Terms of Service
THIS
TERMS OF SERVICE AGREEMENT (“AGREEMENT”) IS A LEGAL AND BINDING
AGREEMENT BETWEEN YOU (“YOU,” “YOUR” OR “YOURSELF”) AND MANIFEST
HOLDINGS INC. (“OUR,” “US,” “WE” OR “MANIFEST HOLDINGS INC.”) AND OUR
SUPPLIERS INCLUDING BUT NOT LIMITED TO LYRICFIND INC. (“LYRICFIND”),
WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SERVICE TOGETHER WITH ALL
INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO
YOU THROUGH THE SAME BY US AND/OR THIRD PARTIES (COLLECTIVELY, “THE
SERVICE”). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE
SERVICE. BY REGISTERING FOR, USING OR OTHERWISE ACCESSING THE SERVICE,
OR ANY COMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU ARE CONSENTING
TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND
COMPLY WITH THE TERMS AND CONDITIONS HEREIN. THE SERVICE IS OFFERED AND
MADE AVAILABLE ONLY TO USERS 13 YEARS OF AGE OR OLDER. IF YOU ARE NOT
YET 13 YEARS OLD, PLEASE DISCONTINUE USING THE SERVICE IMMEDIATELY, OR
IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT, PLEASE DISCONTINUE THE REGISTRATION
PROCESS AND DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER.
When
we refer to the “use” of the Service in this Agreement, we mean any
actual or attempted access or use of the Service, including, without
limitation, any transmission, exchange of information or communication
associated with the Services. These terms and conditions, together with
any other terms of use applicable to other Manifest Holdings Inc. owned
or controlled web sites and any other policies, rules and provisions
which are described, linked or otherwise referred to and form a part of
this Agreement, including, without limitation our Privacy Policy
constitute the entire agreement between you and us, superseding any and
all prior or inconsistent understandings, representations or agreements
regarding the Service.
1. ACCESS TO THE SERVICE
Subject
to certain limitations as described herein, you are granted the right
to access our lyrics (“Lyrics”), audio, audio-visual, video, text and
software content (collectively, “Content”) under certain terms and
conditions as set forth in this Agreement. In order to use the Service,
you must obtain access to the Internet and pay any service fees
associated with such access. In addition, you must provide all equipment
necessary to make such connection to the Internet and to be able to
access the digital Content files. Download and use of software content
may be subject to an additional license agreement. You must be at least
13 years of age to access the Content. Certain areas and functions of
the Service require registration, while other areas and functions do
not.
2. YOUR REGISTRATION OBLIGATIONS
Should
you choose to register with the Service, you agree to provide true,
accurate, current and complete information about yourself as prompted by
the Service registration process (such information being the
“Registration Data”). You further agree that, in providing such
Registration Data, you will not knowingly omit or misrepresent any
material facts or information and that you will promptly enter corrected
or updated Registration Data via the Service, or otherwise advise us
promptly in writing of any such changes or updates. You further consent
and authorize us to verify your Registration Data as required for your
use of and access to the Service, as applicable. Once registered for the
Service, you shall receive a unique user ID and password in connection
with your account (collectively referred to herein as “IDs”). You agree
that you will not allow another person to use your IDs to access and use
the Service under any circumstances. You are solely and entirely
responsible for maintaining the confidentiality of your IDs and for any
charges, damages, liabilities or losses incurred or suffered as a result
of your failure to do so. We are not liable for any harm caused by or
related to the theft of your IDs, your disclosure of your IDs, or your
authorization to allow another person to access and use the Service
using your IDs. Furthermore, you are solely and entirely responsible for
any and all activities that occur under your account including any
charges incurred relating to the Service. You agree to immediately
notify us of any unauthorized use of your account or any other breach of
security known to you. You acknowledge that the complete privacy of
your data and messages transmitted while using the Service cannot be
guaranteed. A person who completes the registration process for the
Service is sometimes referred to herein as a “Registered User”.
