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By accessing or using our web site at www.Chagora.com or the mobile version
thereof (together the "Site") or by posting a Share Button on your site, you
(the "User") signify that you have read, understand and agree to be bound by
these Terms of Use ("Terms of Use" or "Agreement"),
PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT
INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE
VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS
HOW DISPUTES WILL BE RESOLVED.
Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate,
current and complete information about you as may be prompted by any
registration forms on the Site ("Registraion Data"); (b) maintain the security
of your password and identification; (c) maintain and promptly update the
Registration Data, and any other information you provide to Company, to keep it
accurate, current and complete; and (d) be fully responsible for all use of your
account and for any actions that take place using your account.
Proprietary Rights in Site Content; Limited License
All content on the Site and available through the Service, including designs,
text, graphics, pictures, video, information, applications, software, music,
sound and other files, and their selection and arrangement (the "Site Content"),
are the proprietary property of the Company, its users or its licensors with all
rights reserved. No Site Content may be modified, copied, distributed, framed,
reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or
sold in any form or by any means, in whole or in part, without the Company's
prior written permission, except that the foregoing does not apply to your own
User Content (as defined below) that you legally post on the Site. Provided that
you are eligible for use of the Site, you are granted a limited license to
access and use the Site and the Site Content and to download or print a copy of
any portion of the Site Content to which you have properly gained access solely
for your personal, non-commercial use, provided that you keep all copyright or
other proprietary notices intact. Except for your own User Content, you may not
upload or republish Site Content on any Internet, Intranet or Extranet site or
incorporate the information in any other database or compilation, and any other
use of the Site Content is strictly prohibited. Such license is subject to these
Terms of Use and does not permit use of any data mining, robots, scraping or
similar data gathering or extraction methods. Any use of the Site or the Site
Content other than as specifically authorized herein, without the prior written
permission of Company, is strictly prohibited and will terminate the license
granted herein. Such unauthorized use may also violate applicable laws including
copyright and trademark laws and applicable communications regulations and
statutes. Unless explicitly stated herein, nothing in these Terms of Use shall
be construed as conferring any license to intellectual property rights, whether
by estoppel, implication or otherwise. This license is revocable at any time
without notice and with or without cause.
Trademarks
Company's trademarks and trade dress may not be used, including as part of
trademarks and/or as part of domain names, in connection with any product or
service in any manner that is likely to cause confusion and may not be copied,
imitated, or used, in whole or in part, without the prior written permission of
the Company.
User Conduct
You understand that except for advertising programs offered by us on the Site
(e.g., Chagora Flyers, Chagora Marketplace), the Service and the Site are
available for your personal, non-commercial use only. You represent, warrant and
agree that no materials of any kind submitted through your account or otherwise
posted, transmitted, or shared by you on or through the Service will violate or
infringe upon the rights of any third party, including copyright, trademark,
privacy, publicity or other personal or proprietary rights; or contain libelous,
defamatory or otherwise unlawful material.
In addition, you agree not to use the Service or the Site to:
- harvest or collect email addresses or other contact information of other users
from the Service or the Site by electronic or other means for the purposes of
sending unsolicited emails or other unsolicited communications;
- use the Service or the Site in any unlawful manner or in any other manner that
could damage, disable, overburden or impair the Site;
- use automated scripts to collect information from or otherwise interact with the
Service or the Site;
- upload, post, transmit, share, store or otherwise make available any content
that we deem to be harmful, threatening, unlawful, defamatory, infringing,
abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of
privacy or publicity rights, hateful, or racially, ethnically or otherwise
objectionable;
- upload, post, transmit, share, store or otherwise make available any videos
other than those of a personal nature that: (i) are of you or your friends, (ii)
are taken by you or your friends, or (iii) are original art or animation created
by you or your friends;
- register for more than one User account, register for a User account on behalf
of an individual other than yourself, or register for a User account on behalf
of any group or entity;
- impersonate any person or entity, or falsely state or otherwise misrepresent
yourself, your age or your affiliation with any person or entity;
- upload, post, transmit, share or otherwise make available any unsolicited or
unauthorized advertising, solicitations, promotional materials, "junk mail,"
"spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- upload, post, transmit, share, store or otherwise make publicly available on the
Site any private information of any third party, including, addresses, phone
numbers, email addresses, Social Security numbers and credit card numbers;
- solicit personal information from anyone under 18 or solicit passwords or
personally identifying information for commercial or unlawful purposes;
- upload, post, transmit, share or otherwise make available any material that
contains software viruses or any other computer code, files or programs designed
to interrupt, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment;
- intimidate or harass another;
- upload, post, transmit, share, store or otherwise make available content that
would constitute, encourage or provide instructions for a criminal offense,
violate the rights of any party, or that would otherwise create liability or
violate any local, state, national or international law;
- use or attempt to use another's account, service or system without authorization
from the Company, or create a false identity on the Service or the Site.
