Contract-Standards-TOS.commonform

    \ Acceptance of Terms of Service \ This is an agreement between [COMPANY NAME], (""Company""), the owner and operator of [WEBSITE URL] (the ""Site""), and <you> (""you"" or ""You""), a user of the <Site>. By using the <Site> <you> acknowledge and agree to these <Terms of Service> and the <Privacy Policy>, which can be found at [PRIVACY POLICY URL] and is incorporated by reference. If <you> choose to not agree with any of these terms, <you> may not use the <Site>.
    \ Changes to Terms of Service \
        \ Right to Change Terms \ The <Company> reserves the right, in its sole discretion, to change these <Terms of Service> (""Updated Terms"") from time to time.
        \ Notice of Updated Terms \ Unless the <Company> makes a change for legal or administrative reasons, the <Company> will provide reasonable advance notice before the <Updated Terms> become effective. <You> agree that the <Company> may notify <you> of the <Updated Terms> by posting them on the <Site>.
        \ Acceptance of Updated Terms \ <You>r use of the <Site> after the effective date of the <Updated Terms> constitutes <you>r agreement to the <Updated Terms>. <You> should review these <Terms of Service> and any <Updated Terms> before using the <Site>.
        \ Effective Date of Updated Terms \ The <Updated Terms> will be effective as of the time of posting, or such later date as may be specified in the <Updated Terms>, and will apply to <you>r use of the <Site> from that point forward.
    \ Use of Site \
        \ License \ During the term of this agreement, the <Company> grants <you> a limited, non-exclusive, non-transferable license to access the <Site> for <you>r personal and non-commercial use in accordance with the <Terms of Service>.
        \ Intellectual Property Rights \ The design, trademarks, service marks, and logos of the <Site> (""Marks""), are owned by or licensed to the <Company>, subject to copyright and other intellectual property rights under United States, foreign laws and international conventions. The <Company> reserves all rights not expressly granted in and to the <Site>. <You> agree to not engage in the use, copying, or distribution of any of the <Site> other than expressly permitted.
    \ User Conduct \
        \\ <You> may not engage in any of the following prohibited activities:
            \\ copying, distributing, or disclosing any part of the <Site> in any medium, including without limitation by any automated or non-automated "scraping",
            \\ using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the <Site>,
            \\ transmitting spam, chain letters, or other unsolicited email,
            \\ attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the <Site>,
            \\ taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on <Site> infrastructure,
            \\ uploading invalid data, viruses, worms, or other software agents through the <Site>,
            \\ collecting or harvesting any personally identifiable information, including account names, from the <Site>,
            \\ using the <Site> for any commercial solicitation purposes,
            \\ impersonating another person or otherwise misrepresenting <you>r affiliation with a person or entity, conducting fraud, hiding or attempting to hide <you>r identity,
            \\ interfering with the proper working of the <Site>,
            \\ accessing any content on the <Site> through any technology or means other than those provided or authorized by the <Site>, or
            \\ bypassing the measures we may use to prevent or restrict access to the <Site>, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
        \\ <You> also agree to abide by the <Community Standards> found at [COMMUNITY STANDARDS URL].
    \ Your Account \
        \ Account Creation \ <You> must complete the registration process by providing the <Company> with current, complete, and accurate information as prompted by the applicable registration form. <You> also will choose a password and a user name.
        \ Responsibility for Account \ <You> are entirely responsible for maintaining the confidentiality of <you>r password and account. Furthermore, <you> are entirely responsible for any and all activities that occur under <you>r account. <You> agree to notify the <Company> immediately of any unauthorized use of <you>r account or any other breach of security.
        \ Liability for Account Misuse \ The <Company> will not be liable for any loss that <you> may incur as a result of someone else using <you>r password or account, either with or without <you>r knowledge. <You> could be held liable for losses incurred by the <Company> or another party due to someone else using <you>r account or password.
        \ Use of Other Accounts \ <You> may not use anyone else's account at any time, without the permission of the account holder.
    \ Account Security \ The <Company> cares about the integrity and security of <you>r personal information. However, the <Company> cannot guarantee that unauthorized third parties will never be able to defeat the <Site>'s security measures or use any personal information <you> provide to us for improper purposes. <You> acknowledge that <you> provide <you>r personal information at <you>r own risk.
    \ Paid Services \
        \ Fees \ The <Company> reserves the right at any time to charge fees for access to the <Site>. However, in no event will <you> be charged for access to the <Site> unless we obtain <you>r prior agreement to pay such charges. <You> may cancel <you>r account at any time. Any fees will be posted prominently on the <Site> and in other appropriate locations on the <Site>.
        \ Rates \ <You> will pay all fees and charges incurred through <you>r account at the rates in effect for the billing period when they are incurred. <You> will be billed for and pay all fees and charges. <You> shall pay all applicable taxes relating to use of the <Site> through <you>r account.
    \ User Content \
        \ Content Ownership \ <You> retain all ownership rights to content uploaded to <Site>.
        \ Content License \ By submitting content to <Site>, <you> grant the <Company> a worldwide, non-exclusive, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the <Site> and the <Company>'s (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the <Site> (and derivative works thereof) in any media formats and through any media channels.
