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Your use of our
Internet sites or any of the products or services offered on those sites
(collectively, the "Services") is subject to these Terms of Use (these
"Terms"). We may modify these Terms at any time without notice to you by
posting revised Terms on our sites. Your use of our sites constitutes
your binding acceptance of these Terms, including any modifications that
we make.
Some of the Services may be subject to additional posted conditions.
Your use of those Services is subject to those conditions, which are
incorporated into these Terms by reference. In the event of an
inconsistency between these Terms and any additional posted conditions,
the provisions of the additional conditions shall control.
We have the
right, but not the obligation, to take any of the following actions in
our sole discretion at any time and for any reason without giving you
any prior notice:
1. Restrict,
suspend or terminate your access to all or any part of our Services;
2. Change, suspend or discontinue all or any part of our Services;
3. Refuse, move or remove any material that you submit to our sites for
any reason;
4. Refuse, move, or remove any content that is available on our sites;
5. Deactivate or delete your accounts and all related information and
files in your account;
6. Establish general practices and limits concerning use of our sites.
You agree that
we will not be liable to you or any third party for taking any of these
actions.
You understand
and agree that our Services may include communications such as service
announcements and administrative messages from us or from our partners
and that these communications are considered part of the Services. You
will not be able to opt out of receiving these messages. You also
understand that our Services may include advertisements.
Content
On Our Sites
Our
sites include a combination of content that we create, that our partners
create and that our users create. All materials published on our sites,
including, but not limited to, written content, photographs, graphics,
images, illustrations, marks, logos, sound or video clips and flash
animation, are protected by our copyrights or trademarks or those of our
partners. You may not modify, publish, transmit, participate in the
transfer or sale of, reproduce, create derivative works of, distribute,
publicly perform, publicly display or in any way exploit any of the
materials or content or our sites in whole or in part. If you have any
questions about our content, please email
info@audiowallpaper.com.
You are solely
responsible for all materials, whether publicly posted or privately
transmitted, that you upload, post, email, transmit or otherwise make
available on our sites ("Your Content"). You certify that you own all
intellectual property rights in Your Content. You hereby grant us, our
affiliates, and our partners a worldwide, irrevocable, royalty-free,
nonexclusive, sub-licensable license to use, reproduce, create
derivative works of, distribute, publicly perform, publicly display,
transfer, transmit, distribute and publish Your Content and subsequent
versions of Your Content for the purposes of (i) displaying Your Content
on our sites, (ii) distributing Your Content, either electronically or
via other media, to users seeking to download or otherwise acquire it,
and/or (iii) storing Your Content in a remote database accessible by end
users, for a charge. This license shall apply to the distribution and
the storage of Your Content in any form, medium, or technology now known
or later developed.
Our site
contains content that we create as well as content provided by third
parties. This content includes, among other things, product reviews,
white papers, and stock quotes. It also includes information about
products and services offered by parties other than AUDIOWALLPAPER.COM
such as product descriptions, specifications, pricing, availability and
performance. We do not guarantee the accuracy, integrity or quality of
the content on our sites and you may not rely on any of this content.
Without limitation, we are not responsible for postings by users in the
user opinion, message board or feedback sections of our sites.
You may be
exposed to content that you find offensive, indecent, objectionable or
that is inaccurate and you bear all risks associated with using that
content. We have the right, but not the obligation, to remove any
content that may, in our sole discretion, violate these Terms or that is
otherwise objectionable.
Third-Party Sites, Products and Services
Our sites contain links to other Internet sites owned by third parties.
Your use of each of those sites is subject to the conditions, if any,
that each of those sites has posted. We have no control over sites that
are not ours and we are not responsible for any changes to or content on
them. Our inclusion on our sites of any third party content or a link to
a third party site is not an endorsement of that content or third party
site.
We do not sell,
resell or license any of the products or services that we review, list
or advertise on our sites, and we disclaim any responsibility for or
liability related to them. Your correspondence or related activities
with third parties, including payment transactions and goods delivery
transactions, are solely between you and that third party. You agree
that we will not be responsible or liable for any loss or damage of any
sort incurred as the result of any of your transactions with third
parties. Any questions, complaints or claims related to any product or
service should be directed to the appropriate vendor.