3. MANIFEST HOLDINGS INC. PRIVACY POLICY
Manifest
Holdings Inc. takes your privacy seriously and operates under the
policies and principles outlined in its Privacy Policy, which contains
important information and disclosures relating to the collection and use
of your personally identifiable information in connection with your use
of the Service. Our Privacy Policy is set forth here.
4. USER RESTRICTIONS
4.1
Manifest Holdings Inc. will make reasonable efforts to keep the Service
operational. However, certain technical difficulties, routine site
maintenance/upgrades and any other events outside the control of
Manifest Holdings Inc. may, from time to time, result in temporary
service interruptions. Manifest Holdings Inc. also reserves the right at
any time and from time to time to modify or discontinue, temporarily or
permanently, functions of the Service with or without notice. You agree
that Manifest Holdings Inc. shall not be liable to you or to any third
party for any of the direct or indirect consequences of any
modification, suspension, discontinuance of or interruption to the
Service.
4.2
By using the Service, you acknowledge and agree that you have no right
to provide any files obtained through the Service to any other party or
through any other means. You agree that you will not duplicate or
otherwise reproduce the Content, or any portion thereof, onto any
physical medium, memory or device now known or hereinafter devised. In
addition, you agree that you will not attempt to, or encourage or assist
any other person to, circumvent or modify any Content protection
methods. “Lyrics” means the words of a musical composition.
4.3
You may not use or allow others to use, your IDs and/or the Service,
directly or indirectly, nor upload, distribute, transmit, communicate,
link to, publish or access any data, information or material through,
using or otherwise in connection with the Service, that: (a) is
libelous, defamatory, vulgar or obscene, pornographic, sexually
offensive or explicit, harmful or harassing, threatening, hateful,
racially, culturally, ethnically or otherwise objectionable or
offensive, discriminatory or abusive; (b) violates any law or regulation
or the rights of others; (c) causes duress, distress or discomfort to
another or is likely to deter or discourage others from using the
Service; and/or (d) infringes any intellectual property, proprietary
rights or confidentiality obligations of others. You are solely
responsible and liable for any such activity, behavior, use and conduct.
We have no liability and you bear the sole and exclusive risk
associated with use of or reliance on the accuracy, quality,
completeness, reliability or usefulness of any data, information or
material in connection with your IDs. You also may not use, nor allow
others to use, your IDs, the Service, directly or indirectly, to: (x)
attempt to or actually disrupt, impair or interfere with, alter or
modify the Service or any information, data or materials posted and/or
displayed by us or anyone else; (y) act in a way that affects or
reflects negatively on us, the Service, or anyone else; (z) collect or
attempt to collect any information from others including, without
limitation, personally identifiable information, without such party’s
prior consent. You agree to comply with all local, state, federal laws,
statutes, rules and regulations, as well as any international treaties,
which are applicable to your use of the Service.
4.4
You are prohibited from violating or attempting to violate the security
of the Service, including, without limitation: (a) accessing data not
intended for you or logging onto a processor, communications or access
device or account which you are not authorized to access; (b) attempting
to probe, scan or test the vulnerability of the Service or to breach
security or authentication measures, regardless of your motives or
intent; (c) attempting to interfere with or disrupt the Service or
service to any user, processor, host or network, including, without
limitation, by submitting a virus, worm or Trojan horse; or (d) sending
unsolicited e-mail or other information, including promotions or
advertising. Violations of system or network security or this Agreement
may result in civil or criminal liability. We have the right to
investigate occurrences, which may involve such violations and we may
involve, provide information to and cooperate with, law enforcement
authorities in prosecuting users who are involved in such violations.
4.5
In some cases, Manifest Holdings Inc. derives its rights to use the
Content offered on the Service from third party content owners (“Content
Providers”) for fixed periods of time. As well, Manifest Holdings Inc.
is sometimes required to pull certain Content off the Service for legal
reasons. Therefore, certain Content offered or advertised by Manifest
Holdings Inc. may not be available when you try to access it, and not
all Content is available in all countries or territories.
