This Master Terms of Service (hereinafter referred to as the "Master TOS" or "Agreement") between You ("Customer" or "You" or "Your") and .pw ("Company" or "We" or "Us") sets forth the terms and conditions of all .pw Services you use. Please read this document carefully as they contain important information regarding your legal rights, remedies and obligations.
Customer understands that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that Customer, and not Company, is entirely responsible for all Content that Customer uploads, posts, emails, transmits or otherwise makes available via the .pw Services. Company does not control the Content posted via the .pw Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. Customer understands that by using the .pw Services, they may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the .pw Services.
Customer acknowledges that Company may or may not pre-screen Content, but that Company and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the .pw Services. Without limiting the foregoing, Company and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. Customer agrees that they must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, Customer acknowledges that they may not rely on any Content created by Company or submitted to Company, including without limitation information in message boards and in all other parts of the .pw Services.
Customer understands that the .pw Platform may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Company and/or content providers who provide content to the .pw Services. Customer may not attempt to override or circumvent any of the usage rules embedded into the .pw Platform. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the .pw Services, in whole or in part, is strictly prohibited.
Customer agrees and acknowledges that Parent owns all data, compilation, collective and similar rights, title and interests worldwide in the .pw Database, and all information and derivative works generated from the .pw Database. Company and Service Providers, and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as maybe required for compliance of any agreements executed by Company or Service Providers, or in order to fulfill services under this Agreement, or for any other appropriate reason.
With respect to content that Customer submits or makes available for inclusion within the .pw Database, on publicly accessible areas of the .pw Services, Customer grants Company the a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable and non-exclusive license(s) to use the data in any manner as required to provide the .pw Services, including but not limited to the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such content (in whole or in part) on .pw Services, and to incorporate such content into other works in any format or medium now known or later developed. Publicly accessible areas of .pw Services are those areas accessible to users other than the Customer either anonymously or by providing authentication information.
By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Company through our suggestion or feedback channels, Customer acknowledges and agrees that: (a) Customer's Contributions do not contain confidential or proprietary information; (b) Company is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Company shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Company may have something similar to the Contributions already under consideration or in development; (e) Customer's Contributions automatically become the property of Company without any obligation of Company to Customer; and (f) Customer is not entitled to any compensation or reimbursement of any kind from Company under any circumstances.
Customer acknowledges that Company may establish and modify, in its own discretion, at anytime, without notice, practices and limits concerning use of the .pw Services, including without limitation the maximum number of days that data, content, email messages, information or other uploaded content will be retained within the .pw Database, the maximum number of messages or content that may be sent from or received by the Customer using .pw Services at any given time, the maximum size of any message or content that may be sent, received, uploaded, hosted, posted, transmitted by the Customer, the maximum disk space that will be allotted on .pw Servers on Customer's behalf, and the maximum number of times, and the maximum duration for which Customer may access the .pw Services in a given period of time. Customer agrees that Company has no responsibility or liability for the deletion or failure to store any content, messages, and other communications maintained or transmitted by .pw Services. Customer acknowledges that Company reserves the right to log off and/or delete accounts that are inactive for an extended period of time. Customer further acknowledges that Company reserves the right to modify these general practices and limits from time to time.
Customer and the Company represent and warrant that: -
In no event will Company, Service Providers, or contractors or third party beneficiaries be liable to Customer for any special, indirect, ancillary, incidental, punitive, exemplary or consequential damages, or any damages resulting from loss of profits, arising out of or in connection with this agreement, even if parent and/or service providers, or contractors or third party beneficiaries have been advised of the possibility of such damages. Company further disclaims any and all loss or liability resulting from, but not limited to
If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against the Company by Customer, then in no event will the Company's liability exceed actual amount paid by Customer for any .pw Service
However, that in any such case Company may serve the Customer with notice of any such claim and upon the Customer's written request, Company will provide to the Customer all available information and assistance reasonably necessary for the Customer to defend such claim, provided that the Customer reimburses Company for its actual costs.
Subject to the provisions of this Agreement, each Party will continue to independently own his/her/its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property.
Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by Company to the Customer, or by any disclosure of any Confidential Information to the Customer under this Agreement.
Customer shall further ensure Customer does not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using services under this Agreement. Customer acknowledges that Company cannot and does not check to see whether any services or the use of the services by the Customer under this Agreement, infringes legal rights of others.
No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.
During the period of this Agreement, Customer agrees that Company may revise the terms and conditions of and change the services provided under this Agreement, or any Additional TOS. Any such revision or change will be binding and effective immediately on posting of the revision on the web or on notification to the Customer via email.
Customer agrees to review the Company Website including the agreements, periodically, to be aware of any such revisions. If the Customer does not agree with any revision, the Customer must stop using .pw Services immediately. Customer agrees that, continuing use of .pw Services following any revision will constitute as an acceptance of any such revisions or changes
Customer shall not create, publish, distribute, or permit any written / Oral / electronic material that makes reference to the Company or our Service Providers or uses any of Company's registered Trademarks / Service Marks or our Service Providers' registered Trademarks / Service Marks without first submitting such material to Company and receiving prior written consent. Customer gives the Company the right to recommend / suggest the Customer's name and details to other potential clients, and prospective customers and use the Customer's name in marketing / promotional material with regards to Company's products.
Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a "Force Majeure Event") including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party's employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party's performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non performance as soon as possible.
THE .pw PLATFORM, .pw SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON "AS IS" AND "WHERE IS" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.
COMPANY AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.
COMPANY AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, CUSTOMER'S COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH CUSTOMER'S ACCESS TO, USE OF, .pw PLATFORM OR BY ACCESSING COMPANY SERVERS. WITHOUT LIMITING THE FOREGOING, COMPANY AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH .pw PLATFORM OR COMPANY SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR (B) THE INFORMATION AVAILABLE ON OR THROUGH THE .pw PLATFORM/COMPANY SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS OR SERVICES PERFORMED BY COMPANY AND SERVICE PROVIDERS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE .pw PLATFORM WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS AGREEMENT OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. OR (F) CUSTOMER WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO CUSTOMER'S ORDER, ANY TRANSACTION IN CUSTOMER'S ACCOUNT, ANY EXPIRY OF AN ORDER
COMPANY AND SERVICE PROVIDERS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION, CONTENT, DATA, SERVICES, AVAILABLE OR WITH RESPECT TO THEIR LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. COMPANY AND SERVICE PROVIDERS DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO CUSTOMER.
FURTHERMORE, COMPANY NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE .pw PLATFORM, .pw SERVERS, COMPANY WEBSITE AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Country, State and City where Company is incorporated, applicable therein without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in a court in the city, state, country where Company is incorporated. Company reserves the right to enforce the law in the Country/State/District where the Registered/Corporate/Branch Office, or Place of Management of the Customer is situated as per the laws of that Country/State/District.
If any legal action or other legal proceeding relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled.
This Appendix A covers the terms of access to the .pw Platform. Any violation of these terms will constitute a breach of agreement, and grounds for immediate termination of this Agreement.
Customer, or its contractors, employees, directors, officers, representatives, agents and affiliates, shall not use or permit use of the .pw Platform, directly or indirectly, in violation of any country, state or local rule, regulation or law, or for any unlawful purpose, or in a manner injurious to Company, Service Providers or other customers, or their reputation, including but not limited to the following activities -
Company in its sole discretion will determine what constitutes as violation of appropriate usage including but not limited to all of the above.