    \ Links \ The <Site> may contain links to third-party websites or resources. <You> acknowledge and agree that the <Company> is not responsible or liable for:
        \\ the availability or accuracy of such websites or resources, or
        \\ the content, products, or services on or available from such websites or resources.
    Links to such websites or resources do not imply any endorsement by the <Company> of those websites or resources. <You> acknowledge sole responsibility for and assume all risk arising from <you>r use of any such websites or resources.
    \ Third Party Content \ Through the <Site>, <you> will have the ability to access and/or use content provided by third parties. The <Company> cannot guarantee that such third party content will be free of material <you> may find objectionable or otherwise. The <Company> disclaims any responsibility or liability related to <you>r access or use of any third party content.
    \ Privacy \ For information about how the <Company> collects, uses, and shares <you>r information, please review our <Privacy Policy>. <You> agree that by using the <Site> <you> consent to the collection, use, and sharing (as set forth in the <Privacy Policy>) of such information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by the <Company>.
    \ Copyright Policy \ The <Company> respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If <you> believe that <you>r Content has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act:
        \\ a physical or electronic signature of the copyright owner or a person authorized to act on their behalf,
        \\ identification of the copyrighted work claimed to have been infringed,
        \\ 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 us to locate the material,
        \\ <you>r contact information, including <you>r address, telephone number, and an email address,
        \\ a statement by <you> 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
        \\ 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 copyright owner.
    \ Trademarks \ The <Company> name and logo are trademarks of the <Company>, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the <Company>, except in accordance with our brand guidelines, available here: [BRAND GUIDELINES URL]. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks, and trade dress of the <Company>, and may not be copied, imitated, or used, in whole or in part, without prior written permission from the <Company>.
    \ Promotions \ Some users may promote competitions, promotions, prize draws and other similar opportunities on the <Site> (""Third Party Competitions""). The <Company> is not the sponsor or promoter of these <Third Party Competitions> and does not bear any responsibility or liability for the actions or inactions of any third parties who organize, administer or are otherwise involved in any of promotion of these <Third Party Competitions>. If <you> wish to participate in any of these <Third Party Competitions>, <you> are responsible for reading and ensuring that <you> understand the applicable rules and any eligibility requirements and are lawfully able to participate in such <Third Party Competitions> in <you>r country of residence. If <you> wish to run <you>r own Third Party Competition on the Platform, <you> are free to do so provided <you> comply with our <Competition Terms>.
    \ Termination \
        \ Termination upon Notice \ Either party may terminate this agreement at any time by notifying the other party.
        \ Termination by the Company \ The <Company> may terminate or suspend <you>r access to or ability to use the <Site> immediately, without prior notice or liability, for any reason or no reason, including breach of this agreement. In particular, the <Company> may immediately terminate or suspend accounts that have been flagged for repeat copyright infringement.
        \ Effect of Termination \ Upon termination of <you>r access to or ability to use the <Site>, <you>r right to use or access the <Site> will immediately cease.
        \ Survival of Provisions \ This agreement's provisions that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of <you>r access to and use of the <Site> shall not relieve <you> of any obligations arising or accruing prior to termination or limit any liability that <you> otherwise may have to the <Company> or any third party.
    \ Disclaimers \ The <Site> is provided "as is," without any warranties of any kind.To the fullest extent permissible under applicable law, the <Company> disclaims all such warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, freedom from errors, suitability of content, or availability.
    \ Limitation of Liability \ To the fullest extent permitted by applicable law in no event shall the <Company> be liable for:
        \\ any direct, special, indirect or consequential damages, or
        \\ any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the <Site>, including without limitation any damages caused by or resulting from reliance by user on any information obtained from <Site>, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance.
    \ Indemnification \ <You> agree to defend, indemnify and hold harmless the <Company>, its subsidiaries and affiliated companies, and their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys' fees and costs) and all amounts paid in settlement arising from or relating to use of the <Site>. The <Company> may assume the exclusive defense and control of any matter for which users have agreed to indemnify the <Company> and <you> agrees to assist and cooperate with the <Company> in the defense or settlement of any such matters.
    \ Arbitration \
        \ Claim Procedure \ For any dispute <you> have with the <Company>, <you> agree to first contact the <Company> and attempt to resolve the dispute informally. If the <Company> has not been able to resolve the dispute with <you> informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to this agreement by binding arbitration by the American Arbitration Association (""AAA"") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the <AAA>, except as provided herein.
        \ Arbitration Location \ Unless <you> and the <Company> agree otherwise, the arbitration will be conducted in the county where <you> reside.
        \ Arbitration Fees \ Each party will be responsible for paying any <AAA> filing, administrative and arbitrator fees in accordance with <AAA> rules, except that the <Company> will pay for <you>r reasonable filing, administrative, and arbitrator fees if <you>r claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
        \ Arbitration Award \ The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
        \ Injunctive Relief \ Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service.
        \ Class Actions \ All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person's claims.
        \ Waiver of Jury Trial \ <You> agree that, by entering into these terms, <you> and the <Company> are each waiving the right to a trial by jury or to participate in a class action.
    \ Governing Law \ This agreement will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.
    \ Feedback \ We welcome any comment, question and communication at [FEEDBACK LINK].