1. ACCEPTANCE OF TERMS OF USE FOR THIS WEBSITE
1.1 YOU MUST READ THESE F2MEDIA WEBSITE TERMS OF USE ("TERMS") CAREFULLY.
F2MEDIA AND ITS AFFILIATES ("F2MEDIA") PROVIDE THIS WEBSITE TO YOU,
YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF
YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS.
THESE TERMS ARE ENTERED INTO BY AND BETWEEN F2MEDIA AND YOU, AND YOU ACCEPT THEM
BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THE WEBSITE IN ANY OTHER
MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE
TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
1.2 This website ("Website") includes without limitation: (a) information
such as technical, contractual, product, program, pricing, marketing, and other
valuable information ("Information"); and (b) content such as data,
text, software, music, sound, photographs, graphics, video, messages, or other
materials ("Content"). F2MEDIA controls and operates its websites from
various locations and makes no representation that this Website is appropriate
or available for use in all locations. F2MEDIA products and services may not be
available in Your location, and deliverables may vary among locations. If You
are using the Website on behalf of Your employer, You represent and warrant that
You are authorized to accept these Terms on Your employer's behalf, and that Your
employer agrees to indemnify You and F2MEDIA for violations of these Terms. In
addition to the Terms and unless otherwise noted, the standard F2MEDIA terms and
conditions of sale in your jurisdiction govern purchases You make through the
Website, unless You have in effect a separate valid written purchase or license
agreement with F2MEDIA for that product or service, in which case that separate
agreement governs, and in cases of conflict, prevails.
2. YOUR OBLIGATIONS AND CONDUCT
2.1 In consideration of Your use of the Website, You agree to: (a) provide accurate,
current, and complete information about You as may be prompted by a registration
form on the Website (the "Registration Data"); (b) maintain the security
of your password and identification; (c) maintain and promptly update the Registration
Data, and any information You provide to F2MEDIA, to keep it accurate, current
and complete; and (d) accept all risks of unauthorized access to information and
Registration Data. You have sole responsibility for adequate protection and backup
of data and/or equipment used in connection with the Website.
2.2 You are entirely responsible for all Content that you upload, post or otherwise
transmit via the Website. You agree not to upload, post or otherwise transmit
via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic,
defamatory, racist, violent, offensive, harassing, or otherwise objectionable
to F2MEDIA or other users of the Website; (b) includes unauthorized disclosure
of personal information; (c) violates or infringes anyone's intellectual property
rights; or (d) 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. F2MEDIA reserves the right
to edit or remove Content that violates these Terms or that contains third-party
commercial advertisements.
2.3 You agree that You will not use the Website to: (a) transmit spam, bulk
or unsolicited communications; (b) pretend to be F2MEDIA or someone else, or spoof
F2MEDIA's or someone else's identity; (c) forge headers or otherwise manipulate
identifiers (including URLs) in order to disguise the origin of any Content transmitted
through the Services; (d) misrepresent your affiliation with a person or entity;
(e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively
affects other users' ability to use the Website; (f) engage in activities that
would violate any fiduciary relationship, any applicable local, state, national
or international law, or any regulations having the force of law, including but
not limited to attempting to compromise the security of any networked account
or site, operating an illegal lottery or gambling operation, stalking, or making
threats of harm; or (g) collect or store personal data about other users unless
specifically authorized by such users.
3. CONFIDENTIALITY OF F2MEDIA INFORMATION
3.1 You may obtain direct access via the Website to certain confidential information
of F2MEDIA and its suppliers, including without limitation technical, contractual,
product, program, pricing, marketing and other valuable information that should
reasonably be understood as confidential ("Confidential Information").
You must hold Confidential Information in strict confidence. Title to Confidential
Information remains with F2MEDIA and its suppliers.
3.2 Your obligations regarding Confidential Information expire five (5) years
after the date of disclosure. Upon termination of the Terms or F2MEDIA's written
request, you must cease use of Confidential Information and return or destroy
it.
3.3 The Terms impose no obligation upon You with respect to Confidential Information
that You can establish by legally sufficient evidence: (a) You possessed prior
to Your receipt from F2MEDIA, without an obligation to maintain its confidentiality;
(b) is or becomes generally known to the public through no act or omission by
You, or otherwise without violation of the Terms; (c) You obtained from a third
party who had the right to disclose it, without an obligation to keep such information
confidential; (d) You independently developed without the use of Confidential
Information and without the participation of individuals who have had access to
it, or (e) in response to a valid order by a court or other governmental body,
as otherwise required by law, or as necessary to establish the rights of either
party under these Terms and as disclosed after prior notice to F2MEDIA adequate
to afford F2MEDIA the opportunity to object to the disclosure.