AUDIOWALLPAPER.COM Networks' Fee-Based Services
Some of the Services require you to pay a fee, as described in the
specific conditions included where those Services are offered. You agree
to pay all fees and charges that you incur. Unless otherwise noted, all
currency references are in U.S. dollars. We may, upon notice if required
by applicable laws, at any time change the amount of, or basis for
determining, any fee or charge, or institute new fees or charges. All
fees and charges are payable in accordance with payment terms in effect
at the time the fee or charge becomes payable.
Privacy
Policy
All of
the information that we collect from you, such as registration and
credit card information, is subject to our privacy policy. Please visit
http://www.audiowallpaper.com/privacy.html to see our full privacy
policy.
Your
Conduct On Our Sites
If we
request registration information from you, you will provide us with
true, accurate, current and complete information. You will promptly
update your registration to keep it accurate, current and complete. If
we issue you a password, you may not reveal it to anyone else. You may
not use anyone else's password. You are responsible for maintaining the
confidentiality of your accounts and passwords. You agree to immediately
notify us of any unauthorized use of your passwords or accounts or any
other breach of security. You also agree to exit from your accounts at
the end of each session. We will not be responsible for any loss or
damage that may result if you fail to comply with these requirements.
The technology
and software underlying our sites and the Services is the property of
AUDIOWALLPAPER.COM, our affiliates and our partners. You agree not to
copy, modify, rent, lease, loan, sell, assign, distribute, reverse
engineer, grant a security interest in or otherwise transfer any right
to the technology or software underlying our sites or the Services. You
agree not to modify the software underlying our sites in any manner or
form, or to use modified versions of such software, including (without
limitation) for the purpose of obtaining unauthorized access to our
sites.
Without
limiting the foregoing, you agree that you will not use our sites to
take any of the following actions:
1. Defame, abuse,
harass, stalk, threaten or otherwise violate the legal right of others;
2. Publish, post, upload, email, distribute or disseminate
(collectively, "Transmit") any inappropriate, profane, defamatory,
infringing, obscene, indecent or unlawful content;
3. Transmit files that contain viruses, corrupted files, or any other
similar software or programs that may damage or adversely affect the
operation of another person's computer, our sites, any software or
hardware, or telecommunications equipment;
4. Advertise or offer to sell any goods or services for any commercial
purpose unless you have our written consent to do so;
5. Transmit surveys, contests, pyramid schemes, spam, unsolicited
advertising or promotional materials, or chain letters;
6. Download any file that you know or reasonably should know, cannot be
legally obtained in such manner;
7. Falsify or delete any author attributions, legal or other proper
notices or proprietary designations or labels of the origin or source of
software or other material;
8. Restrict or inhibit any other user from using and enjoying any public
area within our sites;
9. Collect or store personal information about other end users;
10. Interfere with or disrupt our sites, servers or networks;
11. Impersonate any person or entity, including, but not limited to, an
AUDIOWALLPAPER.COM representative, or falsely state or otherwise
misrepresent your affiliation with a person or entity;
12. Forge headers, manipulate identifiers or other data in order to
disguise the origin of any content transmitted through our sites, or to
manipulate your presence on our sites;
13. Take any action that imposes an unreasonably or disproportionately
large load on our infrastructure.
14. Engage in any illegal activities
You agree to
use our bulletin board services, chat areas, news groups, forums,
communities and/or message or communication facilities (collectively,
the "Forums"), only to send and receive messages and material that are
proper and related to that particular Forum.
If you choose a
username that, in our sole discretion, is obscene, indecent, abusive or
which might otherwise subject us to public disparagement or scorn, we
reserve the right, without prior notice to you, to automatically change
your username, delete your posts from our sites, deny you access to our
sites, or any combination of these options.
Unauthorized
access to our sites is a breach of these Terms and a violation of the
law. You agree not to access our sites by any means other than through
the interface that is provided by AUDIOWALLPAPER.COM for use in
accessing our sites. You agree not use any automated means, including,
without limitation, agents, robots, scripts, or spiders, to access,
monitor or copy any part of our sites except those automated means that
we have approved in advance and in writing.
Use of our
sites is subject to existing laws and legal process. Nothing contained
in these Terms shall limit our right to comply with governmental, court
and law enforcement requests or requirements relating to your use of our
sites.
Requests
To Remove Certain Content From Our Sites
If you
believe that content you own has been copied and made accessible in a
manner that violates your intellectual property rights, please review
our contact us at
info@audiowallpaper.com.
