The section titles in this Agreement are for convenience only and have no legal or contractual effect.
"THE_LOCATION" refers to Los Angeles, California, United States in this document. Converj LLC, whose principal place of business is in THE_LOCATION, is referred to as "THE_COMPANY" in this document. "THE_SERVICES" refers to THE_COMPANY's products, software, services and web sites, collectively, in this document. Your use of THE_SERVICES is subject to the terms of a legal agreement between you and THE_COMPANY.
Unless otherwise agreed in writing with THE_COMPANY, your legal agreement with THE_COMPANY will always include, at a minimum, the terms set forth in this document. These terms are referred to as the "UNIVERSAL_TERMS" in this agreement.
In addition to the UNIVERSAL_TERMS, your agreement with THE_COMPANY may also include the terms of any Legal Notices applicable to THE_SERVICES. All of the terms of any Legal Notices are referred to as the "ADDITIONAL_TERMS" in this agreement. Where ADDITIONAL_TERMS apply to a service, these will be accessible for you to read either within, or through your use of, that service.
The UNIVERSAL_TERMS, together with the ADDITIONAL_TERMS, form a legally binding agreement between you and THE_COMPANY in relation to your use of THE_SERVICES. Collectively, this legal agreement is referred to as "TERMS_OF_USE" in this document. If there is any contradiction between the ADDITIONAL_TERMS and the UNIVERSAL_TERMS, then the ADDITIONAL_TERMS will take precedence in relation to that service.
THE_SERVICES are offered subject to your acceptance without modification of all of the TERMS_OF_USE contained herein and all other operating rules, policies and procedures that may be published from time to time on the Sites. In order to use THE_SERVICES, you must first agree to the TERMS_OF_USE. You may not use THE_SERVICES if you do not accept the TERMS_OF_USE. You accept the TERMS_OF_USE by using THE_SERVICES. In this case, you understand and agree that THE_COMPANY will treat your use of THE_SERVICES as acceptance of the TERMS_OF_USE from that point onwards.
If you will be using THE_SERVICES on behalf of an organization, you agree to TERMS_OF_USE on behalf of that organization and you represent that you have the authority to do so. In such case, "you" and "your" will refer to that organization.
You may not use THE_SERVICES and may not accept the TERMS_OF_USE if:
THE_COMPANY may have subsidiaries and affiliated legal entities around the world. These entities are referred to as "THE_PARTNERS" in this agreement. Sometimes, THE_PARTNERS will provide THE_SERVICES to you on behalf of THE_COMPANY itself. You acknowledge and agree that THE_PARTNERS will be entitled to provide THE_SERVICES to you.
THE_COMPANY is constantly updating THE_SERVICES in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of THE_SERVICES that THE_COMPANY provides may change from time to time without prior notice to you. You acknowledge and agree that THE_COMPANY may stop (permanently or temporarily) providing THE_SERVICES (or any features within THE_SERVICES) to you or to users generally at THE_COMPANY's sole discretion, without prior notice to you.
You acknowledge and agree that while THE_COMPANY may not currently have set a fixed upper limit on the number of transmissions you may send or receive through THE_SERVICES, or on the amount of storage space used for the provision of THE_SERVICES, such fixed upper limits may be set by THE_COMPANY at any time, at THE_COMPANY's discretion.
You may stop using THE_SERVICES at any time. You do not need to specifically inform THE_COMPANY when you stop using THE_SERVICES.
You agree to use THE_SERVICES only for purposes that are permitted by the TERMS_OF_USE and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
You agree not to access (or attempt to access) any of THE_SERVICES by any means other than through the interface that is provided by THE_COMPANY, unless you have been specifically allowed to do so in a separate agreement with THE_COMPANY. You specifically agree not to access (or attempt to access) any of THE_SERVICES through any automated means (including use of scripts or web crawlers).
You agree that you will not engage in any activity that interferes with or disrupts THE_SERVICES, or the servers and networks which are connected to THE_SERVICES.
As a user of THE_SERVICES, you represent and warrant that you will not use THE_SERVICES to:
Without limiting any of the above representations or warranties, THE_COMPANY shall have the right, but not the obligation, to terminate or deny access to and use of THE_SERVICES to any individual or entity for any reason, in THE_COMPANY's sole discretion.
You agree that you are solely responsible for (and that THE_COMPANY has no responsibility to you or to any third party for) any breach of your obligations under the TERMS_OF_USE and for the consequences (including any loss or damage which THE_COMPANY may suffer) of any such breach.
