Last Updated on March 20, 2011
IMPORTANT: PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY BEFORE USING THE WEB SITE OWNED AND OPERATED BY CONTENT RULES, INC. (“CONTENT RULES”) AT WWW.CONTENTRULES.COM (THE “SITE”). BY ACCESSING AND USING THE SITE YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH, THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, ACCESS OR USE THE SITE. The terms “you” and “your” for purposes of these Terms, means both you in your individual capacity, and the company or other business entity whom you represent and on whose behalf you use the Site under actual or apparent authority. BY AGREEING TO THESE TERMS AND/OR USING THE SITE, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO REPRESENT AND LEGALLY BIND THE COMPANY OR OTHER BUSINESS ENTITY FOR WHOM YOU ARE ACTING. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU ARE SOLELY RESPONSIBLE FOR ALL ACTS AND OMISSIONS RELATING TO YOUR USE OF THE SITE.
Changes to Terms. Content Rules may add to, change or remove any part, term or condition of these Terms, and any Content (as defined below), including, without limitation, software or other product and service descriptions and pricing, at any time without prior notice to you. It is your responsibility to check these Terms periodically for changes. By continuing to access and use the Site, you are indicating your acceptance of such changes. We will notify you of changes to these Terms by changing the “Last Updated” date above, and posting a notice that the Terms have changed when the Site is accessed for the first time after a change is made, or sending an e-mail to your registered e-mail address if you have provided this to Content Rules.
Privacy. Content Rules will only use any personal information that you provide to Content Rules in connection with your use of the Site and our products and services, in accordance with the terms of our privacy policy (the “Privacy Policy”). In this regard, you agree to the then-current version of the Privacy Policy that you can find and read at http://www.contentrules.com/privacy/. You hereby agree that we may use your personal information in accordance with the terms of the Privacy Policy.
Use of Site. Subject to your compliance with these Terms, Content Rules hereby grants you a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to access the Site and use the information, text, images, graphics, user and visual interfaces, applications, software, documents, and other materials displayed on the Site (collectively, the “Content”), solely for your personal internal business use, on condition that such use is solely in accordance with the purposes for which Content Rules makes the Site and Content available. You may not copy, modify, reproduce, publicly display or perform, distribute, or otherwise use the Content except as expressly set forth above. You may not remove any copyright or other proprietary notices from any Content. If you breach any of these Terms, your authorization to use the Site and Content automatically terminates without notice to you, and you must immediately destroy any copies of the Content in your possession.
Separate Product and Service Terms. These Terms are only intended to apply to the Site and Content; your use of any software or other products and related services (“Products and Services”) made available to you by Content Rules are governed by the applicable software license agreements and/or other terms and conditions applicable to such Products and Services, as provided to you by Content Rules. You will be required to agree to the terms of such software license agreements and/or other terms and conditions before you are permitted to use any Products and Services.
Prohibitions. You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or otherwise attempt to gain unauthorized access to any portion or feature of the Site or Content, or any other systems or networks connected to the Site, or to any server of Content Rules or its third party service providers, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Site, or with any other person’s use of the Site; (d) breach any security measures implemented on the Site; (e) track or seek to trace any information on any other person who visits the Site; (f) use the Site or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data; or (g) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to, the Site or Content, or otherwise made available to you in connection with the Site or Content.
Indemnification. You hereby agree to defend, indemnify and hold each of the Content Rules Parties (as defined below) harmless from and against, any and all losses, liabilities, damages, and/or claims (including, without limitation, attorneys’ fees and costs) arising from your breach of these Terms, arising from any content that you post or transmit through the Public Areas (as defined below), or otherwise arising from your use or misuse of the Site or Content.
Proprietary Rights. You hereby acknowledge and agree that Content Rules or its licensors own all legal right, title and interest in and to the Site and Content, including, without limitation, any and all intellectual property and other proprietary rights (including, without limitation, all patent rights, copyright rights, trademark rights and trade secret rights) which subsist in the Site and Content (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between you and Content Rules, all Content together with the design, structure, selection, coordination, expression, ‘look and feel’, and arrangement of the Site and Content, and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site and in the Content are all owned by Content Rules or its licensors. Nothing in these Terms gives you any right to use any of Content Rules’ or its licensors’ trade names, trade marks, service marks, logos, domain names, or other distinctive brand features. All rights not expressly granted by Content Rules under these Terms are reserved. There are no implied rights.
