DESCRIPTION OF SERVICE, ACCEPTANCE OF TERMS, MODIFICATION
Beyond the Curtain (“Company”) provides users (“Users”) of the web pages located at http://www.beyondthecurtain.com (the “Site”) with a platform for the discovery and enjoyment of media and information about luxury events, fashion and dining, and other features, functions or services on the Site (collectively, the “Service”). This Terms and Conditions of Use Agreement (the “Agreement”) sets out the legally binding terms between you and Company. This Agreement applies to all Users of the Site or Service, including Users who submit any content, information or other materials on the Site. If you choose to use the Site or Service, you will be agreeing to abide by all of the terms and conditions of the Agreement. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Agreement. In addition, when using particular Company services, you and Company may be subject to any additional terms, guidelines or rules applicable to such services, which may be posted from time to time (“Rules”). All such Rules are hereby incorporated by reference into this Agreement. Company may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
IF ANY OF THESE TERMS OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT ACCESS THE SITE OR USE THE SERVICE. YOUR CONTINUED USE OF THE SITE AND SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH RULES, CHANGES, OR MODIFICATIONS.
As between you and the Company, the Company is the owner of all intellectual property rights, including all copyrights, patents, trademarks associated with the Site and the Service, including all associated photographs, video logos, text, software and graphics. Further, as between you and the Company, the compilation of all content on the Site is the exclusive property of the Company. You agree not to use, display, reproduce, modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on any Company intellectual property, in whole or in part, without prior permission of the Company. Company respects the intellectual property rights of others and requires that our Users do the same. Accordingly, you must abide by all additional copyright notices or restrictions associated with any content on our Site or Service.
LICENSE AND SITE ACCESS
Company grants you a limited license to access and make personal use of the Site and the Service. You agree not to download (other than page caching) or modify the Site, or any portion of it except with express written consent of Company. This license does not include any resale or commercial use of the Site, the Service, or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Site is for the personal use of Users only and may not be used for any commercial endeavors except those may be specifically endorsed or approved by the management of Company from time to time. Illegal and/or unauthorized use of the Site or Service, including collecting usernames, email addresses or other information about Users by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Site or other illegal purposes will be investigated. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from posts or accounts without notice and may result in termination or blocking of access privileges. Company will take appropriate legal action for any illegal or unauthorized use of the Site or the Service. The Site, Service, or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Company. You may not frame or utilize framing techniques to enclose any photograph, video, trademark, logo, or other proprietary content or information of Company without express written consent, except as otherwise provided and made available through the Site or the Service. You may not use any meta tags or any other “hidden text” utilizing Company’s name or trademarks without the express written consent of Company. Any unauthorized use terminates the permission or license granted by Company. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to Company so long as the link does not portray Company, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may use the Company logo or other proprietary graphic or trademark of Company as part of the link, subject to Company’s usage requirements and Company’s right to revoke such permission in its sole discretion.
You agree to not use the Site or export any portion of the Site in violation of U.S. export regulations. You are responsible for adhering to all relevant local and national laws wherever you are.
- You agree to abide by the terms of this Agreement, and to not use the Service to: (i) interfere with, manipulate, or take any actions that may undermine the integrity of any rating system used on the Service; (ii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (iii) collect or store personal data about other Users; or (iv) harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any other User without their prior explicit consent.
- Without limiting other remedies, Company and its affiliates may immediately warn Users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your access and refuse to provide the Service to you if: (i) you breach this Agreement or the documents it incorporates by reference; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that your actions may cause financial loss or legal liability for you, us, or our Users, affiliates, sponsors, funders, stakeholders, advertisers or partners. You will be denied access to the Service if you breach this Agreement or any other agreement between you and Company in any way.
