Intellectual Property: Nothing in these Terms grants a license or other right with respect to any CENTRIPLY or Tango Media Systems or third party copyright, trademark or other intellectual property right, whether by implication, estoppel or otherwise. You should assume that everything you see or read in the Services is proprietary information protected by copyright, trademark or applicable law, and may not be used except in connection with use of the Services in conformance with these Terms or with the prior written consent of CENTRIPLY.
User Materials: With exception to materials provided to CENTRIPLY pursuant to a written agreement containing applicable confidentiality provisions, any comments, feedback, ideas, suggestions, data, questions, information, or materials submitted to CENTRIPLY through the Services by any means (“User Materials”) are not confidential. By submitting User Materials, you grant CENTRIPLY a worldwide, royalty-free, irrevocable, fully paid-up, transferable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, the User Materials, including, without limitation, to promote, market and provision the Services and to contact you regarding the Services. You shall be solely responsible for your User Materials and the consequences of uploading, posting, submitting, transmitting or distributing them. You agree that you will not upload, post, submit, transmit, distribute or otherwise make available in the Services: (i) any falsehoods or misrepresentations that could damage CENTRIPLY or any third party; or (ii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate.
Prohibited Conduct: You agree that in connection with your use of the Services you shall not: (i) email or otherwise transmit any unsolicited or unauthorized communication, (ii) upload, transmit or otherwise make available any code or material that may harm or interfere with any device, software, network or service, including, but not limited to, any viruses or propagating worms, Trojan horses or “spyware” programs, (iii) compromise or attempt to compromise the normal functioning or security of the Services, (iv) access or attempt to access any account or password of any user of the Services, (v) falsify your identity in connection with use of the Services, or (vi) perform any load, penetration or vulnerability testing of the Services. Some areas of the Services may be password protected or restrict access to authorized users. No person other than authorized users may access any password protected or restricted areas of the Services. CENTRIPLY is not responsible for any unauthorized access or attempted access to any password protected or restricted area. Unauthorized users do so to at their own risk and may be subject to prosecution and/or civil action. CENTRIPLY reserves the right, should it discover or reasonably suspect any violation of these Terms by you, to suspend or terminate your access to the Services without notice and/or take any other action that it deems necessary.
No Warranty: USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, AND ALL OF THE CONTENT AND MATERIALS CONTAINED THEREIN, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CENTRIPLY MAKES NO REPRESENTATION OR WARRANTY AS TO: INTERRUPTED OR ERROR-FREE SERVICE, HARM TO ANY DEVICE, LOSS OF DATA, THE COMPLETENESS, ACCURACY, CURRENCY, OR ADEQUACY OF, OR THE SUITABILITY, FUNCTIONALITY, AVAILABILITY, OR OPERATION OF THE SERVICES OR THE INFORMATION IT CONTAINS. CENTRIPLY EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SERVICES AND THE MATERIALS AND CONTENT CONTAINED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability: IN NO EVENT SHALL CENTRIPLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOSS PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOST PROGRAMS OR OTHER DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CENTRIPLY’S AGGREGATE LIABILITY ARISING OUT OR IN CONNECTION WITH THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CENTRIPLY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOUR ACCEPTANCE OF THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM OF THIS AGREEMENT AND THE PARTIES ACKNOWLEDGE THAT CENTRIPLY WOULD NOT GRANT ACCESS TO THE SERVICES WITHOUT YOUR ACCEPTANCE.
Indemnification: You agree to indemnify and hold CENTRIPLY harmless from any and all claims, demands, losses, damages or expenses, including reasonable attorney fees, related to your use of the Services or any alleged or actual violation by you of these Terms.
Governing Law: You agree that your use of the Services, and any disputes relating thereto or to these Terms shall be governed in all respects by the laws of the State of New York without reference to its conflict of laws principles. You agree that any dispute relating to these Terms shall be resolved solely in the state or federal courts located in New York, NY.
Miscellaneous: No delay, failure to take any action, or to exercise any right that CENTRIPLY may take or exercise pursuant to these Terms or applicable law, shall constitute a waiver of that action or right by CENTRIPLY. If a provision of these Terms is held to be invalid, the remaining provisions will continue to be valid and enforceable.
Contact: If you have any questions relating to these Terms, please contact the CENTRIPLY at Scott.Stansfield@centriply.com, 630 Third Avenue, New York, NY 10075