Usage Restrictions & Limited License
This Site contains material, including written materials, third party information, software, source and/or object code, data, images, video, music, sounds, trademarks (collectively "Content"), which is derived in whole or in part from material supplied by Cellwitch and other sources, and is protected by international copyright, trademark, patent, privacy, publicity, communications and other laws, rules and regulations. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any Content (unless submitted by you) without Cellwitch's prior written permission. You may use the Site and the Content offered on the Site only for personal, non-commercial purposes. You may use Content offered for downloading (if any) for personal use only and subject to the rules that accompany that particular Content. You may not use any Content in a manner that exceeds the rights granted for your use of the Content. You may not use any data mining software, robots, or similar data gathering and extraction tools on the Content, frame any portion of the Site or the Content, or reproduce, reprint, copy, store, publicly display, broadcast, transmit, modify, translate, port, publish, sublicense, assign, transfer, sell, loan, or otherwise distribute the Content without Cellwitch's prior written consent. You may not circumvent any mechanisms included in the Content for preventing the unauthorized reproduction or distribution of the Content.
cellWitch Name and Trademarks
Cellwitch does not permit the use of its name or any of its trademarks, service marks, or product names in advertising, as an endorsement for any product or service or for any other commercial purpose. Graphics, logos and content created by Cellwitch are the property of Cellwitch and may not be used without permission.
ACCEPTABLE USE OF THE SITE
You may use the Site for lawful purposes only. You may not submit or transmit through the Site any material, or otherwise engage in any conduct that: violates or infringes the rights of others including, without limitation, the patent, trademark, trade secret, copyright, publicity/privacy or other proprietary rights of any third party; is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or contains explicit or graphic descriptions, or accounts, of sexual acts or is obscene/pornographic; victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; impersonates any person, business or entity, including Cellwitch and its employees and agents; contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network; encourages conduct that would constitute a criminal offense, or that gives rise to civil liability; violates these Terms or any other guidelines or policies posted on the Site; could damage, disable, overburden, or impair Cellwitch's servers or networks, or interfere with the operation, or any other party's use and enjoyment, of the Site. You may not attempt to gain unauthorized access to the Site or any services, user accounts, computer systems or networks, through hacking, password mining or any other unauthorized means and you may not reverse engineer, decompile or disassemble the Site or any Content. You may not use the Site or any communication tools made available to you through the Site to transmit, directly or indirectly, any unsolicited bulk communications (including e-mails and instant messages). You may not harvest information about Cellwitch's users for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications.
USER POSTED CONTENT
In the event any area of the Site allows you to post Content that can be accessed and viewed by others, including the public in general, you may only post Content that you created or that you have permission to post. You may not post Content that violates these Terms. Cellwitch does not claim ownership of any Content that you may post. However, by submitting Content to public areas of the Site, you grant Cellwitch, Cellwitch's parent, affiliates, and distributors the irrevocable right to use, copy, display, perform, distribute, adapt and promote this Content in any medium forever without compensation.
MONITORING OF USER-POSTED CONTENT
Cellwitch is not responsible, and disclaims all liability, for Content that is provided by users. Cellwitch has no duty to pre-screen user-posted Content, but Cellwitch has the right to refuse to post or to edit submitted Content. Cellwitch reserves the right to remove Content for any reason, but Cellwitch is not responsible for any failure or delay in removing user-submitted Content.
INFORMATION AVAILABLE ON THE SITE
Cellwitch does not guarantee, and assumes no responsibility for, the accuracy, timeliness, correctness, or completeness of the Content. Any conclusions that users draw from the information presented here are their own and are not to be attributed to Cellwitch. You agree that you must evaluate, and bear all risk associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
YOUR USER ACCOUNT
LINKS TO THIRD PARTY SITES
CONTENT POSTED ON THE SITE BY THIRD PARTY CONTENT & ADVERTISING PARTNERS
Some of the Content posted on the Site is posted by third party content and advertising partners ("Third Party Content") with whom we have relationships ("Content Providers"). You hereby acknowledge that (i) Cellwitch is not responsible, and disclaims any and all liability for, any aspect of such Third Party Content, (ii) the Content Provider posting such Third Party Content on the Site is solely and exclusively responsible for such Third Party Content, (iii) Cellwitch makes no express or implied warranties whatsoever with respect to the accuracy, relevancy, legality or decency of such Third Party Content, and (iv) Cellwitch cannot and does not guarantee that Third Party Content complies with these Terms. Cellwitch may make software available for you to download or use. Such software will be subject to the terms of the license agreement that accompanies the software. If there is no license agreement presented to you with the software, then the following license, in addition to these Terms, govern your use of such software. Cellwitch grants you a personal, non-exclusive, non-transferable, limited license to install the software on any single computer. The software is protected by copyright and other intellectual property laws and treaties and is owned by Cellwitch or its licensors. You may not sell or redistribute the software. You may not incorporate it or any portion of it into another product. You may not reverse engineer, decompile, or disassemble the software or otherwise attempt to derive the source code for the software. You may not modify, adapt, or create derivative works from the software in any way or remove proprietary notices in the software. You agree to abide by all laws and regulations in effect regarding your use of the software. You may not authorize or assist any third party to do any of the things prohibited in this paragraph. Cellwitch may automatically check your version of the software and update it to improve its performance and capabilities. If you shut down the software during an automatic update or otherwise interfere with the installation of the update, the software may be damaged and/or cease to operate. The software is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government end users acquire the software with only those rights as set forth herein. You agree to fully comply with all import and export laws, regulations, rules and orders of the United States, or any foreign government agency or authority, and that you will not directly or indirectly export, re-export, transfer and/or release the software, related technology, or any product thereof, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization from the U.S. and/or foreign government. You bear responsibility for and assume all expenses relating to your compliance with the described laws, regulations, rules and orders, and for obtaining all necessary authorizations and clearances. You further agree to assume responsibility for and bear all expenses relating to your compliance with the described laws, regulations, rules and orders, and obtaining all necessary authorizations and clearances.
