Terms of Use

Last Updated: September 21, 2012

 

Welcome to Themeefy!

Please read these Terms of Use ("Agreement" or "Terms of Use") carefully before using the services offered by Themeefy, Inc. ("Themeefy", "Company", "We", "Our" or "Us"). This Agreement sets forth the legally binding terms and conditions for your use of the website at Themeefy.com ("Site") and the products, software, data feeds, and services owned and operated by Themeefy (collectively with the Site, the "Service"). This Agreement applies to all users of the Service, including users who are also contributors of content, information, or other materials on the Service.

BY USING THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITE, YOU AGREE TO BE BOUND THE BY THE TERMS OF THIS AGREEMENT, AND YOU CONSENT TO THE INFORMATION COLLECTION PRACTICES DISCLOSED IN THE THEMEEFY PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE INTO THIS AGREEMENT, TO RECEIVE REQUIRED NOTICES, AND TO ENGAGE IN ELECTRONIC OR WRITTEN TRANSACTIONS WITH THEMEEFY. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, THEN YOU MUST IMMEDIATELY DISCONTINUE YOUR USE OF THE SERVICE.

1. ACCEPTANCE OF TERMS

The Service is offered subject to acceptance without modification of all of the Terms of Use, which also incorporates the Privacy Policy available at www.themeefy.com/privacy , and all other operating rules, policies and procedures that may be published from time to time on the Site by Company, each of which is incorporated by reference and each of which may be updated by Company from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

2. MODIFICATION OF TERMS

Themeefy may, in its sole discretion, modify or revise these Terms of Use, or change, suspend, or discontinue the Service (including, without limitation, the availability of any feature, database, or content) at any time. We may attempt to notify you when major changes are made to these Terms of Use, but you should periodically review the most up-to-date version. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

3. USER SUBMISSIONS

You own all of the content and information that you post on Themeefy, and you control how it is shared on the Service through your privacy settings.

The Service may provide users with the ability to add, create, upload, submit, distribute, collect, or post ("Submitting" or "Submission") content, videos, audio clips, written comments, data, text, photographs, drawings, software, scripts, graphics, or other information to the Site (collectively, the "User Submissions"). By Submitting User Submissions on the Site or otherwise through the Service, you are granting the Company and its subsidiaries, affiliates, successors and assigns, a worldwide, non-exclusive, perpetual, fully paid, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, reproduce, distribute, publish, transmit, prepare derivative works of, publicly display and perform the User Submissions, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your User Submissions through the Service, and to use, edit, modify, reproduce, prepare derivative works of, distribute, display and perform such User Submissions solely for personal, non-commercial use, as permitted through the functionality of the Service and under these Terms of Use.

You represent and warrant, and can demonstrate to Company’s full satisfaction upon request that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms of Use; and (iv) you are authorized to grant all of the aforementioned rights to the User Submissions to Company and all users of the Service.

You represent and warrant that the use or other exploitation of such User Submissions by Company and use or other exploitation by users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

The above licenses granted by you in User Submissions you submit to the Service terminate within a commercially reasonable time after you delete your User Submission from the Service, unless your User Submission has been shared with others, and they have not deleted it. When you remove or delete User Submissions from the Service, you understand and agree, however, that Themeefy may retain, but not display, distribute, or perform, server copies of your User Submissions that have been removed or deleted.

When you publish User Submissions using the public setting, it means that you are allowing everyone, including people of Themeefy, to access and use that content, and to associate it with you (i.e. your name and profile picture).

4. RESPONSIBILITY FOR CONTENT AND CONDUCT

It is our goal for Themeefy to be a safe, helpful educational community for everyone. In order to make this happen, we need your help, which includes the following commitments:

You will not upload or make available any User Submission that:

•  infringes any patent, trademark, trade secret, copyright, right of

publicity or other right of any other person or entity or violates any law or contractual duty;

•  you know is false, misleading, untruthful or inaccurate;

•  is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;

•  constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;

•  contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or

•  impersonates any person or entity, including any employee or representative of Company.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

Company does not guarantee that any Content or User Submissions will be made available on the Site or through the Service. Company has no obligation to monitor the Site, Service, Content, or User Submissions. However, Company reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.

You shall be solely responsible for your activity in connection with the Service and the consequences of submitting and publishing your User Submissions on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish User Submissions you submit; and you license to Company all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Submissions for publication on the Service pursuant to these Terms of Use. You can be held personally liable and legally responsible if your User Submission violates the law, is defamatory, obscene, or libelous, violates an obligation of confidentiality, or violates the rights of others.