4. CONTENT SUBMITTED TO F2MEDIA
4.1 F2MEDIA does not claim ownership of the Content You place on the Website and
shall have no obligation of any kind with respect to such Content. Unless otherwise
stated herein, or in F2MEDIA's Privacy Policy, any Content you provide in connection
with this Website shall be deemed to be provided on a non-confidential basis.
F2MEDIA shall be free to use or disseminate such Content on an unrestricted basis
for any purpose, and You grant F2MEDIA and all other users of the Website an irrevocable,
worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute,
transmit, display, perform, adapt, resell and publish such Content (including
in digital form). You represent and warrant that you have proper authorization
for the worldwide transfer and processing among F2MEDIA, its affiliates, and third-party
providers of any information that You may provide on the Website.
4.2 F2MEDIA does not routinely monitor Content, but F2MEDIA and its designees
reserve the right to monitor, restrict access to, edit or remove any Content that
is available via the Website.
5. DELIVERY OF E-MAIL
F2MEDIA will attempt to deliver all of the e-mail that is addressed to your e-mail
address on F2MEDIA's Services. However, the nature of e-mail is such that F2MEDIA
cannot guarantee delivery of such e-mail.
6. INDEMNITY
You agree to indemnify and hold F2MEDIA and its subsidiaries, affiliates, shareholders,
officers, directors, agents, licensors, suppliers, alliance members, other partners,
employees and representatives harmless from any claim or demand, including reasonable
attorneys' fees, made by any third party due to or arising out of Your Content,
Your use of or connection to the Website (including any use by You on behalf of
Your employer), Your violation of the Terms, or Your violation of any rights of
another.
7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF
TERMS
F2MEDIA may provide notice to You via email, regular mail, or posting notices
or links to notices on the Website. F2MEDIA reserves the right at any time to
modify, suspend or terminate the Services (or any part thereof), and/or your use
of or access to them, with or without notice. F2MEDIA may also delete, or bar
access to or use of, all related Information and files. F2MEDIA will not be liable
to you or any third-party for any modification, suspension, or termination of
the Services, or loss of related information. F2MEDIA may amend these Terms at
any time by posting the amended terms on this Website.
8. ADVERTISEMENTS AND PROMOTIONS
F2MEDIA runs advertisements and promotions from third parties on the Website.
Your correspondence or business dealings with, or participation in promotions
of, advertisers other than F2MEDIA found on or through the Website, including
payment and delivery of related goods or services, and any other terms, conditions,
warranties or representations associated with such dealings, are solely between
you and such advertiser. F2MEDIA is not responsible or liable for any loss or
damage of any sort incurred as the result of any such dealings or as the result
of the presence of such non-F2MEDIA advertisers on the Website.
9. CONTENT PROVIDED VIA LINKS
9.1 You may find links to other Internet sites or resources on the Website. You
acknowledge and agree that F2MEDIA is not responsible for the availability of
such external sites or resources, and does not endorse and is not responsible
or liable for any content, advertising, products, or other materials on or available
from such sites or resources. F2MEDIA will not be responsible or liable, directly
or indirectly, for any actual or alleged damage or loss caused by or in connection
with use of or reliance on any such content, goods or services available on or
through any such site or resource.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Except as expressly authorized by F2MEDIA or by Content providers, You agree
not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame,
republish, download, transmit, or create derivative works of the Content of others,
in whole or in part, by any means. You must not modify, decompile, or reverse
engineer any software F2MEDIA discloses to you, and You must not remove or modify
any copyright or trademark notice, or other notice of ownership.
10.2 "F2MEDIA Trademarks" means all names, marks, brands, logos,
designs, trade dress, slogans and other designations F2MEDIA uses in connection
with its products and services. You agree to comply with the F2MEDIA Trademark
and Logo Usage Requirements. You may not remove or alter any F2MEDIA Trademarks,
or co-brand your own products or material with F2MEDIA Trademarks, without F2MEDIA's
prior written consent. You acknowledge F2MEDIA's rights in F2MEDIA Trademarks
and agree that any use of F2MEDIA Trademarks by You shall inure to F2MEDIA's sole
benefit. You agree not to incorporate any F2MEDIA Trademarks into Your trademarks,
service marks, company names, Internet addresses, domain names, or any other similar
designations, for use on or in connection with computer or Internet-related products,
services or technologies.
