September 19, 2013
Gladnet Corp. (“Company”) operates the website located at www.americangladiatorsfitness.com (“the Company Website”) which provides users with information regarding American Gladiator Fitness licenses. The Company Website and the services, features, content, or applications which may be offered from time to time by Company in connection with the Company Website and/or Company’s businesses are collectively referred to as (“the Company Services”).
Company may modify the Agreement or add or remove terms at any time, and each such modification, addition or deletion will be effective immediately upon posting on the Company Services. Your use of the Company Services following any such posted modification, addition or deletion constitutes your agreement to be bound by and your acceptance of the Agreement as so modified. If you do not agree to be bound by all of the terms of the modified Agreement, you are not authorized to access and/or use the Company Services and you must immediately discontinue use of the Company Services. It is therefore important that you review the Agreement regularly.
1. Eligibility. The Company Services are available to you provided that you are a resident of the United States of America and are at least 18 years of age. The Company Services are not available to non-residents of the United States of America and minors under 18 years of age. If you are not a resident of the United States of America or you are under 18 years of age, please do not use the Company Services. If Company believes that you are less than 18 years of age, Company may terminate your access to and use of the Company Services without warning.
2. Membership/Submission of License Applications.
2.1 General. In order to access or use certain features of the Company Services, you may have to create an account on the Company Website or Company Services and register to become a Company “Member” (“Membership”). As a condition to submitting any American Gladiators license application or related information (collectively, “Application”) or to becoming a Member, you represent and warrant that (a) you are a resident of the United States of America; (b) you are at least 18 years of age and legally able to enter into a binding non-voidable agreement on your own behalf); (c) all Application, registration and other information you submit is truthful, accurate, current and complete and that you shall immediately provide corrected information if any of the submitted information shall no longer be truthful, accurate, current and complete; and (d) your use of the Company Services does not violate any applicable laws, rules or regulations. Without limiting any of Company’s other available legal remedies, if you provide any Application, registration or other information that is untrue, inaccurate, or incomplete, or Company has reasonable grounds to suspect that such is the case, Company reserves the right to immediately, and without notice to you, suspend or terminate your Member account or Membership subscription and to refuse any and all use by you of the Company Services. Use of the Company Services and registration to be a Member is void where prohibited. The term “Member” as used in this Agreement, includes all individuals and entities that submit an Application, whether that Application is denied or approved, and all American Gladiators Fitness licensees.
2.2 Communications. You agree that Company may electronically provide you (via email or postings or links on the Company Services) with invoices, documents, notices and other communications (such as special offers, promotions, commercial advertisements, marketing materials, etc.) regarding the Company Services and/or your use thereof. You agree that Company may send the foregoing communications to you via your Company Membership account, internal Company messaging or any personal email address(es) which you provide to Company as part of the Application process, your Membership registration or otherwise.
3. Term. The Agreement, as such may be revised, shall remain in full force and effect while you use the Company Services or are a Member.
4. Password. You may be asked to choose, or be provided with, a password, username and/or access code that you will use to access the Company Services. You are solely responsible for safeguarding the confidentiality of your password, username and access code and for all any and all use of your account, password, username and access code, whether or not authorized by you. Although Company will not be liable for any of your losses which are caused by any unauthorized use of your account, you may be liable for the losses of Company or others due to such unauthorized use. You agree not to use the account, username, email address or password of any other individual or entity at any time or to disclose your password to any third party. If you suspect any unauthorized use of your account or unauthorized access to your password or username, please contact Company immediately at email@example.com. You do not have the right to transfer your account to any individual or entity and Company reserves the right to remove or reclaim your account if Company determines in its sole discretion that such action is appropriate under the circumstances. You agree that you will not create an account for any individual other than yourself or for any entity or provide any false information about yourself.
5. Use of Company Services. You agree that Company has the right to perform all technical functions necessary to offer the Company Services, including, but not limited to, processing and transmitting email communications to and from you, and transcoding and/or reformatting your Member Content (as defined in Paragraph 7.1 below). You do not have the right to use, copy or distribute any of the Company Services or any of the content posted thereon unless expressly authorized by the Agreement. Any violation by you of the forgoing prohibitions may result in the termination of your Membership and your right to access and use the Company Services.