- upload, post, transmit, share, store or otherwise make available content that,
in the sole judgment of Company, is objectionable or which restricts or inhibits
any other person from using or enjoying the Site, or which may expose Company or
its users to any harm or liability of any type.
Third Party Websites and Content
The Site contains (or you may be sent through the Site or the Service) links to
other web sites ("Third Party Sites") as well as articles, photographs, text,
graphics, pictures, designs, music, sound, video, information, applications,
software and other content or items belonging to or originating from third
parties (the "Third Party Applications, Software or Content"). Such Third Party
Sites and Third Party Applications, Software or Content are not investigated,
monitored or checked for accuracy, appropriateness, or completeness by us, and
we are not responsible for any Third Party Sites accessed through the Site or
any Third Party Applications, Software or Content posted on, available through
or installed from the Site, including the content, accuracy, offensiveness,
opinions, reliability, privacy practices or other policies of or contained in
the Third Party Sites or the Third Party Applications, Software or Content.
Inclusion of, linking to or permitting the use or installation of any Third
Party Site or any Third Party Applications, Software or Content does not imply
approval or endorsement thereof by us. If you decide to leave the Site and
access the Third Party Sites or to use or install any Third Party Applications,
Software or Content, you do so at your own risk and you should be aware that our
terms and policies no longer govern. You should review the applicable terms and
policies, including privacy and data gathering practices, of any site to which
you navigate from the Site or relating to any applications you use or install
from the site.
Disclaimers
The Company is not responsible or liable in any manner for any User Content or
Third Party Applications, Software or Content posted on the Site or in
connection with the Service, whether posted or caused by users of the Site, by
Chagora, by third parties or by any of the equipment or programming associated
with or utilized in the Site or the Service. Although we provide rules for user
conduct and postings, we do not control and are not responsible for what users
post, transmit or share on the Site and are not responsible for any offensive,
inappropriate, obscene, unlawful or otherwise objectionable content you may
encounter on the Site or in connection with any User Content or Third Party
Applications, Software or Content. The Company is not responsible for the
conduct, whether online or offline, of any user of the Site or Service.
The Site and the Service may be temporarily unavailable from time to time for
maintenance or other reasons. 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, User communications. The Company is not responsible for any
technical malfunction or other problems of any telephone network or service,
computer systems, servers or providers, computer or mobile phone equipment,
software, failure of email or players on account of technical problems or
traffic congestion on the Internet or at any Site or combination thereof,
including injury or damage to User's or to any other person's computer, mobile
phone, or other hardware or software, related to or resulting from using or
downloading materials in connection with the Web and/or in connection with the
Service, including any Mobile Client software. Under no circumstances will the
Company be responsible for any loss or damage, including any loss or damage to
any User Content or personal injury or death, resulting from anyone's use of the
Site or the Service, any User Content or Third Party Applications, Software or
Content posted on or through the Site or the Service or transmitted to Users, or
any interactions between users of the Site, whether online or offline.
THE SITE, THE SERVICE (INCLUDING THE MOBILE SERVICES, THE SHARE SERVICE AND THE
MARKETPLACE SERVICE), ANY PLATFORM APPLICATIONS AND THE SITE CONTENT ARE
PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE
COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF
THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY DOES NOT
REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE
SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT
OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM
APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU
SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT
OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT
VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU
DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY
MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR
OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE
THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA
OR OTHER HARM OF ANY KIND THAT MAY RESULT.
