Indify, Inc. ("we" or "us") reserves the right to amend, remove, or add to these Terms at any time. Such modifications shall be effective immediately. Accordingly, you should continue to review the Terms whenever accessing, linking to, or using this Site. Your access, link to, or use of the Site, or any services on this Site, after the posting of modifications to the Terms will constitute your acceptance of the Terms, as modified. If, at any time, you do not wish to accept the Terms, you should immediately stop using the Site and may not access, link to, or use the Site or its services. Any terms and conditions proposed by you which are in addition to or which conflict with the Terms are expressly rejected by us and shall be of no force or effect.
1. Intellectual Property. This Site, including but not limited to text, content, photographs, music, video, audio and graphics, and other materials on the Site (the "Service"), is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries, both as a collective work and individual works for various independent pieces of content. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site.
You acknowledge that the Service has been developed, compiled, prepared, revised, selected, and arranged by us, our affiliates and third parties through substantial time, effort, and money and constitutes our valuable intellectual property or the intellectual property of others. You agree to protect our proprietary rights and all others having rights in the Service and to comply with our reasonable written requests or those of our suppliers and licensors of content, equipment, or otherwise ("Suppliers") to protect their and others' contractual, statutory, and common law rights in the Service. You agree to notify us in writing promptly upon becoming aware of any unauthorized access or use of the Service by any individual or entity or of any claim that the Service or any content displayed on the Service infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the "Intellectual Property Rights") shall, as between you and us, at all times be and remain our sole and exclusive property. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) (express or implied) are reserved to us for our exclusive use. Except as specifically permitted by the Terms, you may not copy or make any use of the Service or any portion thereof. Except as specifically permitted herein, you shall not use the Intellectual Property Rights or the Service, or the names of any individual participant in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without our prior written approval.
2. Restrictions on Use. You may not use the Service for any illegal purpose, for the facilitation of the violation of any law or regulation or to encourage anyone else to do so, or in any manner inconsistent with the Terms. You agree to use the Service solely for your own noncommercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute, or dispose of any information, content, audio, video, photos, music or other materials contained in the Service in any manner, including without limitation, in a manner that could reasonably be deemed to compete with our business. For avoidance of doubt, the restrictions in this Section only apply to such materials with regard to use of the Service and Site, and shall not prevent you from dealing with the same or similar materials to the extent such materials are available from other sources.
You may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works from, transmit, or in any way exploit any part of the Service or the Site, except that you may download material from the Service for your own personal, noncommercial use, provided that you retain all copyright and other proprietary notices. You may not recirculate, redistribute or otherwise disseminate any music, audios, videos, photos, content, or other materials included in the Service without our prior written consent. For avoidance of doubt, the foregoing in this Section only apply to such materials with regard to use of the Service and Site and shall not prevent you from recirculating, redistributing or otherwise disseminating any music, audios, videos, photos, content, or other materials to the extent available from other sources. You may not offer any part of the Service for sale or distribute it over any other medium including but not limited to television, radio, a computer network or hyperlink framing on the internet without our prior written consent. The Service, content, music, audios, videos, photos, information or other materials contained therein may not be used to construct a database of any kind. You may not store the Service (in its entirety or in any part) in databases for access by you or any third party or to distribute all or part of the Service through any means other than expressly set forth herein. You may not use the Service in any way to improve data that you may distribute or sell to any third party.
You may not input, distribute, upload, post, email, transmit or otherwise make available any content through the Service that: (i) is promotional in nature, including solicitations for funds or business, without our prior written authorization, or constitutes junk mail, spam, chain letters, pyramid schemes or the like; (ii) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (iii) you do not have the right to make available under any law or under contractual or fiduciary relationships (i.e., proprietary and confidential information, personally identifiable information or material information relating to trading securities); (iv) infringes any patent, trademark, trade secret, copyright or other proprietary rights or privacy rights of any party; (v) 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; (vi) is harmful to or threatens minors; or (vii) constitutes the personally identifiable information of any other person that such person has not authorized you to disclose.