6. Right to Monitor Activity. Company reserves the right, but is under no obligation or duty, to at any time, and without notice, monitor activity on the Company Services to determine compliance with the Agreement or to comply with any law, regulation or authorized government request. You hereby specifically agree to such monitoring. In the event that Company does monitor the Company Services, Company makes no representation or warranty that Company will take any action whatsoever in connection with any of the monitored activities and Company assumes no liability with respect thereto.
7. Member Content.
7.1 Posting of Member Content. As a Member or user of the Company Website, you may be able to create a profile page and post video content, photographs, textual content and other media (collectively “Member Content”) to your profile page on the Company Website and elsewhere on or through the Company Services as authorized by Company. Following the posting of your Member Content on, through or in connection with the Company Services, you continue to retain all of the rights, if any, that you may have in your Member Content (unless otherwise provided by any applicable Company Video Terms), subject to the non-exclusive licenses granted to Company and the users of the Company Services as set forth in Paragraph 7.4 below. Please be aware that information you disclose in publicly accessible portions of the Company Services will be available to all users of the Company Services, so you should be mindful of personal information and other content you may wish to post. All Member Content must comply with the terms of the Agreement. You may not post any Member Content which is illegal or which is otherwise prohibited by the terms of the Agreement on, through or in connection with the Company Services. You are solely responsible for the Member Content you provide, and for any consequences thereof, including the use and/or rebroadcast of your content by Company, other users of the Company Services and/or third parties. Company reserves the right to, at any time and without prior notice to you, limit the amount of Member Content that you may post on, through or in connection with the Company Services. All Member Content submitted by you is submitted on a non-confidential basis. Neither Company nor any third party (unless you have a separate binding agreement with any such third party) shall be obligated to attribute authorship of any Member Content to you.
8.2 Removal of Member Content/Takedown Rights.
8.2.1 Removal By Member. You may request the removal of any or all of your Member Content by contacting Company at firstname.lastname@example.org.
8.2.2 Takedown by Company. Company reserves the right, in its sole discretion, to reject, refuse to post or remove any Member Content, or any other content, from the Company Services and to deny, restrict, suspend, or terminate your access to all or any part of the Company Services at any time, for any or no reason, with or without prior notice or explanation to you, and without any liability to you.
8.2.3 Rights After Removal/Takedown of Member Content. After the removal/takedown of any of your Member Content from the Company Services, Company will terminate distribution of such Member Content as soon as practicable, subject to Company’s rights as set forth in Paragraph 7.1 above. Notwithstanding the foregoing, you understand and agree that once your Member Content is distributed to other users of the Company Website or Company Services or is distributed outside of the Company Website or Company Services to third parties, Company is under no obligation to delete or ask other users or third parties to delete such Member Content, and, therefore, such Member Content may continue to appear and be used indefinitely even though no longer accessible via your Member account. You agree that Company shall have no liability with respect to any such continued use of your Member Content. When Member Content is deleted, it is deleted in a manner similar to emptying the recycle bin on a computer. You agree that Company may preserve any transmittal or communication made by you through the Company Services and may disclose any such transmittals and/or communications if Company is required to do so by law or if Company determines that such disclosure is reasonably necessary to (1) comply with legal process, (2) enforce the Agreement, (3) respond to claims that any such transmittal or communication violates the rights of others, or (4) protect the rights, property or personal safety of any individual or entity.
7.3 Representations/Warranties. You represent and warrant that: (a) you own all rights in and to the Member Content posted by you on, through or in connection with the Company Services, or otherwise have all the rights, power and authority legally required to grant the Limited Company License (as defined in Paragraph 7.4 below); (b) you have obtained all legally required approvals from the individuals appearing, performing or depicted in your Member Content, including, without limitation, the legal rights to use their names, voices, likenesses and performances for all purposes authorized by the Limited Company License; and (c) the posting of your Member Content on, through or in connection with the Company Services does not (i) violate the terms of the Agreement or (ii) violate the privacy rights, publicity rights, intellectual property rights (including, without limitation, copyrights and trademarks), contract rights or any other rights of any person or entity, whether or not such person or entity is depicted or appears/performs in your Member Content. You agree that you are solely responsible for (i) the Member Content that you post on, through or in connection with any or all of the Company Services, (ii) any material or information that you transmit to other users of the Company Services; (iii) your conduct and actions in connection with the Company Services and (iv) for your interactions with other users of the Company Services, whether on-line or off-line. You are solely responsible for and agree to pay for all royalties, fees, and other monies, if any, owing any person or entity by reason of the use of any Member Content posted by you on or through the Company Services.