If THE_COMPANY issues you an account or login in connection with your use of THE_SERVICES, or any portion thereof, you will be deemed a "REGISTERED_USER". Your account is for your sole, personal use, you may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity.
Certain portions of THE_SERVICES may be accessible only to REGISTERED_USERs. If you are a REGISTERED_USER, you may not authorize, permit or otherwise allow any third party to access and/or use your username, password or account on your behalf. Accordingly, you agree to protect your username and password by, among other things, keeping your username and password confidential. You agree to notify THE_COMPANY immediately of any unauthorized use of your username, password or account. If, notwithstanding the foregoing obligation, you allow another party to use your account, you will be responsible for all use by the party using your account.
You may not register accounts by "bots" or other automated methods.
THE_COMPANY may, in its sole discretion, terminate or suspend your account and/or your access to, and/or use of, THE_SERVICES, or any portion thereof, at any time, with or without notice and for any reason (or no reason), and you agree that if your authorization to access THE_SERVICES is terminated, you will not thereafter access, or attempt to access, THE_SERVICES, directly or indirectly.
For information about THE_COMPANY's data protection practices, please read THE_COMPANY's PRIVACY_POLICY. The PRIVACY_POLICY explains how THE_COMPANY treats your personal information, and protects your privacy, when you use THE_SERVICES.
You agree to the use of your data in accordance with THE_COMPANY's privacy policies. In order to facilitate discussions about local issues, you agree to allow THE_COMPANY to show the city in which you live or work.
In order to improve the site and provide more convenient, relevant experiences to you, THE_COMPANY may use 'cookies' to track your activities. A cookie is a small amount of data that is transferred to your browser by a web server and can only be read by the server that gave it to you. It functions as your identification card and enables THE_COMPANY to record your passwords and preferences. It cannot be executed as code or deliver viruses.
THE_COMPANY uses temporary session cookies to track your identity while you are logged in. THE_COMPANY also uses persistent cookies to track your preferences. Persistent cookies are designed to improve the overall quality of THE_SERVICES. For example, THE_COMPANY tracks recent pages that you have visited. In no case does THE_COMPANY share or sell any of this information without your consent, unless THE_COMPANY is required by law to do so.
Most browsers are initially set to accept cookies. You can set your browser to notify you when you receive a cookie, giving you the chance to decide whether or not to accept it. For some web pages that require an authorization, cookies are not optional. Users choosing not to accept cookies or similar devices will probably not be able to access those pages.
THE_SERVICES display content provided by others that is not owned by THE_COMPANY. You understand that all information (such as data files, written text, music, audio files or other sounds, photographs, images, videos, or URLs) which you may have access to as part of, or through your use of, THE_SERVICES are the sole responsibility of the person from which such content originated. All such information is referred to as "THE_CONTENT" in this document.
THE_COMPANY reserves the right (but will have no obligation) to pre-screen, review, validate, flag, filter, modify, refuse, disable, or remove any or all THE_CONTENT from any of THE_SERVICES. For some of THE_SERVICES, THE_COMPANY may provide tools to filter out offensive content.
You understand that by using THE_SERVICES you may be exposed to THE_CONTENT that you may find offensive, indecent or objectionable and that, in this respect, you use THE_SERVICES at your own risk.
You agree that you are solely responsible for (and that THE_COMPANY has no responsibility to you or to any third party for) any of THE_CONTENT that you create, transmit or display while using THE_SERVICES, that you must ensure that you have all the rights and permissions needed to use that content in connection with the THE_SERVICES, and that you are solely responsible for the consequences of your actions (including any loss or damage which THE_COMPANY may suffer) by doing so.
If your use of THE_SERVICES requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance.
You agree not to upload, post, transmit or otherwise make available any of THE_CONTENT that (when used as contemplated by THE_SERVICES):
It is THE_COMPANY's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
Unless you have agreed otherwise in writing with THE_COMPANY, nothing in the TERMS_OF_USE gives you a right to use any of THE_COMPANY's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
Other than the limited license set forth in this agreement, THE_COMPANY acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these TERMS_OF_USE in or to any of THE_CONTENT that you submit, post, transmit or display on, or through, THE_SERVICES, including any intellectual property rights which subsist in THE_CONTENT (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with THE_COMPANY, you agree that you are responsible for protecting and enforcing those rights and that THE_COMPANY has no obligation to do so on your behalf.
You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within THE_SERVICES.
Unless you have been expressly authorized to do so in writing by THE_COMPANY, you agree that in using THE_SERVICES, you will not use any trade mark, 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.