You may not use any of our trademarks, trade names, service marks, copyrights, or logos in any manner which creates the impression that such items belong to or are associated with you or are used with our consent, and you acknowledge that you have no ownership rights in and to any of such items.
You may neither interfere with nor attempt to interfere with nor otherwise disrupt the proper working of the Service, any activities conducted on or through the Service or any servers or networks connected to the Service. You may neither obtain nor attempt to obtain through any means any materials or information on the Service that have not been intentionally made publicly available either by public display on the Service or through accessibility by a visible link on the Service. You shall not violate the security of the Service or attempt to gain unauthorized access to the Service, data, materials, information, computer systems or networks connected to any server associated with the Service, through hacking, password timing or any other means. You may neither take nor attempt any action that, in our sole discretion, imposes or may impose an unreasonable or disproportionately large load or burden on the Service or the infrastructure of the Service. You shall not use or attempt to use any "scraper," "robot," "bot," "spider," "data mining," "computer code," or any other automate device, program, tool, algorithm, process or methodology to access, acquire, copy, or monitor any portion of the Service, any data or content found on or accessed through the Service, or any other Service information without our prior express written consent. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any other content.
You may not (a) restrict or inhibit any other user from using and enjoying the services or features of the Site; (b) use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; (d) "stalk" or otherwise harass another; (e) use the Site to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising; or (f) gather for marketing purposes any email addresses or other personal information that has been posted by other users of the Site.
The Site may include a variety of services and features, such as bulletin boards, web logs, chat rooms, and email services, which allow feedback to us and real-time interaction between users, and other features, such as personalized home pages and email services, which allow users to communicate with others. Responsibility for what is posted on bulletin boards, web logs, chat rooms, and other public posting areas on the Site, or sent via any email services on the Site, lies with each individual user. You alone are responsible for the material, including without limitation, that you post or send. We do not control the messages, information or files that you or others may provide through the Site.
You understand that we have no obligation to monitor any bulletin boards, chat rooms, web logs, or other areas of the Site through which users can supply information or material. However, we reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of the Terms. We also reserve the right to deny access to the Site or any features of the Site to anyone who violates the Terms or who, in our sole judgment, interferes with the ability of others to enjoy the Site or infringes the rights of others.
(i) You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the Terms. Should you choose to download content from the Service, you must do so in accordance with the Terms. Such download is licensed to you by us only for your own personal, noncommercial use in accordance with the Terms and does not transfer any other rights to you.
(ii) If you submit material, photos, videos, audios or other content to this Site or to us (including feedback or other suggestions relating to the Site or Services), you grant to us a perpetual, nonexclusive, irrevocable, fully paid, royalty-free, sublicensable and transferable (in whole or in part) worldwide right and license in any and all media, now known or later developed, to use, publish, reproduce, display, modify, transmit digitally, create derivative works based upon, distribute, copy, and otherwise exploit, such material, photos, videos, audios or other content (and/or feedback and suggestions) for any purpose whatsoever (including, without limitation, advertising, commercial, promotional and publicity purposes) in our sole discretion without additional notice, attribution or consideration to you or to any other person or entity. You represent and warrant that you own or otherwise control all of the rights to the material that you submit; that the material you submit is truthful and accurate; that the material will not infringe or violate any third party intellectual property, proprietary or privacy rights; that use of the material you supply does not violate the Terms and will not cause injury to any person or entity; and that you will indemnify us and our Suppliers, agents, directors, officers, employees, representatives, successors, and assigns for all claims resulting from material you supply. We on behalf of ourselves and our Suppliers, agents, directors, officers, employees, representatives, successors, and assigns disclaim any responsibility and assume no liability for any material submitted by you or any third party.
4. Fees and Payments. In order to use the Service you are required to register and create an account. Such account may be subject to the agreement that we enter into with you, and the fees and costs set forth therein.
