(the "Website") and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client's use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and Facets Media shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Facets Media for services rendered shall remain and continue to be an ongoing obligation owed by Client to Facets Media. 1. Intellectual Property Rights.
Unless otherwise indicated, the Website is the property of Facets Media and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the "Content") and the trademarks, service marks, and logos contained there (the "Marks") are owned and controlled by Facets Media and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions and international conventions. The Content and Marks are provided "As-Is" for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Facets Media's express prior written permission. Facets Media reserves all rights in the Website, Content and Marks. 2. Ownership of Materials
Notwithstanding Facets Media's ownership of Submissions, as described in Paragraph 4 ("Client Feedback"), all design and original source files created on Client's behalf ("Projects") belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Facets Media to become the owner of a Project, in whole or in part, rather than Client, Facets Media irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation.
Client warrants that any and all materials provided to Facets Media as examples during the design process are owned by Client and do not infringe on or misappropriate any third party's rights, including, but not limited to, all intellectual property rights and any right of publicity. 3. User Representations.
By using the Website, Client represents and warrants that:
2. Client is not a minor in the jurisdiction of their domicile;
3. Client will not access the Website through automated or non-human means;
4. Client will not use the Website for any illegal or unauthorized purpose;
5. Client's use of the Website will not violate any applicable law or regulation.
4. Prohibited Activities.
Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Facets Media on behalf of the Client. Further, Client agrees to refrain from the following:
1. Make any unauthorized use of the Website;
2. Retrieve data or content for the purposes of creating or compiling a database or directory;
3. Circumvent, disable, or otherwise interfere with security-related features on the Website;
4. Engage in unauthorized framing or linking of the Website;
5. Trick, defraud or mislead Facets Media or other users;
6. Interfere with, disrupt or create an undue burden on the Website or Facets Media's networks or servers;
7. Use the Website in an effort to compete with Facets Media;
8. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;
9. Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;
10. Harass, annoy, intimidate or threaten any of Facets Media's employees, independent contractors or agents providing services through the Website;
11. Delete the copyright or other rights notice from any Content;
12. Copy or adapt the Website's software
13. Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party's use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website;
14. Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;
15. Disparage, tarnish or otherwise harm Facets Media;
16. Use the Website in a manner inconsistent with any applicable laws, statutes or regulations. 6. Client Feedback.
Client acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a "Submission") shall be the sole property of Facets Media and Facets Media is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Facets Media shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Client under Paragraph 2 ("Ownership of Materials"),
and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to the Client. Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against Facets Media for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter. 6. Management and Oversite.
In the event Client wishes to terminate its relationship with Facets Media, Client shall provide Facets Media with written notice of its intent to terminate ("Client's Notice"). Upon receipt of Client's Notice by Facets Media, Facets Media shall cease all work to be performed on Client's behalf and return Client's most recent monthly installment payment remitted to Facets Media within 14-days of receipt of Client's Notice.
All refunds shall be transacted in the manner or with the currency or payment type used by Client to make such payment. Upon receipt of the refund by Client, any contractual or transactional relationship between the parties shall be of no further force or effect and shall be considered void and terminated. 10. Termination/Denial of Access.
Facets Media reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Facets Media reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client. 12. Connection Interruptions.
Facets Media does not guaranty or warrant the Website will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond Facets Media's control. Client agrees that Facets Media shall not be liable to Client for any loss, damage or inconvenience caused by Client's inability to access or use the Website during any interruption in the connection or service. 13. Governing Law.
The Website is provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at Client's sole risk. Facets Media disclaims all warranties, express or implied, in connection with the Website and Client's use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Facets Media makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website and Facets Media assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Facets Media's secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Website. Facets Media does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website or any website or mobile application featured in any advertising. 16. Limitations of Liability and Indemnification.
Facets Media and its directors, employees, members, independent contractors or agents shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys' fees, court costs, fines, forfeitures or other damages or losses arising from Client's use of the Website.
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. Facets Media shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Facets Media from any such loss or corruption. 18. Electronic communications, transactions and signatures.
Client hereby consents to receive electronic communications from Facets Media and Client agrees that all agreements, notices, disclosures and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by Facets Media or through the Website. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic. 19. Miscellaneous.
For any questions or complaints regarding the Website, please contact Facets Media: firstname.lastname@example.org
Facets Content LLC