7.4 Limited Company License. By posting your Member Content on, through or in connection with the Company Services, you grant Company (and its assignees and licensees) a royalty-free, perpetual, non-exclusive, unrestricted, worldwide transferable, sublicensable license (“Limited Company License”) to use, reproduce, modify, add to, delete from, edit, adapt, translate, enhance, transmit, transcode, reformat, process, distribute, publicly perform, display, reproduce, exhibit, prepare derivative works of or sublicense any such Member Content in any media or distribution method (now known or hereafter created) and for any and all purposes, (including, without limitation, commercial purposes, publicity and promotion), and to authorize others to exercise any or all of such rights in connection with the exploitation of Company’s businesses including, without limitation, distributing part or all of the Company Services and any content included therein, in any media formats and through any media channels. You acknowledge and agree that the Limited Company License includes the grant to Company (and its assignees and licensees) of the right to use your name and/or user name and likeness in connection with the exploitation of your Member Content. [and (ii) the name, voice, likeness and performance of each individual that appears in or is involved with the creation of your Member Content in connection with the exploitation of Company’s rights in and to your Member Content.] You acknowledge and agree that the Limited Company License includes the right for Company to grant other companies, organizations or individuals who have a business relationship with Company the right to syndicate, broadcast, distribute and/or publish on other media and services your Member Content, in whole or in part, but only as part of or in connection with the Company Services. You agree that you shall not have any approval or other rights in connection with Company’s exploitation of your Member Content pursuant to the Limited Company License and that any and all uses of your Member Content which are made by Company pursuant to the Limited Company License may be made with no compensation paid to you. You hereby waive any and all of your rights of droit moral and similar rights with respect to your Member Content.
8. Company Proprietary Property/Third Party Proprietary Property.
8.1 Company Proprietary Property. The Company Services contain proprietary property/content of Company (such as logos, copyrights, trademarks, technology, processes, etc.) (“Company Proprietary Property”) which may be protected by copyright, trademark, patent, trade secret and other laws, and Company owns and retains all rights in and to the Company Proprietary Property and the Company Services. The Company Proprietary Property includes the American Gladiators and American Gladiators Fitness trademarks which are owned by Flor-Jon Film’s Inc. Company hereby grants you a limited, revocable, nonsublicensable license to display and/or utilize the Company Proprietary Property solely for your personal use in connection with using the Company Services for Company authorized purposes. You do not have the right to use the Company Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Company Proprietary Property. Except as expressly provided by the Agreement, your use of the Company Proprietary Property, is strictly prohibited.
8.2 Third Party Proprietary Property. The Company Services may contain proprietary property/content provided by third party Company licensors (such as logos, copyrights, trademarks, etc.) (“Third Party Proprietary Property”). You do not have the right to use the Third Party Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Third Party Proprietary Property. Except as expressly provided by the Agreement, your use of the Third Party Proprietary Property is strictly prohibited.
8.3 Your Use of Content on the Company Services. Unless expressly provided by the Agreement, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Company Proprietary Property, any Third Party Proprietary Property or any other content (other than your own Member Content, subject to the restrictions of any applicable Company Video Terms) appearing on or through the Company Services. You acknowledge that Company is not responsible for, does not control and makes no representation or warranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of any content. Company does not endorse any content on the Company Services or any statement, opinion, suggestion or advice contained therein and Company expressly disclaims any and all liability in connection therewith. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Company Services. You further understand and agree that in the course of your use of the Company Services, you may be exposed to content on the Company Services that is illegal, inaccurate, offensive, indecent or objectionable and you hereby waive, any legal or equitable rights or remedies you have or may have against Company with respect thereto.
