TERMS OF SERVICE AGREEMENT
Last updated: April 13, 2023
IMPORTANT NOTICE TO USER: PLEASE READ THIS DOCUMENT CAREFULLY. This Terms of Service Agreement (“Agreement”) is a legal agreement between you (referred to herein as “you” or “your”) and Publishing in Color ( “EYT”, “WFYL”, “PIC”, “we”, “our”, or “us”) for access to and use of the Service, and the related Widget(s) and App(s). As used herein, the “Service” means: (i) our website available at https://publishingincolor.com/ (the “Website”), and (ii) the online features, software, and services we make available in connection with (a) the Website, and (b) software application(s) we make available to you for use on handheld devices (“App(s)”), and (c) software application(s) we make available to you for use on personal computers (the “Widget(s)”), in each case exclusive of any features, software and services provided to you by us under a separate written agreement. Your eligibility for participation on this website or any associated services is totally determined by Writing for Your Life and may be discontinued at any time, or any reason.
BY ACCESSING OR USING THE SERVICE OR WIDGET(S) OR APP(S), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE, WIDGET(S) OR APP(S). YOUR CONTINUED USE OF THE SERVICE, WIDGET(S) OR APP(S) NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH CHANGES.
YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY.
Inclusion of an individual in one of our conferences, or as a Featured Author or Industry Expert, does not represent an endorsement of that person’s religious or political views or those of their employers.
1. The Service; Purchases.
A. The Service is designed to help you to learn about Writing For Your Life, submit your comments and other Content (defined below), purchase certain products, and sign up to receive additional information that may be of interest to you.
B. In addition to the terms hereof, the Terms and Conditions of Sale available at https://publishingincolor.com/terms-and-conditions-of-sale/ apply to any purchases you make via the Service. The Terms and Conditions of Sale are hereby incorporated by reference into this Agreement.
C. To use certain features and functionalities of the Service, you must create an account with us, and provide certain personal information about yourself to us.
2. Use of the Service by You.
A. You agree that (i) you will use the Service, Widgets and Apps solely for your own, non-commercial, personal use in accordance with this Agreement and in accordance with any specific rules or usage provisions specified by us on the Service, (ii) all information supplied by you to us will be true, accurate, current and complete, (iii) you may receive electronic communications (e.g., e-mail notices) from us from time to time, and (iv) you will review the latest version of this Agreement posted on the Service from time to time to check for amendments that may apply to you (as more fully described in Section 12 below). We retain the right at our sole discretion to deny or suspend access to the Service, Widgets and Apps to anyone, at any time and for any reason, without liability.
B. You acknowledge and agree that your use of the Service, Widgets and Apps, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under our control or in any way connected to the Service, shall be at your sole risk and responsibility and we shall have no obligation to back-up such data, files, information and/or other materials. We expressly reserve the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Service for any reason including, without limitation, if we deem, in our sole discretion, such data to be in violation of this Agreement and/or any rule or policy of ours and/or any local, state, or federal law or regulation.
C. You are solely responsible for any breach of your obligations under this Agreement and for the consequences (including any loss or damage which we may suffer) of any such breach.
D. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings.
3. Restrictions on Use. You represent, warrant, and agree that you will not:
A. use the Service, or any Widget or App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement and/or any and all applicable local, state and federal laws and regulations and international treaties;
B. use the Service, or any Widget or App for the distribution, housing, processing, propagation, storage, or otherwise handling in any way of abusive, defamatory, harassing, libelous, lewd, obscene, pornographic, threatening, or tortious material, or any false or misleading material, or any other material (including links to such material) that we deem, in our sole discretion, to be objectionable whether or not such material is unlawful;
C. permit or otherwise enable unauthorized users to access and/or use the Service, Widget or App;
D. use the Service to export software or data in violation of applicable U.S. laws or regulations;
E. sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service, or any Widget or App, or otherwise permit any third party to use or have access to the Service, or any Widget or App, for any purpose (except as expressly permitted by us in writing) or decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, attempt to discover any source code, or otherwise use any software that enables or comprises any part of the Service, or any Widget or App (except as expressly permitted by us in writing);
F. remove any copyright, trademark, patent or other proprietary notices from the Service, or any Widget or App;
G. distribute, publish, exhibit, or otherwise use the Service, or any Widget or App, in any manner and for any purpose not expressly permitted under this Agreement;
H. frame or utilize framing techniques to enclose the Service, or any portion thereof;
I. exploit the Service or collect any data incorporated in the Service in any automated manner through the use of bots, metaspiders, crawlers or any other automated means;
J. register as a user of the Service by providing false, inaccurate, or misleading information;
K. post hyperlinks to commercial services or websites;
L. impersonate any person or entity, including, but not limited to, an employee of ours, or falsely state or otherwise misrepresent your affiliation with a person or entity;
M. collect personal data about other users of the Service for commercial or any other purposes;
N. post irrelevant Content (as defined in Section 7 below), repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
O. attempt to gain unauthorized access to our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service (or the servers and networks which are connected to the Service);
P. make available Content (as defined in Section 7 below) that constitutes or contains “affiliate marketing,” “link referral code,” “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or unsolicited commercial advertisement, except to the extent such Content is provided to you by us or one of our affiliates for a purpose specifically authorized by us in writing; and