5. Registration and Account Creation. As part of the registration and account creation process necessary to obtain access to certain portions of the Service, including those portions that require a fee or payment for access, you will select a username and a password. You will provide us with certain registration information, all of which must be accurate, truthful, and updated. You shall not: (i) select a username already used by another person; (ii) use a username in which another person has rights without such person's authorization; or (iii) use a username or password that in our sole discretion, deems offensive or inappropriate. We reserve the right to deny creation of your account based on our inability to verify the authenticity of your registration information. You shall be solely responsible for maintaining the confidentiality of your password. You shall immediately notify us of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. You are fully responsible for all usage and activity on your account, including, but not limited to, use of the account by any third party authorized by you to use your username and password. The use of your account by any individual under age sixteen (16) is strictly prohibited. If the computer system or equipment on which you accessed the Service is sold or transferred to another party, you warrant and represent that you will delete all cookies and software files obtained by or through use of the Service. We reserve the right to terminate your account, in our sole discretion, at any time without notice. You may terminate your account at any time. You are responsible for all charges incurred up to the time the account is terminated. Notwithstanding anything else herein, we reserve the right to pursue any and all claims against any user of your account. You agree to maintain only one account with the Service at any time and certify that you currently have no other account(s) with the Service.
6. Restrictions on Linking to this Site. You may establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of your internet website by us, or any of our affiliate websites. However, you may not, without our prior written permission, frame or inline link any of the content of the Site, or incorporate into another website or other service any of our material, content or intellectual property. You may not however link to any internet website containing an inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information that violates any applicable intellectual property, proprietary, privacy or publicity rights. Further, you may not archive, cache, or mirror any page or portions of any page of the Site. If you would like to use, reprint, frame, or redistribute any of our content other than as permitted herein, you must request permission from us.
7. Notice of Copyright Infringement. If you are a copyright owner who believes your copyrighted material has been reproduced, posted or distributed via the Site in a manner that constitutes copyright infringement, please inform us by sending written notice by U.S. Mail to Indify, Inc., 10 Kolbert Drive, Scarsdale, NY 10583, Attention: CTO. The notice should comply with the Digital Millennium Copyright Act (and international intellectual property law, where applicable), and include, among other things, the following information as set forth in the Digital Millennium Copyright Act, 17 U.S.C. § 512 (c)(3)(A).
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work you claim is being infringed, or, if you want to cover multiple copyrighted works in a single notice, a representative list of such works.
Identification of the material that you claim is infringing or is the subject of infringing activity and that you believe should be removed or access to which should be disabled, with information reasonably sufficient to permit us to locate the material.
Information reasonably sufficient to permit us to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted.
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.
Please note that the contact information provided in this paragraph is for suspected copyright infringement only. Contact information for other matters is provided elsewhere in the Terms or on the Site.
8. Disclaimer and Limitation of Liability.
(i) YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SERVICE AND ANYTHING CONTAINED WITHIN THE SERVICE, INCLUDING, BUT NOT LIMITED TO, CONTENT, SERVICE, GOODS, OR ADVERTISEMENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND THAT WE MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
(ii) We do not warrant that the Service is compatible with your equipment or that the Service, or e-mail sent by us or on our behalf, is free of errors or viruses, worms or "Trojan horses," or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that we and our Suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall have no responsibility or liability for: (a) any injury or damages, whether caused by our negligence, or the negligence of our affiliates, Suppliers, agents, directors, officers, employees, representatives, subsidiaries, successors, and assigns, or otherwise arising in connection with the Service and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against us by any other party; or (b) any fault, inaccuracy, omission, delay, or any other failure in the Service caused by your computer equipment or arising from your use of the Service on such equipment. The content of other internet websites, services, goods, or advertisements that may be linked to the Service is not maintained or controlled by us. We are not responsible for the availability, content, or accuracy of other internet websites, services, or goods that may be linked to, or advertised on, the Service. We do not: (1) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service; (2) guarantee the accuracy, completeness, usefulness or adequacy of any other interest websites, services, goods, or advertisements that may be linked to the Service; or (3) make any endorsement, express or implied, of any other internet websites, services, goods, or advertisements that may be linked to the Service. We are also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the Service. You understand that we and/or third-party contributors to the Service may choose at any time to inhibit or prohibit their content from being accessed under the Terms.