Indemnification
You
hereby agree to indemnify, defend and hold AUDIOWALLPAPER.COM, and all
of our officers, directors, owners, employees, agents, information
providers, affiliates, partners and licensors (collectively, the "AUDIOWALLPAER.COM")
harmless from and against any and all liability, losses, costs and
expenses (including attorneys' fees) incurred by any AUDIOWALLPAPER.COM
Party in connection with any claim including, but not limited to, claims
for defamation, violation of rights of publicity and/or privacy,
copyright infringement or trademark infringement arising out of:
1. Your use of our
sites;
2. Any use or alleged use of your accounts or your passwords by any
person, whether or not authorized by you;
3. The content, quality or performance of content that you submit to our
sites;
4. Your connection to our sites;
5. Your violation of these Terms; or
6. Your violation of the rights of any other person or entity.
We reserve the
right, at our own expense, to assume the exclusive defense and control
of any matter for which you are required to indemnify us and you agree
to cooperate with our defense of these claims.
Disclaimers
We
disclaim any responsibility for the deletion, failure to store, mis-delivery,
or untimely delivery of any information or material. We disclaim any
responsibility for any harm resulting from downloading or accessing any
information or material on the Internet using search results from our
sites. We disclaim any responsibility for, and if you subscribe to one
of our fee-based services you will not be entitled to a refund as a
result of, any service outages that are caused by our maintenance on the
servers or the technology that underlies our sites, failures of our
service providers (including telecommunications, hosting and power
providers) computer viruses, natural disasters or other destruction or
damage of our facilities, an act of nature, war, civil disturbance or
other cause beyond our reasonable control.
WE DO NOT
WARRANT THAT OUR SITES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION,
WE DO NOT MAKE ANY WARRANTY AS TO THE CONTENT ON OUR SITES. OUR SITES
AND THEIR CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. ANY
MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SITES IS DONE
AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR
ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF
OUR PARTNERS MAKES ANY WARRANTY THAT (i) OUR SITES WILL MEET YOUR
REQUIREMENTS, (ii) OUR SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR
SITES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU PURCHASE OR OBTAIN
THROUGH OUR SITES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS WILL
BE CORRECTED. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SITES, ANY CONTENT OR ANY
OUR SERVICES, TOOLS, PRODUCTS OR PROPERTIES. YOU EXPRESSLY AGREE THAT
YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR
SITES AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT.
NEITHER WE NOR
OUR PARTNERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY
TO USE OUR SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
SOME STATES DO
NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR
EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT
OF OUR THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL
BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Arbitration
AUDIOWALLPAPER.COM may elect to resolve any controversy or claim arising
out of or relating to these Terms or our sites by binding arbitration in
accordance with the commercial arbitration rules of the American
Arbitration Association. Any such controversy or claim shall be
arbitrated on an individual basis, and shall not be consolidated in any
arbitration with any claim or controversy of any other party. The
arbitration shall be conducted in the state of Delaware, and judgment on
the arbitration award may be entered in any court having jurisdiction
thereof. Either you or we may seek any interim or preliminary relief
from a court of competent jurisdiction in the state of Delaware
necessary to protect the rights or property of you or AUDIOWALLPAPER.COM
(or its agents, suppliers, and subcontractors) pending the completion of
arbitration.
Miscellaneous
We may
be required by state or federal law to notify you of certain events. You
hereby acknowledge and consent that such notices will be effective upon
our posting them on our sites or delivering them to you through email.
You may update your email address by visiting the Services where you
have provided contact information. If you do not provide us with
accurate information, we cannot be held liable if we fail to notify you.
Our failure to
exercise or enforce any right or provision of these Terms shall not
constitute a waiver of such right or provision.
You agree that
regardless of any statute or law to the contrary, any claim or cause of
action arising out of or related to use of our sites or these Terms must
be filed within one (1) year after such claim or cause of action arose
or be forever barred.
These Terms,
including all terms, conditions and policies that are incorporated into
these terms by reference, constitute the entire agreement between you
and AUDIOWALLPAPER.COM and govern your use of our sites, superseding any
prior agreements that you may have with us.
These Terms
shall be construed in accordance with the laws of the state of Delaware,
and the parties irrevocably consent to bring any action to enforce these
Terms before an arbitration panel or before a court of competent
jurisdiction in the state of Delaware if seeking interim or preliminary
relief or enforcement of an arbitration award.
If any part of
these Terms is determined to be invalid or unenforceable pursuant to
applicable law, then the invalid or unenforceable provision will be
deemed superseded by a valid, enforceable provision that most closely
matches the intent of the original provision and the remainder of the
Terms shall continue in effect.
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