5. USE OF SITE

Company hereby grants you permission to use the Service as set forth in this Terms of Use, provided that: (i) your use of the Service as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Service in any medium without Company's prior written authorization' (iii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for their intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Use.

6. INTELLECTUAL PROPERTY RIGHTS

The content on the Service, including without limitation, the videos, sounds, music, photographs, drawings, software, scripts, comments, information, data, text, graphics, and interactive features and the like, (collectively the "Content") generated, provided, or otherwise made accessible by Company or its partners on or through the Service and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Service is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Company reserves all rights not expressly granted in and to the Service and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Service for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.

Themeefy and Themeefy.com are proprietary marks of Themeefy. Themeefy’ trademarks may not be used in connection with any product or service that is not provided by Themeefy, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Themeefy.

All other trademarks displayed on Themeefy’ website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the websites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with Themeefy.

7. ACCOUNTS

You may browse the Site and view Content and User Submissions without registering, but in order to access some features of the Service, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Company immediately of any breach of security or unauthorized use of your account. Although Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Company or others due to such unauthorized use.

8. FEES AND PAYMENTS

Joining Themeefy is free, but in the future we may charge fees for certain features. Therefore, Company reserves the right to require payment of fees for certain services. When you use a service that has a fee you have an opportunity to review and accept the fees you will be charged, which we may change from time to time. Company reserves the right to change its price list for certain services and to institute new charges at any time, after we provide you with notice by sending you an email or posting the changes on the Site. We may choose to temporarily change the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the Site.

9. THIRD PARTY WEBSITES

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

10. COPYRIGHT DISPUTES

A. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

.    1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

.    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

.    3. 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 the service provider to locate the material;

.    4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

.    5. 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

.    6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is Company's policy:

.    1. to remove or disable access to the infringing material;

.    2. to notify the content provider, member or user that it has removed or disabled access to the material; and

.    3. that repeat offenders will have the infringing material removed from the system and that Company will terminate such content provider's, member's or user's access to the Service.

C. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:

.    1. Your physical or electronic signature;

.    2. Identification of the User Submission that has been removed or to which access has been disabled and the location at which the User Submission appeared before it was removed or disabled;

.    3. A statement that you have a good faith belief that the User Submission was removed or disabled as a result of mistake or a misidentification of the User Submission; and

.    4. Your name, address, telephone number, and, if available, email address, and a statement that you consent to the jurisdiction of the Federal Court for the judicial district in which your address is located, or, if your address is located outside the United States, for the jurisdiction of the federal court in San Francisco, California, and that you will accept service of process from the person who provided notification of the alleged infringement.

Themeefy' designated Copyright Agent to receive notifications of claimed infringement is:

Attn: Legal Department
 Themeefy
, 5162 Harwood Rd, San Jose, CA 95124.

You acknowledge that if you fail to comply with all of the requirements of this Section 10, your DMCA notice may not be valid.

11. WARRANTY DISCLAIMER

Company has no special relationship or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content or User Submissions you access via the Site; what effects the Content or User Submissions may have on you; how you may interpret or use the Content or User Submissions; or what actions you may take as a result of having been exposed to the Content or User Submissions. You release Company from all liability for you having acquired or not acquired Content or User Submissions through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content or User Submissions contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT COMPANY SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Themeefy Sites are controlled and offered by Themeefy from its facilities in the United States of America. Accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

13. INDEMNITY

You will indemnify and hold Company, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to the Service, use of the Service, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

14. MODIFICATION AND DISCONTINUATION

Company reserves the right to modify or discontinue, temporarily or permanently, the Service (or any portion thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any such modification or discontinuance of the Service. You acknowledge and accept that Company does not guarantee continuous, uninterrupted or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

 

15. ASSIGNMENT

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Themeefy without restriction.

16. GENERAL

A. Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over Themeefy, either specific or general, in jurisdictions other than California. These Terms of Use shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Themeefy that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California.

B. Entire Agreement/Severability. These Terms of Use, together with the Privacy Policy at www.themeefy.com/privacy and any other legal notices published by Themeefy on the Site, shall constitute the entire agreement between you and Themeefy concerning the Service. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

C. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Themeefy' failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Themeefy reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Service following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms. YOU AND THEMEEFY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17. TERMINATION

This Agreement shall remain in full force and effect while you use the Services. If you wish to terminate your account, you may do so by contacting us. Company may suspend or terminate your access to the Service, Site or your account at any time, for any reason (without cause or for your violation of any term of this agreement), and without warning or notice, which may result in the forfeiture and destruction of all information associated with you account. Upon termination of your account, your right to use the Service, access the Site, and any Content will immediately cease. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.