(iii) You acknowledge that: (a) the Service is provided for information purposes only; (b) the Service may include certain information taken from sources from around the world; (c) we do not guarantee the accuracy, completeness, or timeliness of the Service; (d) the provision of certain parts of the Service is subject to the terms and conditions of other agreements to which we are a party; and (e) the information provided on this Site is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Accordingly, anything to the contrary herein set forth notwithstanding, we and our Suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (1) inaccuracies or errors in or omissions from the Service; (2) delays, errors, or interruptions in the transmission or delivery of the Service; or (3) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.
(iv) UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE OR OUR SUPPLIERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF WE OR THEY HAVE BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THE TERMS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.
9. Your Authority to Agree to the Terms. You represent, warrant and covenant that you have the power and authority to enter into this agreement, including being of appropriate age to do so.
10. Indemnification. You agree, at your own expense, to indemnify, defend and hold harmless us and our Suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' and experts' fees, arising out of or in connection with the Service, or any links on the Service, including, but not limited to: (i) your use or someone using your computer's use of the Service; (ii) use by someone using your account; (iii) a violation of the Terms by you or anyone using your computer (or account, where applicable); (iv) a claim that any use of the Service by you or someone using your computer (or account, where applicable) infringes any intellectual property right of any third party, or any right of privacy or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (v) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Service by you or someone using your computer (or account, where applicable); (vi) any misrepresentation or breach of representation or warranty made by you contained herein; or (vii) any breach of any covenant or agreement to be performed by you hereunder. You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense. You agree to pay our reasonable attorneys' fees incurred in connection with any and all lawsuits brought against you by us under the Terms and any other terms and conditions of service on this Site, including without limitation, lawsuits arising from your failure to indemnify us pursuant to the Terms.
11. Termination. You may terminate the Terms, with or without cause and at any time, by discontinuing your use of the Service and destroying all materials obtained from the Service. You agree that, without notice, we may terminate the Terms, or suspend your access to the Service, with or without cause at any time and effective immediately. The Terms will terminate immediately without notice from us if you, in our sole discretion, fail to comply with any provision of the Terms. We shall not be liable to you or any third party for the termination or suspension of the Service, or any claims related to the termination or suspension of the Service. Upon termination of the Terms by either of us, you must discontinue your use of the Service and destroy promptly all materials obtained from the Service and any copies thereof.
12. Governing Law. The Terms and our relationship shall be governed and construed in accordance with the laws of the United States and the State of New York, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the Terms.
13. United States Export Control & Foreign Assets Control Regulations. We do not represent that materials in the Service are appropriate or available for use in any particular location. Those who choose to access the Service do so on their own initiative and are responsible for compliance with all applicable laws. Software from the Service is subject to U.S. export controls and may not be downloaded, exported or re-exported: (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment of goods; or (ii) to anyone on or acting on behalf of an entity on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Denied Persons List or Entities List (together referred to as "U.S. Prohibited Party Lists"). By downloading or using such software, you represent and warrant that you are not (a) located in or a national or resident of any country noted above that is subject to U.S. trade sanctions, or (b) on any U.S. Prohibited Party List or acting on behalf of any person or entity on any such list.
In using the Site or Service, you will cause communications to be sent through our computer networks, portions of which are located around the United States and possibly abroad. As a result, communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. You acknowledge that use of the Site results in interstate data transmissions.
14. Miscellaneous. You accept that we have the right to change the content or technical specifications of any aspect of the Site at any time in our sole discretion. You further accept that such changes may result in your being unable to access the Site or Service. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. Sections 2, 3, 5, 6, 8, 10, 12 and 14 shall survive any termination of the Terms. The section titles in the Terms are used solely for the convenience of the parties and have no legal or contractual significance. If any provision of the Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the Terms will remain in force. The Terms, any other terms and conditions of service on this Site and any agreement we sign relating to usage of the Service constitute the entire agreement between the parties and govern your use of the Service.