10.3 Unless explicitly stated herein, nothing in these Terms shall be construed
as conferring any license to intellectual property rights, whether by estoppel,
implication, or otherwise. Permission is granted to display, copy, distribute
and download Content owned by F2MEDIA on this Website provided that: (a) the copyright
notice pertaining to the Content remains, and a permission notice (e.g., "Used
with permission") is added to such Content; (b) the use of such Content is
solely for personal and non-commercial use; (c) such Content will not be copied
or posted on any networked computer or published in any medium, except as explicitly
permitted by valid permission or license covering such materials; and (d) no modifications
are made to such Content. This permission terminates automatically without notice
if You breach any of the terms or conditions in this Section 10.4. Upon termination,
You must immediately destroy any downloaded and/or printed Content.
11. DISCLAIMER OF WARRANTIES
11.1 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY
STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED
IN SECTION 1.2) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND
"WITH ALL FAULTS" BASIS. F2MEDIA DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS,
REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR
CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NONINFRINGEMENT. F2MEDIA MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR
GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS
OF THE WEBSITE.
11.2 F2MEDIA MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL
BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY
PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED
FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS
IN THE WEBSITE WILL BE CORRECTED.
11.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES
RESULTING FROM COMPUTER VIRUSES.
12. LIMITATION OF LIABILITY
12.1 TO THE FULL EXTENT PERMITTED BY LAW, F2MEDIA IS NOT LIABLE FOR ANY DIRECT,
INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY
TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION
WITH THE WEBSITE, EVEN IF F2MEDIA HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY
COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER
IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION
DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST
OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA,
INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS
ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD
PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION
OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT
TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
12.2 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION
OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION
OR EXCLUSION MAY NOT APPLY.
13. F2MEDIA'S PRIVACY POLICY
You consent to the collection, processing and storage by F2MEDIA of Your personal
information in accordance with the terms of F2MEDIA's Privacy Policy, which is
available at http://www.f2media.net/.
You agree to comply with all applicable laws and regulations, and the terms of
F2MEDIA's Privacy Policy, with respect to any access, use and/or submission by
you of any personal information in connection with this Website.
14. GENERAL TERMS
14.1 The Terms constitute the entire agreement between You and F2MEDIA relating
to their subject matter, and cancel and supersede any prior versions of the Terms.
No modification to the Terms will be binding, unless in writing and signed by
an authorized F2MEDIA representative. You must not assign or otherwise transfer
the Terms or any right granted hereunder. You also may be subject to additional
terms and conditions that may apply when You use F2MEDIA or third-party products
or services.
14.2 You agree that any material breach of Sections 2, 3, 4, 6, and 10 of the
Terms will result in irreparable harm to F2MEDIA for which damages would be an
inadequate remedy and, therefore, in addition to its rights and remedies otherwise
available at law, F2MEDIA will be entitled to equitable relief, including both
a preliminary and permanent injunction, if such a breach occurs. You waive any
requirement for the posting of a bond or other security if F2MEDIA seeks such
an injunction.
14.3 California law and controlling U.S. federal law govern any action related
to the Terms and/or Your use of the Website. Choice of law rules of any jurisdiction
and the United Nations Convention on Contracts for the International Sale of Goods
will not apply to any dispute under the Terms. You and F2MEDIA agree to submit
to the personal and exclusive jurisdiction of the courts located within the county
of Los Angeles, California, U.S.A.
14.4 Services, Content, and product derived or obtained from this Website may
be subject to the U.S. export laws and the export or import laws of other countries.
You agree to comply strictly with all such laws and, in particular, shall: (a)
obtain any export, re-export, or import authorizations required by U.S. or your
local laws; (b) not use Services, Content, or direct product from this Website
to design, develop or produce missile, chemical/biological, or nuclear weaponry;
and (c) not provide Services, Content, or direct product from this Website to
prohibited countries and entities identified in the U.S. export regulations.
14.5 Rights and obligations under the Terms which by their nature should survive
will remain in full effect after termination or expiration of the Terms.
14.7 Any express waiver or failure to exercise promptly any right under the
Terms will not create a continuing waiver or any expectation of non-enforcement.
If any provision of the Terms is held invalid by any law or regulation of any
government, or by any court or arbitrator, the parties agree that such provision
will be replaced with a new provision that accomplishes the original business
purpose, and the other provisions of the Terms will remain in full force and effect. |