Feedback. If you send or transmit any communications, comments, questions, suggestions, or related materials to Content Rules, whether by letter, e-mail, telephone, or otherwise (“Feedback”), suggesting or recommending changes to our Site or Content, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Content Rules is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, software or other products and services using such Feedback. You understand and agree that Content Rules is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Message Boards, Discussion Boards and Blogs. Content Rules may in its sole discretion, make message boards and/or discussion boards available to you on the Site and may also permit you to comment on one or more Content Rules blogs on the Site (collectively, “Public Areas”). Content Rules makes the Public Areas available to promote and encourage open, honest and respectful communication between and among users of the Site and Content Rules products and services. You are solely and exclusively responsible and liable for all content that you post to, or transmit through, a Public Area. You acknowledge and agree that Content Rules does not control the content posted or transmitted through any Public Area, and does not guarantee the accuracy, integrity, quality, or suitability of such posted or transmitted content. Content Rules does not pre-screen content posted or transmitted through any Public Area on the Site. Content Rules may, but is not obligated to, monitor the posting activities of Site users and may in its sole discretion, edit or remove any user-provided content and/or restrict a user’s ability to post content to the Public Areas. By using any Public Area, you understand that you may be exposed to Content that is offensive, indecent or objectionable, and you use such Public Areas solely at your own risk and Content Rules has no responsibility or liability to you in connection therewith. You should exercise common sense and appropriate caution before posting any of your own personally identifiable information or other confidential information to any Public Area, as such information will be viewable by any user accessing such Public Area, and Content Rules has no responsibility or liability to you in respect of your decision to make your personally identifiable information or other confidential information publicly available through the Public Areas. Without limiting the foregoing, you may not: (a) post any false, malicious, reckless, abusive, defamatory, offensive, inflammatory, inappropriate, or illegal content to any Public Area; or (b) post any confidential or personal information of any other person or entity to any Public Area.
Copyright Infringement. Content Rules respects the intellectual property and other proprietary rights of others and has a policy of removing Content from the Site that infringes third party copyrights and suspending and/or terminating the account or other access of any user who uses the Site in violation of copyright law, and where appropriate, blocking such user’s access to the Site. If you are a copyright owner, or an agent thereof, and believe that your work is the subject of copyright infringement and appears on our Site, you may submit a notification to us pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent (designated below) with the following information in writing: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit Content Rules to locate such material; (d) information reasonably sufficient to permit Content Rules to contact you, such as an address, telephone number, and, if available, an e-mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are, or that you are authorized to act on behalf of, the owner of an exclusive right that is allegedly infringed. Content Rules’ designated copyright agent to receive notifications of claimed infringement under the DMCA is set forth below. Only DMCA or other copyright-related notices should be sent to the copyright agent; any other communications sent to the copyright agent will be destroyed.
Attn: DMCA Agent
Content Rules, Inc.
2328B Walsh Avenue
Santa Clara, CA 95051
Fax: (408) 395-8278
E-mail: dmca@contentrules.com
Third Party Web Sites. The Site may provide links to third party web sites (“Third Party Sites”). We provide such links solely as a convenience to you. Content Rules does not review, approve, endorse, or make any representations about such Third Party Sites, the companies or persons who own and/or operate them, or any information, software or other products and services made available through such Third Party Sites, or any results that may be obtained from using them. You should exercise common sense and your own judgment, and if you decide to access any Third Party Sites linked to the Site, you do so entirely at your own risk, and you are solely responsible for your activities conducted in connection with such Third Party Sites. Your use of Third Party Sites is subject to the terms of use and privacy policies located on the linked to Third Party Sites which may be different from these Terms or our Privacy Policy.
Disclaimer of Warranties. THE SITE AND CONTENT ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. CONTENT RULES, ON BEHALF OF ITSELF AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “CONTENT RULES PARTIES”): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE AND CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE AND CONTENT WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR CONTENT IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOUR USE OF THE SITE AND CONTENT IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND CONTENT. THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND CONTENT RULES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CONTENT RULES OR ANY PERSON ON BEHALF OF CONTENT RULES SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY. NOTHING IN THIS PARAGRAPH SHALL EXCLUDE OR LIMIT CONTENT RULES’ WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability. IN NO EVENT WILL ANY CONTENT RULES PARTY BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SITE AND CONTENT, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF A CONTENT RULES PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE FOREGOING, A CONTENT RULES PARTY IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE OR CONTENT, THE RELEVANT CONTENT RULES PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE SUM OF ONE HUNDRED (100) US DOLLARS. NOTHING IN THIS PARAGRAPH SHALL EXCLUDE OR LIMIT ANY CONTENT RULES PARTY’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH CONTENT RULES PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
Export Control. The Site is administered by Content Rules from its offices in Santa Clara, California. Content Rules makes no representation or warranty that the Site and Content are appropriate or available for use outside the United States of America, and the access and use of the Site and Content in jurisdictions where their access and use is illegal, is prohibited. You are solely responsible for determining whether you are permitted to access and use the Site and Content under the laws of the jurisdiction from which you access and use them. You may not use, export or re-export the Content in violation of any applicable laws, rules or regulations including, without limitation, U.S. export laws and regulations. Not all software or other products and services displayed on the Site may be available in your jurisdiction.
Electronic Communications. Whenever you visit our Site or send e-mails to us, you are communicating with us electronically. For that reason, you also consent to receive communications from us electronically. We will communicate with you by e-mail, by posting notices on our Site or by such other means as we may determine from time-to-time. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.
Governing Law. These Terms will be construed and enforced in all respects in accordance with the laws of the State of California, without reference to its choice of law rules. Except as set forth below, the federal and state courts seated in Santa Clara County, California, shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, these Terms, and you hereby irrevocably waive any objection to such exclusive jurisdiction; provided however, that Content Rules may seek to enforce any judgment in its favor in any court of competent jurisdiction. Notwithstanding the foregoing, Content Rules may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its proprietary and other rights. You agree that your breach or threatened breach of these Terms may result in immediate and irreparable damage to Content Rules for which there is no adequate remedy at law. The failure of Content Rules to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any part of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms, and the other parts will remain in full force and effect. These Terms are only valid in the English language.