Last revised on: September 17, 2020
These Terms set forth the legally binding terms and conditions that govern your use of the Site. By accessing or using the Site, you are accepting these Terms, on behalf of yourself or the entity that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into these Terms, on behalf of yourself or the entity that you represent. If you do not agree with all of the provisions of these Terms, do not access or continue to use the Site.
- Access to the Site
- Subject to these Terms, the Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your personal non-commercial use.
- Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) use the Site, its content, or any portion thereof, for the benefit of any third party or in any manner not permitted by these Terms; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality or content of the Site shall be subject to these Terms.
- The Company reserves the right, at any time, to modify, suspend, or discontinue the Site, in whole or in part, with or without notice to you. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
- No Support or Maintenance. You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Site.
- Excluding any User Content (as defined herein) that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by the Company or the Company’s service partners. Neither these Terms nor your access to the Site transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1.1. The Company and its service partners reserve all rights not granted in these Terms. There are no implied licenses granted in or under these Terms.
- User Content
- User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g. content in the user’s postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you, the entity you represent, or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (as defined herein). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by the Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates our Acceptable Use Policy. The Company is not obligated to backup any User Content, and your User Content may be deleted from the Site at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content, if you desire.
- You hereby grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, non-exclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive, and agree to cause to be waived, any claims and assertions of moral rights or attribution with respect to your User Content.
- Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
- You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content: (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
- In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, malware, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather, or assemble information or data regarding other users, including any personally identifying information, or potentially identifying information, such as name, age, address, location, e-mail addresses, or any other information that has the potential to identify such users, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies, or procedures of such networks; (v) attempt to gain unauthorized access to the Site or to other computer systems or networks connected to or used together with the Site, whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to, or to strip, scrape, or mine data from, the Site.
- We reserve the right, but have no obligation, to review any User Content and to investigate and/or take appropriate action against you in our sole discretion, if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, suspending or terminating your rights to use the Site in accordance with Section 7 or reporting you to law enforcement authorities.
- If you provide the Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback you provide to the Company as non-confidential and non-proprietary. You agree that you will not submit to the Company, for the purposes of providing feedback or suggestions, any information or ideas that you consider or reasonably ought to have known to be confidential or proprietary.
- You agree to indemnify, defend, and hold harmless the Company and its directors, officers, employees and agents, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of: (a) your use of the Site; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; or (d) your User Content. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action, or proceeding, upon becoming aware of it.
- Third-Party Links & Ads; Other Users
- Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, the “Third-Party Links & Ads”). The Third-Party Links & Ads are not under the control of the Company, and the Company is not responsible for any of the Third-Party Links & Ads. The Company provides access to the Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to the Third-Party Links & Ads. Your use of the Third-Party Links & Ads is at your own risk, and you should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including such third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
- Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that the Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
- Subject to applicable law, you hereby release and forever discharge the Company, and our directors, officers, employees, agents, successors and assigns, from, and hereby waive and relinquish each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site, including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads.
The Site is provided on an “as-is” and “as available” basis, and, to the extent permitted by applicable law, the Company, and our service partners, expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We, and our service partners, make no warranty that the Site will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.
- Limitation on Liability
To the maximum extent permitted by law, and subject to the final paragraph in this Section 6, in no event shall the Company, or our service partners, be liable to you or any third party for any lost profits or revenues, lost data, business interruptions, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms or your use of, or inability to use, the Site, even if the Company has been advised of the possibility of such damages. Access to, and use of, the Site is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.
To the maximum extent permitted by law, and subject to the final paragraph in this Section 6, our liability to you for any damages arising from or related to these Terms, for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amounts you have paid or payable by you to the Company for use of the Site, our content, or your data, or, if you have not had any payment obligations to the Company, a maximum of one hundred Canadian Dollars ($100.00). The existence of more than one claim will not enlarge this limit; claims may not be aggregated above this limit. You agree that our service partners will have no liability of any kind arising from or relating to these Terms.
The exclusions in this Section 6 shall apply to the maximum extent permitted by law, but the Company does not exclude liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.
- Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site will terminate immediately. You understand that any such termination may involve deletion of your User Content from our live databases. The Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for deletion of your User Content. The following provisions of these Terms will remain in effect following the termination of your rights hereunder: Sections 2 to 8.
- These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us, if any, and/or by prominently posting notice of the changes on the Site. You are responsible for providing us with your most current e-mail address, if applicable. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our submission of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of five (5) calendar days following our submission of an e-mail notice to you, if applicable, or five (5) calendar days following our posting of notice of the changes on the Site. These changes will be effective immediately for new users of the Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
- Electronic Communications. The communications between you and the Company are by electronic means, whether you use the Site or send us e-mails, or whether the Company posts notices on the Site or communicates with you via e-mail. For contractual purposes, you: (a) consent to receive communications from the Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in hardcopy form.
- Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site.
- A waiver by the Company of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of the Company and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
- Headings and Interpretation. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
- If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon any assignees.
- Governing Law and Jurisdiction. These Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The exclusive jurisdiction for all disputes will be the state and federal courts located in the Northern District of California, and you and “the Company” each waive any objection to jurisdiction and venue in such courts.
- Copyright/Trademark Information. Copyright © 2020 Flixed, Inc. All rights reserved. All trademarks, logos and service marks (the “Marks”) displayed in the Site are our property or the property of third parties. You are not permitted to use the Marks without our prior written consent or the consent of a third party, as applicable.
- Contact Information. If you wish to contact us in writing, or if these Terms require you to give notice to us in writing, please contact us at:
388 Market Street, Suite 1300
San Francisco, CA 94111