- You are solely responsible for your interactions with other Users of the Site. Company reserves the right, but has no obligation, to monitor disputes between you and other Users. Company reserves the right, in its sole discretion, to reject, refuse to post or remove or modify any posting by you, or to restrict, suspend, or terminate your access to all or any part of the Site and/or the Service at any time, for any or no reason, with or without prior notice, and without liability. Your comments and interactions with other Users shall not be illegal, obscene, threatening, patently offensive, defamatory, invasive of privacy, infringing of intellectual property rights, violate any confidentiality agreement or other contract or be otherwise injurious to third parties or objectionable and shall not consist of or contain political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.”
THIRD-PARTY CONTENT, LINKS AND SYNDICATION
Company may terminate this Agreement at any time for any reason. Sections 3, 9, 10, 11, 12, 13, and 14, shall continue in full force and effect upon any termination of this Agreement.
REPRESENTATIVES & WARRANTIES
- You represent and warrant that you have the full authority to act on your behalf and on behalf of any and all prior owners of any right, title and interest in and to any content you post, submit, transfer or link to.
- You represent and warrant that either (i) you are more than 18 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement or (ii) you have obtained parental consent prior to using the Site or the Service. You represent and warrant that you will abide by and comply with this Agreement and have obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform your obligations herein. Your access to the Site and Service may be blocked without warning if it is found that you are misrepresenting your age.
- You represent and warrant that you are solely responsible for all content posted, uploaded, published or displayed through your User account, including any messages, and for your interactions with other Users. You shall be solely responsible for your posts and comments and the consequences of posting or publishing them. In connection with your postings and content, you affirm, represent, and/or warrant that no posting by you or any use thereof by Company shall defame any third party or infringe upon or violate any other rights of any third party, including without limitation, any patent, trademark, copyright, trade secret right, contractual right, right of publicity or right of privacy.
- You represent and warrant that you shall not act in any manner that conflicts or interferes with any existing commitment or obligation of yours, and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement.
- You represent and warrant that you shall perform in compliance with any applicable laws, rules and regulations of any governmental authority.
- You represent and warrant that you will not use the Service to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment.
The views expressed on the Site or through the Service are not the views of Company. You acknowledge that any reliance on any opinion, advice, statement, or information available on the Site or the Service is at your sole risk. The Site and the Service contain views, opinions, statements, and recommendations of third-party individuals and organizations, and Company does not represent or endorse the accuracy, correctness, or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Site or the Service. Company makes no warranty as to the quality, accuracy, completeness, and validity of any materials on the Site or the Service and does not warrant that the functions contained on the Site will be uninterrupted or error-free, or that defects will be corrected.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
INDEMNIFICATION, LIMITED LIABILITY
- You hereby indemnify and hold harmless, and upon Company’s request, defend, Company its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) a breach or alleged breach of any warranty, representation, covenant or obligation of yours under this Agreement; or (ii) any allegation that any content provided, uploaded, syndicated, linked to or authorized by or on behalf of you hereunder or Company’s or any User’s use thereof violates or infringes the rights of another party. You will reimburse Company and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 11, provided that Company attempts to obtain your written consent prior to making such payments, and such consent is not unreasonably withheld, delayed or conditioned. Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Company’s request. Company shall have the right, at its expense, to participate in the defense thereof under your direction. You shall not settle any claim in any matter that adversely impacts Company without Company’s prior written consent.
- EXCEPT PURSUANT TO YOUR INDEMNITY OBLIGATION IN SECTION 11(a), AND EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS AND WARRANTIES IN SECTION 9, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO COMPANY.
This Agreement and the relationship between you and Company shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Company agree to submit to the personal and exclusive jurisdiction of the courts located within the State of California and County of Orange.
- The failure of Company, at any time or from time to time, to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Company. The remedies of Company under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies.
- If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, the parties nevertheless agree that that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible, consistent with applicable law, consistent with the original intentions of the parties; and the other terms and provisions of this Agreement remain in full force and effect.
- You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- The section titles in this Agreement are for convenience only and have no legal or contractual effect.