Q. create or attempt to create multiple user accounts.
4. Provision of the Service by Us. We are constantly improving the Service in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service which we provide may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that we may decline to provide you access to the Service or stop (permanently or temporarily) providing the Service (or any features or programs or Content within the Service) to you or to users generally at our sole discretion, without liability or prior notice to you. You may stop using the Service at any time. You do not need to specifically inform us when you stop using the Service. You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Service, your account details, or any files or other Content which is contained in your account. You acknowledge and agree that while we may not currently have set a fixed upper limit on the amount of storage space used for the provision of the Service, or the duration of time that we will store any information on your behalf, such fixed upper limits or temporal limits may be set by us at any time, in our sole discretion. Any new features that augment or enhance the current Service shall be subject to this Agreement.
Nothing on this or any of our websites, or any of our content or services are a promise or guarantee of results or future earnings, and we do not offer any legal, medical, tax or other professional advice. Any financial numbers referenced here, or on any of our sites, are illustrative of concepts only and should not be considered average earnings, exact earnings, or promises for actual or future performance.
Making decisions based on any information presented in our products, events, services, or web site, should be done only with the knowledge that you could experience risk or losses just like any entrepreneurial endeavor. Use caution and always consult your accountant, lawyer or professional adviser before acting on this or any information related to a lifestyle change or your business or finances. You alone are responsible and accountable for your decisions, actions and results in life, and by your use of this site you agree not to attempt to hold us liable for your decisions, actions or results, at any time, under any circumstance.
5. Access to the Service; Reservation of Rights.
A. We hereby give you a personal, worldwide, non-assignable and non-exclusive right to access and use the Service in the manner and for the purposes expressly permitted by the Agreement. We also hereby grant you a limited, revocable, and non-exclusive right to create a hyperlink to the Website or subdomains thereof so long as the link does not portray us, our affiliates, or products or services provided by us or our affiliates in a false, misleading, derogatory, or otherwise offensive manner in our sole judgment. You may not assign (or grant a sub-license of) your rights to use the Service, grant a security interest in or over your rights to use the Service, or otherwise transfer any part of your rights to use the Service and any such attempt shall be null and void at the time of such attempt.
B. We reserve all right, title and interest in and to the Service not expressly granted to you under this Agreement. There are no implied licenses under this Agreement.
6. Your Password and Account Security. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Service. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at email@example.com.
7. Content in the Service.
A. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Service are the sole responsibility of the person from which such content originated. All such information is referred to as “Content”.
B. You acknowledge that Content presented to you as part of the Service may be protected by intellectual property rights which are owned by the persons and/or entities that provide that Content to us (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by us or by the owners of that Content, in writing.
C. We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content.
D. You understand that by using the Service you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Service at your own risk.
E. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Service and for the consequences of your actions (including any loss or damage which we may suffer) by doing so.
8. Intellectual Property.
A. You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and to the Service, the Widgets and the Apps, including any intellectual property rights which subsist in the Service, Widgets and Apps (whether those rights happen to be registered or not, and wherever in the world those rights may exist) including, without limitation, all rights with respect to copyrights, patents, trademarks, service marks, moral rights, trade names, domain names, technology, mask works, know-how, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas, source code and object code, data, and similar rights including the information in any application, registration, or renewal thereof that may be protected under the intellectual property laws, regulations, or rules of any country. Without limiting the foregoing, all data, graphics, icons, images, logos, text, and the compilation of all Content therein, and all service marks, trademarks, trade names, and trade dress depicted on the Service, Widget(s), and the App(s), are owned by us (or our licensors).
B. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service, Widgets and Apps.
C. You agree that in using the Service, Widgets and Apps, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9. Rights you grant to us.
A. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Service.
B. By submitting, posting or displaying Content, you give us a worldwide, perpetual, fully-sublicensable (through multiple tiers), irrevocable, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute and otherwise exploit any Content which you submit or post on or through the Service in any manner or media whatsoever, now known or hereafter developed.
