This agreement describes the terms and conditions for using the Stylophane Social Analytics System ("The Service"). The service is provided by Stylophane LLC ("Stylophane LLC") via the website http://stylophane.com ("The Website"). By signing up for this service and checking the "I have read and accept the Terms and Conditions" checkbox you become a "User" (or "You") of the service and are bound by these terms and conditions. Additionally, anyone who is acting on your behalf (such as employees or other representatives) accessing the service shall be bound by the terms of this agreement.
2. NON-EXCLUSIVE LICENSE
Stylophane grants you a non-exclusive license to use the Service in accordance with these terms and conditions. You may not: (1) modify, translate, or create derivative works based on the Service, or permit other individuals to so; (2) rent, lease, transfer or otherwise transfer rights to the Service; (3) use a single account for multiple business entities; (4) provide third parties with access to your account, except for third parties specifically authorized by Stylophane; and/or (5) reverse engineer or disassemble the Service.
The term of this Agreement shall begin upon your acceptance of this Agreement and shall continue until you cancel the service by emailing a request to un-subscribing via the 'Contact Us' section of The Website.
Stylophane's exclusive obligation is to make the Service available to you through the website. Stylophane may modify, alter, suspend, remove, disable access to, terminate or discontinue all or any portion of the website and service at any time for any reason, without notice, cost or liability.
5. AVAILABILITY OF SERVICE
Stylophane does not guarantee availability of the service or website. You understand and agree that the Services may be inaccessible, unavailable or inoperable for any reason for various lengths of time. While Stylophane will attempt to provide continuous access to the website and service, you agree and acknowledge that Stylophane is not responsible for the availability, or operability of any third party provider. Stylophane is not responsible for providing the hardware, software, communications equipment, or other services, devices, or products required to access the service or website.
Stylophane authorizes you to access the services and website for the sole purpose of managing your account and reviewing reports. You agree that you will not use the website or any content therein for any other purpose and that you will not disseminate or distribute any of this information. You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access your account or to monitor or copy the website or the content contained therein. You agree that you will not use any device, software, reverse engineering, or routine to interfere or attempt to interfere with the proper working of the website, any of the services offered through the website, the Services, and/or the links, tracking, or reporting methods used by the service or Stylophane. Stylophane reserves the right to discontinue service to you if, in our determination, you are causing a undue burden on our infrastructure, website, or service.
You are responsible for all activities that occur under your password or account, and it is you responsibility to keep your password(s) and/or account information confidential. You shall be solely responsible for any authorized or unauthorized access to your account by any person. If any unauthorized use of your account or password occurs, you must notify Stylophane via phone and/or email immediately, and Stylophane will suspend use of the account and password until a new password is in place.
8. RIGHTS RESERVED, RIGHTS GRANTED, Data Ownership.
a. Stylophane reserves the right to approve or reject any user for any reason at any time. b. Stylophane compiles information on the use of the service, and the websites using the service. This information is only used and presented in aggregate form for performance monitoring and trending. Stylophane will not release web-site specific or personally identifiable data to any third party.
9. NO ASSIGNMENT OR RESALE
Except as otherwise indicated herein, you may not resell, assign, or transfer any of your rights under this Agreement, and if you attempt to resell, assign, or transfer your rights, we may immediately terminate this Agreement without liability to us.
10. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.
a. Limitation of Liability. The information and services included in or available through the Service may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Stylophane may make improvements and/or changes in the Service at any time. Stylophane does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service or the server that makes it available, are free of viruses or other harmful components. Stylophane does not warrant or represent that the use or the results of the use of the Service or the materials made available as part of the Service will be correct, accurate, timely, or otherwise reliable. Stylophane is not responsible for data residing on Stylophane servers. Stylophane does not represent or warrant that the website or service will meet your objectives or needs. Stylophane reserves the right to make changes to any and all parts of its Service at any time, without obligation to notify any person or entity of such changes.
b. EXCLUSIVE REMEDY
Stylophane' s cumulative liability to you or any other party for any loss or damages, regardless of the form of action, shall not exceed an amount equal to all amounts actually realized and received by Stylophane from you during the twelve (12) month period immediately preceding any such liability.
c. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND/OR SERVICE IS AT YOUR OWN RISK. THE WEBSITE AND/OR SERVICES ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF CONDUCT AND STYLOPHANE DISCLAIMS ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY OR CONTENT OF THE WEBSITE, SERVICES, AND/OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE WEBSITE AND/OR SERVICES, OR ANY ECONOMIC BENEFIT YOU MAY GAIN FROM USE OF THE WEBSITE AND/OR SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
d. EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES
Stylophane will not be liable to you or any third-party claimant for any direct, indirect, special, punitive, consequential, or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of this Agreement and/or the use of or inability to use the Service and/or website, regardless of the form of action whether in contract, tort, warranty, negligence, strict liability, breach of any statutory duty, indemnity or contribution, or otherwise, even if Stylophane has been advised of the possibility of such damages. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided in the foregoing paragraph.
e. The foregoing exclusions and disclaimers are an essential part of this agreement and formed the basis for determining the price charged for the products.
11. YOUR REPRESENTATIONS
You represent and warrant (i) that you have sufficient authority to enter into this Agreement.; (ii) that you are in compliance with all applicable laws; (iii) that you shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing your obligations under these terms or by authorizing and permitting Stylophane to perform the Services hereunder; (iv) that you shall comply with all of the terms and conditions of this Agreement, as amended from time to time; (v) that all information provided by you is truthful, accurate, and complete, and is not misleading in any way;
You agree to indemnify and hold Stylophane (and its directors, officers, employees and agents) harmless against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by Stylophane (and its directors, officers, employees and agents) in connection with any claims of any kind arising out of your use of the website and/or Services, your accounts with and/or use of the services provided by Third Party Providers, Your Goods and Services, and/or a breach of your representations or warranties.
We will provide all notices to you to the contact person and at the email address identified on your account. You must send all notices to us at: email@example.com, or such other address as provided on the website from time to time.
14. NO AGENCY
The parties to this Agreement are independent contractors and this Agreement does not create and shall not be construed to create an agency, partnership, joint venture or other association relationship between the parties.
15. TERMINATION; CANCELLATION.
a. Your Right To Terminate. You may terminate this Agreement and your account by sending a written request to firstname.lastname@example.org.
b. Our Right To Terminate. Notwithstanding anything contained in this Agreement to the contrary, Stylophane may, in its sole discretion, terminate your account, and discontinue your participation in the Service. All decisions made by Stylophane in this matter will be final and neither Stylophane nor its licensees (or distributors) shall have any liability with respect to such decisions.
c. Effect of Termination. Upon termination, you will no longer be able to access your account.
Without the prior written consent of Stylophane, you shall not display or use in any manner any Stylophane Marks.
17. PROPRIETARY RIGHTS.
Title, ownership rights, and intellectual property rights in and to the website and/or the Service shall remain with Stylophane. The Service and/or the website, and the intellectual property operating it are protected by international copyright treaties. Title, ownership rights, and intellectual property rights, and code accessed through the Service and/or the website is the property of Stylophane and may be protected by applicable copyright or other law. This License gives you no rights to such content or code.
You grant to Stylophane a non-exclusive license as long as this Agreement is in effect to use, reproduce, publicly and digitally display and perform, transmit and broadcast Subscriber’s name, logos, trademarks, trade names, service marks, URLs and slogans to advertise, market, promote and publicize the Service, including the inclusion of your website/company in Stylophane' s marketing materials and on Stylophane' s "testimonial page."
No conditions other than those set forth in this Agreement shall be binding on stylophane unless we expressly agree in writing signed by an authorized representative of Stylophane. Stylophane may change this Agreement , its Policies, and/or rates at any time upon notice published on the website or by e-mail notification to you. Any use of the Service and/or website after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.
20. FORCE MAJEUR.
If the performance of any part of these Terms by Stylophane is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, fire, judicial or governmental action, labor dispute, war, insurrection, technical failure, act of God or any other causes beyond the control of Stylophane, including, without limitation, any actions or reactions by a Third Party Provider, Stylophane shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes. BY SELECTING THE CHEKCBOX ON THE SIGNUP PAGE YOU
A. WARRANT THAT (i) YOU ARE 18 YEARS OF AGE OR OLDER
B. YOU HAVE THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT
C. THAT YOU HAVE READ AND UNDERSTANDS THIS AGREEMENT
D. THAT YOU ACCEPT THIS AGREEMENT
E. YOU ARE AGREEING THAT YOU ARE OBLIGATED TO THIS AGREEMENT AS IF YOU HAD SIGNED WITH PEN AND PAPER.
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