’s control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any such website or resource.
Idemnification BY USING THE SITES AND/OR THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD COMPANY PARTIES HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY COMPANY AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM COMPANY PARTIES AS A RESULT OF COMPANY’S DECISION TO REMOVE OR REFUSE TO PROCESS ANY OF YOUR CONTENT, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF COMPANY’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
Submissions You acknowledge and agree that all information, data, text, software, music, graphics, video, messages, tags or other materials submitted by users of the Sites or the Service (“Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Sites or the Service (“Your Content”), and other users of the Service and not Company are similarly responsible for all content they Make Available through the Sites or the Service.
You also agree that you have obtained all necessary rights and licenses, and agree that Your Content shall be considered non-confidential. You agree to provide accurate and complete information in connection with your submission of Your Content on the Service. You hereby grant Company a worldwide, irrevocable, royalty-free, nonexclusive license to use Your Content as part of the Service, without any compensation or obligation to you. Company reserves the right to not use or publish Your Content, and to remove or edit any Your Content, at any time in its sole discretion without notice or liability.
Company has the right, but not the obligation, to monitor any of Your Content that you Make Available on the Sites or the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that Company in its sole discretion deems appropriate, including, without limitation, termination.
Dispute Resolution A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Company agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Sussex County, county of New Jersey, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the courts located in Sussex County, New Jersey. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.
Integration and Severability The Terms are the entire agreement between you and Company with respect to the Service and use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Sites. If any provision of the Terms is found to be unenforceable or invalid, that provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law, and the remainder of the agreement shall remain in full force and effect. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
General International Users The Sites can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Company intends to announce such services or content in your country. The Sites and the Service are controlled and offered by Company from its facilities in the United States of America. Company makes no representations that the Sites or the Service are appropriate or available for use in other locations. Those who access or use the Sites or the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Waiver Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Assignment These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation or transfer in violation of the foregoing will be null and void.