Effective Date: January 17, 2018
2. Use License
i. modify or copy the materials;
ii. use the materials for any commercial purpose, or for any public display or distribution (commercial or non-commercial);
iii. attempt to decompile or reverse engineer any software contained on our website;
iv. use any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of our website;
v. incorporate links to our website or frame any elements of our website within any other website;
vi. remove any copyright or other proprietary notations from the materials;
vii. obtain unauthorized access to any computer system through our website;
viii. introduce viruses, worms, Trojan horses and/or harmful code to our website,
ix. interrupt or attempt to interrupt the operation of our website in any way; or
x. transfer the materials to another person or “mirror” the materials on any other server.
This license, which includes without limitation all rights granted by Celmatix in this Section 2, shall automatically terminate if you violate any of these restrictions. Further, Celmatix may terminate all your rights under this Section 2 at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
3. Intellectual Property
All materials contained on this website are the sole and exclusive property of Celmatix and its licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. The service marks and trademarks of Celmatix, including without limitation “Celmatix”, “saythefword” and the Celmatix logos, are trademarks and service marks owned by Celmatix Inc. Any other trademarks, service marks, logos and/or trade names appearing via the website are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. If you provide us with any suggestions for improvements to our website or relating to any prospective products or services, you hereby grant to us a non-exclusive, irrevocable, perpetual, transferable, sublicensable (through one or more tiers) license to copy, use and modify such suggestions and to make, have made, use, import, offer to sell and sell any products or services incorporating such suggestions.
4. License to Celmatix
As used in these terms, the term "User Materials" means your content, photographs, voice recordings, videos, audio, comments, written work, name(s), trademarks, trade names, likenesses, biographical materials, artwork, liner notes, and other graphical or textual materials that you upload, submit or otherwise provide to Celmatix via www.wesaythefword.com, and any and all computer-generated images or other artwork or images that you submit to Celmatix for www.wesaythefword.com.
You hereby grant to Celmatix and its affiliates, licensees and assigns a worldwide, royalty-free, non-exclusive license to do the following things in perpetuity:
· to prepare and encode User Materials, or any portion thereof for electronic, digital and/or other transmission, manipulation and exhibition in any format and by any means now known or hereafter devised;
· to display, copy, reproduce, create derivative works of, edit, alter, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, promote, distribute through any means (including electronic, analog and digital), and publish and/or otherwise exploit, in digital or physical form, any or all of the User Materials, including any portion thereof, and to include any such materials in compilations or other works, by any and all means in all media now known or hereinafter created, anywhere in the world, and for any purpose (for avoidance of doubt, the rights granted to Celmatix under this Agreement include the rights to make User Materials available on www.wesaythefword.com, third-party websites and electronic devices);
· to make embed codes to which your User Materials link available;
· to modify, adapt, change or otherwise alter and create derivative works of the User Materials and use the User Materials; and
· to license and/or sublicense to any third party any of the foregoing rights in the User Materials, or any part or element thereof, subject to the terms and conditions of this Agreement.
You hereby disclaim any and all right, title, or interest in any and all material with which User Materials may be combined or into which all or any portion of User Materials may be incorporated.
You acknowledge and agree that all right, title and interest (including, without limitation, copyright, trademark and other intellectual property rights) in and to any and all content, elements and materials created by or for Celmatix incorporating all or any portion of the User Materials will be exclusively owned and controlled, as between you and Celmatix, by Celmatix. You represent and warrant that by submitting User Materials to www.wesaythefword.com that the User Material(s) is/are wholly owned or licensed or controlled by you.
User Materials will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure of User Materials. You acknowledge and agree that your relationship with Celmatix is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Materials does not place Celmatix in a position that is any different from the position held by members of the general public, including with regard to your User Materials.
None of your User Materials will be subject to any obligation of confidence on the part of Celmatix, and Celmatix will not be liable for any use or disclosure of any User Materials that you provide.
It is our policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested, to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Celmatix does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted.
Any sweepstakes offered via www.wesaythefword.com or related to the “saythefword” campaign, will be governed by the official rules of the sweepstakes. Each sweepstakes may have its own eligibility requirements (e.g., age or geographic area restrictions), terms, and disclosures about how your personal information may be used. It is your responsibility to read the respective rules to determine whether you want to and are eligible to participate, register, and/or enter the sweepstakes. By participating in a sweepstakes, you will be subject to those official rules, and you agree to comply with and abide by such rules and the decisions of the identified sponsor(s).
6. Scope of Services
You are responsible for obtaining any equipment and internet service necessary to access our website and for paying any fees for the equipment and service you select. We may alter, suspend, or discontinue our website in whole or in part, at any time and for any reason, without notice. The website may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.
THE MATERIALS ON OUR WEBSITE ARE PROVIDED “AS IS”. CELMATIX, ITS AFFILIATES AND SUPPLIERS MAKE NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIM AND NEGATE ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHER, CELMATIX, ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON OUR WEBSITE OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY SITES LINKED TO THIS WEBSITE. CELMATIX DOES NOT WARRANT THAT (A) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING OF MATERIAL) PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS OR THAT (B) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT SHALL CELMATIX, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR PROFIT, OR DUE TO BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THE MATERIALS ON OUR WEBSITE, EVEN IF WE OR ANY CELMATIX AUTHORIZED REPRESENTATIVE HAS BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS OR DISCLAIMERS OF LIABILITY, THESE LIMITATIONS MAY NOT APPLY TO YOU.
9. Revisions and Errors
The materials appearing on our website could include technical, typographical, photographic errors, or other inadvertent errors or inaccuracies. We reserve the right, but without obligation, to make changes to document names and materials or to otherwise update or revise the website from time to time, though we are not obligated to do so. Celmatix does not warrant that any of the materials on its website are accurate, complete, or current.
10. Links to Third-Party Sites
11. Communications with Us
We cannot guarantee the confidentiality of any communication or material transmitted to us via the website or e-mail. Accordingly, we suggest that you use caution when transmitting any information to us via such means. For example, you should not include confidential information about you (e.g., your Social Security number) or information about your health status, in any e-mail that you send to us. We hereby expressly disclaim any liability for damages resulting from third party interception of your communications with us via the website or via electronic mail. If you choose to send us any information via the website or via e-mail, you do so solely at your own risk.
By accessing or using this website or any materials available through this website, you agree to indemnify, hold harmless and defend Celmatix from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the website or any materials available through or User Materials submitted through this website.
We make no representation that information on this website is appropriate or available for use outside the United States. Those who choose to access this website from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with all applicable laws and regulations. By using our website, you consent to having any information you provide to us transferred to and processed in the United States.
15. Governing Law; Enforcement
Any claim relating to our website, or your interactions with us through the website, shall be governed by the laws of the State of New York without giving effect to any of its provisions that would cause the laws of another jurisdiction to apply.