You retain copyright and any other rights you already hold in THE_CONTENT that you submit, post or display on or through, THE_SERVICES.
By submitting, posting or displaying THE_CONTENT you give THE_COMPANY a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to store, reproduce, adapt, modify, translate, transmit, broadcast, distribute, publish, publicly perform, publicly display and otherwise use any of THE_CONTENT which you submit, post or display on or through, THE_SERVICES. THE_COMPANY will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, create derivative works, improve and modify any of THE_CONTENT you submit for any purpose whatsoever, without restriction, obligation, notification or compensation to you. This license is referred to as "CONTENT_LICENSE" in this document. CONTENT_LICENSE is for the sole purpose of enabling THE_COMPANY to display, distribute and promote THE_SERVICES.
Your use of THE_SERVICES to generate, submit and/or post THE_CONTENT confirms your representation and warranty that you possess all necessary legal rights, power and authority to grant to THE_COMPANY the foregoing license. You further represent, warrant and agree that THE_CONTENT you generate, submit or post will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, and will not contain false, intentionally misleading, libelous, defamatory or otherwise unlawful statements.
You agree that the CONTENT_LICENSE includes a right for THE_COMPANY to make THE_CONTENT available to THE_PARTNERS with whom THE_COMPANY has relationships for the provision of syndicated services, and to use THE_CONTENT in connection with the provision of those services.
You understand that in performing the technical steps to provide THE_SERVICES to its users, THE_COMPANY may:
You understand that THE_CONTENT you submit through THE_SERVICES may be provided to government agencies. THE_CONTENT may or may not be considered public information or public records under applicable state and federal laws. To the extent that THE_CONTENT you contribute to the website, including your personal information, is considered a public record or as otherwise belonging to a governmental agency and, therefore, subject to certain local, state or federal disclosure laws, such applicable laws will govern the use and required disclosure of such THE_CONTENT.
"USER_INFORMATION" means any information that you submit in relation to establishing a profile or registered account with THE_COMPANY. You acknowledge and agree that THE_COMPANY may preserve THE_CONTENT or USER_INFORMATION and may also disclose THE_CONTENT or USER_INFORMATION if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
You confirm and warrant to THE_COMPANY that you have all the rights, power and authority necessary to grant the above CONTENT_LICENSE.
THE_COMPANY respects the intellectual property rights of others and requires those that visit THE_SERVICES to do the same. THE_COMPANY may, in appropriate circumstances and at its discretion, remove or disable access to material on its website that infringes upon the copyright rights of others. THE_COMPANY also may, at its discretion, remove or disable links or references to an online location that contains infringing material or infringing activity. In the event that any users of THE_SERVICES repeatedly infringe on others' copyrights, THE_COMPANY may in its sole discretion terminate those individuals' rights to use THE_SERVICES.
If you believe that your work has been used on THE_SERVICES in any manner that constitutes copyright infringement, please notify THE_COMPANY's copyright agent by written notice. The notice should include the following information:
The TERMS_OF_USE will continue to apply until terminated by either you or THE_COMPANY as set forth in this agreement.
If you want to terminate your legal agreement with THE_COMPANY, you can do so by:
THE_COMPANY may at any time, terminate its legal agreement with you if:
If THE_COMPANY stops providing THE_SERVICES to you because you repeatedly or egregiously breach these TERMS_OF_USE, THE_COMPANY may take measures to prevent the further use of the THE_SERVICES by you, including blocking your IP address.
Nothing in this Section will affect THE_COMPANY's rights regarding provision of THE_SERVICES under this agreement.
When these TERMS_OF_USE come to an end, all of the legal rights, obligations and liabilities that you and THE_COMPANY have benefited from, been subject to (or which have accrued over time whilst the TERMS_OF_USE have been in force) or which are expressed to continue indefinitely, will be unaffected by this cessation, and the provisions of this agreement will continue to apply to such rights, obligations and liabilities indefinitely.
Nothing in these TERMS_OF_USE will exclude or limit THE_COMPANY's warranty or liability for losses that may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations that are lawful in your jurisdiction will apply to you and THE_COMPANY's liability will be limited to the maximum extent permitted by law, and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this TERMS_OF_USE where such exclusion, qualification or limitation would be prohibited by legislation.
You expressly understand and agree that your use of THE_SERVICES is at your sole risk and that THE_SERVICES are provided "as is" and "as available."
THE_PARTNERS, THE_COMPANY, and its licensors do not represent or warrant to you that:
Any material downloaded or otherwise obtained through the use of THE_SERVICES is done at your own discretion and risk, and you will be solely responsible for any 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 THE_COMPANY or through or from THE_SERVICES will create any warranty not expressly stated in the TERMS_OF_USE.