DISCLAIMER OF WARRANTIES
The CONTENT AVAILABLE ON this site and the third-party sites are provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Cellwitch disclaims ANY AND all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose AND NON-INFRINGEMENT. Cellwitch does not warrant that the SITE OR ANY SITE functions will be uninterrupted or error-free, free of viruses or other harmful components OR that defects will be DISCOVERED AND/OR corrected. Cellwitch does not warrant or make any representations regarding the use or the results of the use of the CONTENT AVAILABLE ON THE site or in third-party sites in terms of their correctness, accuracy, timeliness, reliability or otherwise. You (and not Cellwitch) assume the entire cost of all necessary FOR YOU TO ACCESS AND USE THE SITE.
LIMITATION OF LIABILITY
Under no circumstances, including, but not limited to, negligence, shall Cellwitch, its subsidiary and parent companies or affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use, THE CONTENT AND/OR SITE. You specifically acknowledge and agree that Cellwitch is not liable for any conduct of any user. If you are dissatisfied with THE SITE, any CONTENT AVAILABLE ON THE SITE, or with THESE terms, your sole and exclusive remedy is to discontinue using the site.
You agree to defend, indemnify, and hold harmless Cellwitch and its owners, principals, affiliates, subsidiaries licensors and licensees and their directors, officers, employees, contractors and representatives from any and all liabilities, claims, judgments and expenses, including attorneys' and expert fees and court costs, that arise from (i) your use or misuse of the Site; (ii) your violation of these Terms; (iii) your violation of any law or third party right, including without limitation any third party's patent, copyright, trademark, privacy/publicity or other proprietary rights; (iv) any claim that any Content posted by you caused damage to a third party; and/or (v) any use or misuse of your Access Credentials. Cellwitch will give you notice in the event of an indemnifiable event. Cellwitch reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Cellwitch in asserting any available defenses. This defense and indemnification obligation will survive the termination or expiration of these Terms.
This agreement is effective until terminated by Cellwitch, at any time with or without notice. Additionally, in the event that you violate these Terms, these Terms shall be deemed to be automatically terminated. In the event of termination, you are no longer authorized to use or access the Site. You hereby acknowledge that the restrictions imposed on you with respect to any Content downloaded from the Site, the disclaimers and limitations of liabilities, and your indemnification obligations, shall survive the termination of these Terms.
Cellwitch makes no representation that Content of, or any services or products available through, the Site are appropriate or available for use in locations outside the United States. Accessing the Site from territories where the Site Content is illegal is strictly prohibited. Those who choose to access the Site from locations outside the United States do so at their own risk and at their own discretion, and are responsible for compliance with all applicable local laws.
CELLWITCH'S COPYRIGHT POLICY
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyright rights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by following the procedures described below. As part of Cellwitch's response, Cellwitch may remove or disable access to Content residing on the Site that is claimed to be infringing, in which case Cellwitch will make a good-faith attempt to contact the person who submitted the affected Content so that they may make a counter notification, also in accordance with the DMCA. Before serving either a notice of infringing material or a counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws.
NOTICE OF INFRINGING MATERIAL
To file a notice of infringing material on the Site, please provide a notification containing the following details: Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (e.g., title, author, URL); Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (e.g., a link to the page that contains the material); Your contact information so that Cellwitch can contact you (e.g., your address, telephone number, email address); A statement that you have a good faith belief that the use of the material identified in (2) is not authorized by the copyright owner, its agent, or the law; 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; and Your physical or electronic signature. You must send this notice by email to:
By Email: firstname.lastname@example.org
If material that you have posted on the Site has been taken down, you may file a counter-notification that contains the following details: Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled; A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question; Your contact information so that Cellwitch can contact you (e.g., your address, telephone number, email address); A statement that you consent to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the United States, for any judicial district in which Cellwitch may be found and that you will accept service of process from the person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above; and Your physical or electronic signature. You must send this notice by mail, fax, or email to:
By Email: email@example.com
You hereby agree that these Terms and your use of the Site shall be governed in all respects by the internal substantive laws of the State of New York, without regard to its conflicts of laws provisions. You hereby submit to exclusive jurisdiction and venue in the state and federal courts located in New York County, New York for all disputes, cases and controversies regarding this Site, your use of this Site, and your relationship with Cellwitch.
YOU AND CELLWITCH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
No waiver of any of these Terms shall be deemed a further or continuing waiver of such Term or any other Term, and Cellwitch's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Unless otherwise specified herein, these Terms constitute the entire agreement between you and Cellwitch with respect to your use of the Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Cellwitch with respect to subject-matter hereof. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. You affirm that you are either 18 or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into and be legally bound by these Terms. In any case, you affirm that you are at least 13 years old, as the Site is not intended for children under 13. If you are under 13 years of age, then please do not use the Site. There are many other great web sites for you. Talk to your parents about which web sites are appropriate for you. These Terms, and any rights and/or licenses granted hereunder, may not be transferred or assigned by you, but may be transferred or assigned by Cellwitch without restriction.