9. Submitted Ideas/Feedback. All comments, suggestions, ideas, notes, drawings, concepts, recipes or other information disclosed or offered by you through the Company Services or in response to solicitations from the Company Services (collectively, “Feedback”) is entirely voluntary and shall be deemed to be non-confidential and shall forever remain the sole property of Company. You understand and acknowledge that Company has both internal and external resources which may have developed, or may in the future develop, ideas, content, programming, etc. identical to or similar to your Feedback and you agree that Company will not incur any obligation or liability to you or otherwise as a result of (i) any such similarities or (ii) Company’s review of any of the Feedback. Company shall exclusively own, throughout the universe in perpetuity, all rights of every kind and nature (whether currently existing or hereafter developed) in and to the Feedback and Company shall be entitled to unrestricted use of the Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the creation and/or submission to Company of the Feedback. You hereby waive any and all of your rights of droit moral and similar rights with respect to the Feedback.
10. Prohibited Content/Conduct. As a condition of your access to or use of the Company Services, you are prohibited from (i) posting, uploading, exhibiting, communicating or distributing content which violates any applicable laws, rules or regulations or which Company, in its sole and absolute discretion, deems to be inappropriate and (ii) engaging in conduct which violates any applicable laws, rules or regulations or which Company, in its sole and absolute discretion, deems to be inappropriate. Examples of such prohibited content and prohibited conduct include, without limitation, the following:
10.1 Posting, uploading or transmitting any content that violates any privacy right, publicity right, patent, trademark, trade secret, copyright or other proprietary right, or contract right or other right of any party;
10.2 Posting, uploading or transmitting any content or engaging in any conduct that is offensive, harmful, threatening, abusive, harassing, defamatory, libelous, or obscene or that is unlawful in any manner or that degrades, intimidates, promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual, including, without limitation, on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
10.3 Posting, uploading or transmitting any content that is pornographic or that exploits people (adults or children) in a sexual or violent manner; or contains nudity, excessive violence, or offensive subject matter or that contains a link to any of the foregoing types of content or to an adult website or in any way using the Company Services in connection with any adult entertainment or pornography business;
10.4 Copying, reproducing, modifying (including, without limitation, altering, obscuring, deleting, etc. any copyright or other legally required notices, credits, logos, trademarks, etc.), creating derivative works from, or distributing in any manner or medium any content posted on or through the Company Services in any manner which is in violation of the terms of the Agreement or other applicable agreements;
10.5 Impersonating any person or entity, or submitting any materials to or through the Company Services that are false, inaccurate, deceptive, misleading, unlawful, or are otherwise in violation of the Agreement, including, without limitation, utilizing misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of any content transmitted through or to the Company Services;
10.6 Unless pre-approved in writing by Company, engaging in any commercial activity on the Company Services or including any links to commercial services or websites or uploading, posting or otherwise transmitting any content that contains advertising or any solicitation regarding products, goods or services;
10.7 Interfering with any user’s right to privacy; soliciting or collecting user names, passwords, emails, personal identifying information or other information from any user; engaging in conduct that poses or creates a privacy or security risk to any person; or posting private information about a third party;
10.8 Engaging in conduct that involves the posting, uploading or transmission of unsolicited or unauthorized advertising or promotional materials, “junk mail,” “chain letters,” unsolicited mass mailing, “spimming,” or “spamming”;
10.9 Engaging in any action or inaction that could disable, overload, impair the infrastructure of the Company Services or impair the proper functioning of the Company Services, including, without limitation, uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing, altering or interfering with any computer software, or security-related features of the Company Services; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the Company Services;
10.10 Accessing or attempting to access the Company Services using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Company Services;
10.11 Engaging in conduct that violates any federal, state, or local ordinance, regulation, code or law, regarding employment matters, including but not limited to, discriminating on the basis of race, color, religion, gender, national origin, age, marital status, sexual orientation, the presence of a non-job related disability, uniformed service, or any other status protected by applicable federal, state, or local laws;
10.12 Using any communication systems provided by the Company Services for any solicitation or other commercial purposes, unless otherwise authorized by Company, or Company and the specific Member, as applicable;
10.13 Uploading, posting or transmitting any content that advocates or provides instruction on illegal activity or communicating on or through the Company Services regarding illegal activities with the intent to commit them;
10.14 Engaging in any conduct that in Company’s sole discretion restricts or inhibits any other user from enjoying the use of any of the Company Services.