THE_COMPANY further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
Subject to overall provisions in this agreement, you expressly understand and agree that THE_COMPANY, THE_PARTNERS, and its licensors will not be liable for any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, indirect, incidental, special consequential, punitive or exemplary damages that may be incurred by you, however caused and under any theory of liability. This will include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;
Subject to overall provisions in this agreement, you expressly understand and agree that THE_COMPANY, THE_PARTNERS, and its licensors will not be liable to you for any loss or damage that may be incurred by you, including but not limited to loss or damage as a result of:
You agree to indemnify, defend and hold THE_COMPANY, THE_PARTNERS, and each of their directors, executives, officers, attorneys, agents, employees, partners and contractors harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, made by any third party due to or arising out of:
THE_COMPANY is not responsible for interactions between, or actions of, individuals stemming from usage of THE_SERVICES, whether online or offline.
The limitations on THE_COMPANY's liability to you in this agreement will apply whether or not THE_COMPANY has been advised of or should have been aware of the possibility of any such losses arising.
THE_SERVICES and THE_CONTENT may include hyperlinks to other web sites or resources or content (including images, pictures, text, graphics, designs, audio, music, video, sound, software, applications). THE_COMPANY may have no control over any web sites or resources that are provided by companies or persons other than THE_COMPANY.
THE_COMPANY does not monitor, read, check for accuracy, appropriateness or completeness, endorse or approve any external sites or resources, and are therefore not responsible for any content outside of THE_SERVICES.
You acknowledge and agree that THE_COMPANY is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
You acknowledge and agree that THE_COMPANY is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
THE_COMPANY may change these TERMS_OF_USE at any time for a variety of reasons, such as to reflect changes in applicable law or updates to THE_SERVICES. THE_COMPANY reserves the right, in its sole discretion, to change, modify, add or delete portions of this TERMS_OF_USE at any time without notice.
When these changes are made, THE_COMPANY will make a new copy of the UNIVERSAL_TERMS available to you, and any new ADDITIONAL_TERMS will be made available to you from within, or through, the affected THE_SERVICES. Any changes will be effective upon posting of the TERMS_OF_USE on THE_SERVICES, and may be made without any other notice of any kind.
You understand and agree that if you use THE_SERVICES after the date on which the TERMS_OF_USE have changed, THE_COMPANY will treat your use as understanding and acceptance of the updated TERMS_OF_USE.
Sometimes when you use THE_SERVICES, you may (as a result of, or through your use of THE_SERVICES) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the TERMS_OF_USE do not affect your legal relationship with these other companies or individuals.
The TERMS_OF_USE constitute the whole legal agreement between you and THE_COMPANY, and govern your use of THE_SERVICES (but excluding any services that THE_COMPANY may provide to you under a separate written agreement), and completely replace any prior agreements between you and THE_COMPANY in relation to THE_SERVICES.
You agree that THE_COMPANY may provide you with notices, including those regarding changes to the TERMS_OF_USE, by email, regular mail, or postings on THE_SERVICES.
You agree that if THE_COMPANY does not exercise or enforce any legal right or remedy which is contained in the TERMS_OF_USE (or which THE_COMPANY has the benefit of under any applicable law), this will not be taken to be a formal waiver of THE_COMPANY's rights and that those rights or remedies will still be available to THE_COMPANY.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these TERMS_OF_USE is invalid, then that provision will be removed from the TERMS_OF_USE without affecting the rest of the TERMS_OF_USE. The remaining provisions of the TERMS_OF_USE will continue to be valid and enforceable.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of THE_SERVICES or this TERMS_OF_USE must be filed within one year after such claim or cause of action arose, or be forever barred.
You acknowledge and agree that each member of the group of companies of which THE_COMPANY is the parent will be third party beneficiaries to the TERMS_OF_USE and that those other companies will be entitled to directly enforce, and rely upon, any provision of the TERMS_OF_USE which confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be third party beneficiaries to the TERMS_OF_USE.
The TERMS_OF_USE, and your relationship with THE_COMPANY under the TERMS_OF_USE, will be governed by the laws of the State of THE_LOCATION without regard to its conflict of laws provisions. You and THE_COMPANY agree to submit to the exclusive jurisdiction of the courts located within the county of THE_LOCATION, to resolve any legal matter arising from the TERMS_OF_USE. Notwithstanding this, you agree that THE_COMPANY will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.