The Company reserves the right to change any and all content, software and other
items used or contained in the Site and any Services and Platform Applications
offered through the Site at any time without notice. Reference to any products,
services, processes or other information, by trade name, trademark,
manufacturer, supplier or otherwise does not constitute or imply endorsement,
sponsorship or recommendation thereof, or any affiliation therewith, by Company.
Limitation on Liability
IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU
OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,
SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING
FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF
THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE
SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE
COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM
OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU
TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL
THE COMPANY'S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE
PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY,
UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY
KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR
ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU,
AND YOU MAY HAVE ADDITIONAL RIGHTS.
Termination
The Company may terminate your membership, delete your profile and any content
or information that you have posted on the Site or through any Platform
Application and/or prohibit you from using or accessing the Service or the Site
or any Platform Application (or any portion, aspect or feature of the Service or
the Site or any Platform Application) for any reason, or no reason, at any time
in its sole discretion, with or without notice, including if it believes that
you are under 13, or under 18 and not in high school or college. When we are
notified that a user has died, we will generally, but are not obligated to, keep
the user's account active under a special memorialized status for a period of
time determined by us to allow other users to post and view comments.
Governing Law; Venue and Jurisdiction
By visiting or using the Site and/or the Service, you agree that the laws of the
State of Delaware, without regard to principles of conflict of laws, will govern
these Terms of Use and any dispute of any sort that might arise between you and
the Company or any of our affiliates. With respect to any disputes or claims not
subject to arbitration (as set forth below), you agree not to commence or
prosecute any action in connection therewith other than in the state and federal
courts of California, and you hereby consent to, and waive all defenses of lack
of personal jurisdiction and forum non conveniens with respect to, venue and
jurisdiction in the state and federal courts of California.
Arbitration
YOU AND COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO
SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE
SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND
CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE
AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE
SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent
that either of us has in any manner infringed upon or violated or threatened to
infringe upon or violate the other party's patent, copyright, trademark or trade
secret rights, or you have otherwise violated any of the user conduct rules set
forth above or in the Code of Conduct then the parties acknowledge that
arbitration is not an adequate remedy at law and that injunctive or other
appropriate relief may be sought; and (b) no disputes or claims relating to any
transactions you enter into with a third party through the Chagora Marketplace
may be arbitrated.
Arbitration under this Agreement shall be conducted by the American Arbitration
Association (the "AAA") under its Commercial Arbitration Rules and, in the case
of consumer disputes, the AAA's Supplementary Procedures for Consumer Related
Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The
location of the arbitration and the allocation of costs and fees for such
arbitration shall be determined in accordance with such AAA Rules and shall be
subject to the limitations provided for in the AAA Consumer Rules (for consumer
disputes). If such costs are determined to be excessive in a consumer dispute,
the Company will be responsible for paying all arbitration fees and arbitrator
compensation in excess of what is deemed reasonable. The arbitrator's award
shall be binding and may be entered as a judgment in any court of competent
jurisdiction.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER
THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING
ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE
SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event
shall any claim, action or proceeding by you related in any way to the Site
and/or the Service (including your visit to or use of the Site and/or the
Service) be instituted more than three (3) years after the cause of action
arose.
Indemnity
You agree to indemnify and hold the Company, its subsidiaries and affiliates,
and each of their directors, officers, agents, contractors, partners and
employees, harmless from and against any loss, liability, claim, demand,
damages, costs and expenses, including reasonable attorney's fees, arising out
of or in connection with any User Content, any Third Party Applications,
Software or Content you post or share on or through the Site (including through
the Share Service), your use of the Service or the Site, your conduct in
connection with the Service or the Site or with other users of the Service or
the Site, or any violation of this Agreement or of any law or the rights of any
third party.
Other
These Terms of Use constitute the entire agreement between you and Company
regarding the use of the Site and/or the Service, superseding any prior
agreements between you and Company relating to your use of the Site or the
Service. The failure of Company to exercise or enforce any right or provision of
these Terms of Use shall not constitute a waiver of such right or provision in
that or any other instance. If any provision of this Agreement is held invalid,
the remainder of this Agreement shall continue in full force and effect. If any
provision of these Terms of Use shall be deemed unlawful, void or for any reason
unenforceable, then that provision shall be deemed severable from these Terms of
Use and shall not affect the validity and enforceability of any remaining
provisions.
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