C. You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services (including, without limitation, Widgets and Apps), and advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully-paid up, royalty free license to use the feedback you provide to us in any way. You grant to us and our sublicensees a nonexclusive, worldwide, royalty-free license to use all trademarks, trade names, and the names and likenesses of any individuals that appear in the Content you submit to us. You grant us and our sublicensees the right to use the name that you submit in connection with such Content.
D. You agree that we are not responsible for protecting and enforcing any intellectual property rights granted by you to us in connection with this Agreement and that we have no obligation to do so on your behalf.
E. In connection with Content you submit, post or display via the Service, you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use such Content in the manner contemplated by the Service and this Agreement. You further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant us all of the license rights granted herein.
F. You understand that we may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that the licenses herein shall permit us to take these actions.
G. You represent and warrant to us that you have all the rights, capacity, power and authority necessary to grant the above licenses.
10. Copyright Agent. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our copyright agent with the following information: an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Service; your address, telephone number, and e-mail address; a written 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; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf. Any notification by a copyright owner or a person authorized to act on such copyright owner’s behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident.
12. Changes to Agreement. We reserve the right to change, amend and/or modify this Agreement, in whole or in part, at any time with or without notice. You hereby acknowledge and agree that such changes, amendments and/or modifications will become effective when posted on the Service or as otherwise provided by us. From time to time, we may post on the Service or otherwise notify you of additional or different rules and policies relating to the Service. These rules and policies shall thereafter be part of this Agreement. If you use the Service after the posting or other notice of changes in this Agreement or changed rules or policies, you are agreeing to follow and be bound by them for such use.
13. Widget(s) and App(s).
A. Subject to your full compliance with all the terms and conditions of this Agreement, we grant you a limited, nontransferable, nonsublicensable, nonexclusive license to install and use (1) the Widget(s), if any, we make available on the Website for download, and (2) the App(s), if any, that we make available on our Website or via approved sales channels (e.g., Apple’s iTunes Store), in each case in object code form only and solely for your personal, non-commercial use on your personal computer (in the case of Widgets) or your mobile device (in the case of Apps). You may not: (i) separate any individual component of any Widget or App; (ii) incorporate any portion of any Widget or App into your own programs or compile any portion of any Widget or App in combination with your own program(s); or (iii) sell, rent, lease, lend, loan, distribute, publicly communicate, transform, or sub-license any Widget or App or otherwise assign any rights to any Widget or App in whole or in part or otherwise use any Widget or App for commercial purposes.
B. You acknowledge that any information you access or transmit through use of the Widget or App is accessed and/or transmitted at your own risk and you will be solely responsible for any damage or liability to any party resulting from such access or transmission and for any costs incurred (e.g., internet access charges) from use of any Widget or App.
C. This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for any Widget or App. In order to keep a Widget or App up-to-date, we may offer automatic or manual updates at any time and without notice to you. If we elect to provide maintenance or support of any kind, we may terminate that maintenance or support at any time without notice to you.
D. You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use a Widget or App, including, without limitation, internet access, a compatible computer, a compatible handheld device, and compatible software. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Widget(s) and App(s). You will comply with all export and re-export restrictions and regulations of the United States Department of Commerce and other United States and foreign agencies and authorities that may apply to any Widget or App, and not transfer, or encourage, assist, or authorize the transfer of any Widget or App to a prohibited country or otherwise in violation of any applicable restrictions or regulations.
E. Each Widget and App will provide us with data about it and its interaction with the Service and the Content you access using the Widget or App and your use of such Widget or App.
F. The structure, organization, and code of the Widget and App are our valuable trade secrets and confidential information. The Widget(s) and App(s) are protected by law, including without limitation copyright laws and international treaty provisions. Except for the rights explicitly granted to you in this Agreement, all right, title and interest in the Widget(s) and App(s) are reserved and retained by us and our licensors. You do not acquire any intellectual property rights or other rights in the Widget(s) and App(s) as a result of downloading the Widget(s) and App(s).
G. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and you are not listed on any U.S. Government list of prohibited or restricted parties.
H. We may modify, suspend, discontinue, or terminate your right to use part or all of any Widget or App at any time without notice to you, and in that event we may modify any Widget or App to make it inoperable. We will not be liable to you should we exercise those rights.