11. Protecting Copyrights and Other Intellectual Property/Digital Millenium Copyright Act. Company specifically prohibits you from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Company Services any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is Company’s policy to terminate, under appropriate circumstances, the Membership of users of the Company Website and/or Company Services who are determined to be repeat infringers.
11.1 DMCA Notification. If you are a copyright owner or an agent thereof and believe that any content made available via the Company Services infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Company’s copyright agent (“Copyright Agent”) with the following information in writing: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Company Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. The contact information for the Copyright Agent to receive notifications of claimed infringement is: Copyright Agent, Gladnet Corp. dba American Gladiators Fitness; Facsimile: 407-217-5506; Phone: 702-221-2055; email: email@example.com.
11.2 Counter-Notice. If you feel that any of your Member Content was improperly removed or made unavailable to users, please contact Company’s Copyright Agent via the contact information set forth in Paragraph 11.1 above.
12. Links to Third Party Sites. The Company Website and Company Services may contain links to independent third-party websites and/or services (collectively, “Linked Sites”). The Linked Sites are not under Company’s control, and Company does not endorse, is not responsible for and shall have no liability to you with respect to the business practices, privacy policies or content, materials, information, merchandise, products or services displayed, featured, mentioned, advertised, distributed or sold on or through such Linked Sites. By accessing a Linked Site, you may be disclosing your private information and be exposing yourself to content that you find disturbing. It is your responsibility to read and understand the privacy, membership, payment and other policies of the Linked Sites and to determine on your own whether or not you will have any interaction with any of the Linked Sites. Company encourages you not to provide any personally identifiable information to any Linked Site unless you know and are comfortable with the party with whom you are interacting. You agree that Company is not responsible for and shall have no liability to you, with respect to merchandise, products, and/or services advertised, featured, mentioned, sold, distributed, displayed or linked on or through the Company Website or Company Services.
13. Member Disputes. You are solely responsible for your interactions with users of the Company Services and any other parties with whom you interact on or through the Company Services and/or the Linked Sites. Company reserves the right, but has no obligation, to become involved in any way with these disputes.
15. Disclaimer/Exclusion of Warranties.
15.1 THE COMPANY WEBSITE AND COMPANY SERVICES AND All of the CONTENT, information, FEEDBACK And materials posted on or PROVIDED BY OR through the COMPANY WEbsite or COMPANY services are provided on an “as is” and “as available” basis, without Warranty of any kind, express or implied, including without limitation, any warranty of accuracy or fitness for a particular purpose. BY USING THE COMPANY WEBSITE AND/OR COMPANY SERVICES, YOU AGREE TO USE YOUR OWN JUDGMENT, CAUTION AND COMMON SENSE IN MANAGING ALL COMPANY SERVICES, CONTENT, INFORMATION, FEEDBACK AND MATERIALS OFFERED AND YOU AGREE THAT ANY USE YOU MAKE OF SUCH COMPANY SERVICES, CONTENT, INFORMATION, FEEDBACK OR MATERIALS IS AT YOUR OWN RISK. COMPANY IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM YOUR RELIANCE ON ANY OF THE FOREGOING COMPANY SERVICES, CONTENT, INFORMATION, FEEDBACK OR MATERIALS.
15.2 COMPANY IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY CONTENT POSTED ON, THROUGH OR IN CONNECTION WITH THE COMPANY SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT THAT IS UNAUTHORIZED OR VIOLATES THE TERMS OF THE AGREEMENT AND SUCH CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF COMPANY. UNDER NO CIRCUMSTANCES SHALL COMPANY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE COMPANY SERVICES, FROM ANY CONTENT POSTED ON OR THROUGH THE COMPANY SERVICES (WHETHER SUCH CONTENT VIOLATES THE AGREEMENT OR NOT), FROM ANY SERVICES OFFERED THROUGH THE COMPANY SERVICES OR FROM THE CONDUCT OF ANY USER OF THE COMPANY SERVICES OR ANY USER OF ANY LINKED SITE (WHETHER SUCH CONDUCT VIOLATES THE AGREEMENT OR NOT AND WHETHER SUCH CONDUCT IS ONLINE OR OFFLINE).