14. Additional Apple Device Terms. This Section 14 applies to you only if you use an App on an Apple, Inc. (“Apple”) device (e.g., iPhone, iPad, iPod Touch) (any such device, an “Apple Device”); Section 14 does not apply to you if you do not use an App on an Apple Device. The parties acknowledge that this Agreement is concluded solely between us and you, and not with Apple, and Apple is not responsible for App(s) and the Service and the content thereof. Any support that may be offered by us in connection with the Service and App(s) is solely the responsibility of us and it is acknowledged by the parties that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to App(s). The parties acknowledge that Apple has no obligation to furnish any warranty with respect to App(s). In the event of any failure of an App to conform to any applicable warranty, if any, you may notify Apple, and Apple will refund the purchase price for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to an App. The parties acknowledge that Apple is not responsible for addressing product claims. Apple is not responsible for addressing any claims of any end-user or any third party relating to an App or the end-user’s possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. The parties acknowledge that, in the event of any third party claim that an App or your possession and use of that App infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Complaints or claims with respect to an App should be directed to us at the following address: firstname.lastname@example.org . The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
15. NO WARRANTIES. THE WIDGET(S), APP(S), SERVICE, AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES INCLUDED AS PART OF, OR OTHERWISE MADE AVAILABLE TO YOU THROUGH, THE SERVICE ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE OR ANY WIDGET OR APP, OR THAT ANY WIDGET OR APP OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE SERVICE, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR ANY WIDGET OR APP IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
16. DISCLAIMER OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OR ANY OF THEIR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICE AND/OR ANY WIDGET OR APP PROVIDED HEREUNDER OR ANY OTHER INTERACTIONS WITH US OR PRODUCTS SOLD VIA THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MOREOVER, IN NO EVENT SHALL OUR, OR OUR AFFILIATES’, LICENSORS’, LICENSEES’, SUCCESSORS’ OR ASSIGNS’ OR ANY OF OUR OR THEIR DIRECTORS’, MEMBERS’, MANAGERS’, OFFICERS’, EMPLOYEES’, AGENTS’ OR THIRD PARTY LICENSORS’ TOTAL LIABILITY TO YOU FOR DAMAGES, LOSSES, LIABILITIES, EXPENSES AND/OR CLAIMS EXCEED THE PURCHASE PRICE PAID BY YOU (AND RECEIVED BY US) FOR ANY (A) WIDGETS, (B) APPS, OR (C) PRODUCTS OR SERVICES SOLD THROUGH THE SERVICE (IF RELATED TO YOUR CLAIM FOR DAMAGES) DURING THE SIX (6) MONTHS PRIOR TO YOUR NOTICE TO US OF ANY AND ALL CLAIMS BY YOU. THE ABOVE LIMITATIONS OF LIABILITY APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. SUCH LIMITATIONS OF LIABILITY SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE UPON, THE SERVICE, APPS OR WIDGETS PROVIDED HEREUNDER; (ii) THE INABILITY TO USE THE SERVICE, APPS, OR WIDGETS FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE; OR (iv) THE DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION, DOCUMENTS, FILES AND/OR ANY OTHER MATERIALS STORED ON A SERVER OR DEVICE IN ANY WAY CONNECTED TO OR WITH THE SERVICE OR ANY WIDGET OR APP. SUCH LIMITATION ON LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
17. Release and Indemnification. You agree to release, indemnify and hold harmless us, and our affiliates, directors, members, officers, employees, agents and third party licensors, from and against any and all liabilities, losses, damages, claims and expenses, including attorneys’ fees, with respect to (i) your use or misuse of, or reliance upon, the Service, or any Widget or App, (ii) your violation of this Agreement or applicable law or rights of another, and/or (iii) any Content you make available through the Service. For the avoidance of doubt, this section shall survive the termination of this Agreement.
18. Term and Termination. This Agreement is effective until terminated by us or you. We shall have the right to terminate this Agreement including, without limitation, your right to access and use the Service, at any time in our sole discretion and without advance notice to you. The licenses granted herein by us shall automatically terminate without advance notice if you fail to comply with any material provision of this Agreement. You may terminate this Agreement at any time by (i) deleting your user account on the Service and (ii) deleting all copies of Widgets and Apps in your possession, and (iii) discontinuing use of any and all parts of the Service. Upon termination of this Agreement for any reason, you shall immediately cease using the Service.
19. Governing Law and Venue for Disputes. This Agreement, and your relationship with us under this Agreement, shall be governed by the laws of the State of New York without regard to its conflict or choice of laws provisions. Any dispute with us, or our officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the federal or state courts located in New York County, New York (and courts with appellate jurisdiction therefrom), except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case we may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, we are able to offer the Service, Widgets and Apps at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement.
20. Severability. If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
21. No Assignment, Sublicense or Transfer. You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate this Agreement.
22. Communications by us. You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on the Service (including, without limitation, electronic messages pushed to an App or Widget), and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.
23. Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. All provisions that should by their nature survive the termination of this Agreement shall survive the expiration of this Agreement. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. NO PERSON IS AUTHORIZED BY US TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH IN THIS AGREEMENT.