15.3 COMPANY ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY OF YOUR COMMUNICATIONS ON OR THROUGH THE COMPANY SERVICES. COMPANY IS NOT RESPONSIBLE FOR ANY MALFUNCTION OR OTHER PROBLEM WITH ANY TELEPHONE NETWORK, TELEPHONE LINES, COMPUTER ONLINE SYSTEMS, SERVERS, INTERNET SERVICE PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR PLAYERS, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE.
15.4 COMPANY DOES NOT GUARANTEE ANY RESULTS (SPECIFIC OR OTHERWISE) FROM YOUR USE OF THE COMPANY SERVICES AND COMPANY makeS no REPRESENTATION OR warranty that the Company Website, THE Company SERVICES or the INFORMATION OR services PROVIDED THEREBY will meet YOUR requirements. IF YOU ARE IN ANY WAY DISSATISFIED WITH THE Company WEBSITE OR THE Company SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE Company WEBSITE AND/OR THE Company SERVICES.
15.5 Company DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE Company SERVICES, YOU AGREE THAT Company SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION.
16. Limitation on Liability. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, LICENSORS, SPONSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES) RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON OR THROUGH THE COMPANY WEBSITE OR COMPANY SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF (OR YOUR INABILITY TO ACCESS AND USE) THE COMPANY WEBSITE OR COMPANY SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE CAUSED TO YOUR COMPUTER OR SOFTWARE OR INFORMATION STORED THEREON, (III) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OBTAINED ON OR THROUGH THE COMPANY WEBSITE OR COMPANY SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF COMPANY’S SERVERS AND/OR ANY AND ALL PERSONAL AND/OR OTHER INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE COMPANY WEBSITE OR ANY OF THE COMPANY SERVICES, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE COMPANY WEBSITE OR COMPANY SERVICES BY ANY THIRD PARTY, (VII) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, (VIII) EMAILS OR OTHER TRANSMISSIONS OR COMMUNICATIONS MADE TO YOU BY, THROUGH OR ON BEHALF OR THE COMPANY WEBSITE OR COMPANY SERVICES AND/OR (IX) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR SERVICES POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE COMPANY SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
17. U.S. Export Controls. You may not download, use, export or reexport any content posted on or through the Company Services or any software utilized or available in connection with the Company Services in violation of any applicable laws or regulations, including, without limitation, United States export laws, regulations and controls.
18. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions. You and Company agree to submit to the exclusive jurisdiction of the courts located in Los Angeles County, California to resolve any dispute arising out of the Agreement or the Company Services. EACH OF YOU AND COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH OF YOU AND COMPANY HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE OTHER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF YOU AND COMPANY ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR EACH OF THEM, RESPECTIVELY, TO ENTER INTO THIS AGREEMENT.
19. Indemnity. You agree to indemnify, defend and hold harmless Company, its subsidiaries, affiliates, licensors and assignees and their respective officers, directors, managers, agents, partners and employees, from and against any and all losses, liabilities, claims, damages and demands, including, but not limited to, reasonable attorneys’ fees, made by any third party due to or arising out of (i) your access to and/or use of the Company Services, including, without limitation, any content, services and/or products offered thereby or in connection therewith; (ii) a violation or breach by you, or any user of your account, of any terms of the Agreement, including, without limitation, a breach of any of the representations, warranties or agreements set forth in the Agreement (including, without limitation, a violation of any third party right, including without limitation any copyright, property, or privacy right); and/or (iii) any Member Content that you post on, through or in connection with the Company Website or Company Services, including, without limitation, any claim that your Member Content, in whole or in part, caused damage to a third party. This defense and indemnification obligation will survive the Agreement and your use of the Company Services.
20. Survival. Following the termination of your Membership or your use of the Company Services, the provisions of the Agreement and all rights, liabilities and obligations acquired hereunder by you and/or Company shall survive in perpetuity and remain in full force and effect.
22. Reporting of Violations. If you become aware of any misuse of the Company Services or any violation of the Agreement, please report such misuse and/or violation by sending an email to Company at firstname.lastname@example.org or by clicking on the “Contact Us” link at the bottom of the Company Website pages.