4.6
You acknowledge and agree to the essential condition that the Content
is provided “As Is”. Therefore, you are aware and agree that the Content
might not be suitable for your purposes or satisfy your expectations or
requirements with respect to it. You also acknowledge and agree that
the Content could contain errors or other harmful components. Therefore,
we recommend that prior to accessing the Content, you ensure, at your
cost, that the Content will suit your requirements and needs and will
not have any negative impact on your computer and/or your media player
system.
5. TERMINATION
5.1
We may terminate this Agreement, restrict, suspend or terminate your
use of the Service immediately and without notice or liability, if you
violate, breach or fail to comply with this Agreement in any way, and it
will not limit any other rights or remedies which are available to us.
Without limitation of any other provisions hereof regarding termination,
we reserve the right to terminate your use of the Service, without
cause, upon reasonable notice.
5.2
You may terminate this Agreement by ceasing to use Service. Termination
is your sole right and exclusive remedy if you are not satisfied with
the Service.
5.3 Termination of this Agreement shall not relieve you of any obligations to pay accrued charges.
6. INTELLECTUAL PROPERTY RIGHTS
6.1
The Content available through the Service is the property of Manifest
Holdings Inc. or its Content Providers and is protected by copyright and
other intellectual property laws. Usage of Lyrics is limited to your
personal, noncommercial use in accordance with the terms of this
Agreement. You may not reproduce (other than as authorized for your own
personal usage), publish, transmit, distribute, publicly display, rent
or lend, modify, create derivative works from, sell or participate in
the sale of or exploit in any way, in whole or in part, directly or
indirectly, any of the Lyrics so provided. You agree that you shall are
not granted any so-called “karaoke” or “sing-along” rights to Lyrics and
you shall not seek to or remove any vocal track from a sound recording
that shall be associated with a Lyric provided to you. You agree not to
assign, transfer or transmit any Lyrics to any third party. You agree
that you shall not seek to or do anything that will defeat, evade or
circumvent any efforts that may be made to protect the Lyrics from any
unauthorized usage.
6.2
You acknowledge that Manifest Holdings Inc. retains exclusive ownership
of the Service and all intellectual property rights associated
therewith. The Service contains proprietary and confidential information
that is protected by copyright laws and international treaty
provisions. Except as expressly provided herein, you are not granted any
rights or license to patents, copyrights, trade secrets or trademarks
with respect to the Service or the Content, and Manifest Holdings Inc.
reserves all rights not expressly granted hereunder. You may not copy,
reproduce, transfer or access (except as expressly authorized by this
Agreement), re-license, reverse engineer, decompile, disassemble,
translate, publish, transmit, distribute, display, broadcast,
re-broadcast, redistribute, modify, create derivative works from,
capture or store in any physical media, market, rent, sell, lease,
sublicense, or participate in any sale of or exploit in any way, in
whole or in part, directly or indirectly, the Service or any related
software. You shall promptly notify Manifest Holdings Inc. in writing
upon your discovery of any unauthorized use or infringement of the
Service or the Content or Manifest Holdings Inc.’s patent, copyright,
trade secret, trademarks or other intellectual property rights. Except
as expressly provided for herein, any copy or use of any portion of the
Service shall constitute an act of copyright infringement and a breach
of this Agreement. Furthermore, Manifest Holdings Inc. may in its sole
discretion pursue any other available rights or remedies at law or in
equity for a violation of this Agreement or such copyright infringement.
6.3
We respect the intellectual property of others, and we ask our users to
do the same. If you believe that your work has been copied in a way
that constitutes copyright infringement, or your intellectual property
rights have been otherwise violated, please provide our Copyright Agent
the following information:
(i)
an electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright or other intellectual property
interest;
(ii) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(iii) a description of where the material that you claim is infringing is located on the site;
(iv) your address, telephone number, and email address;
(v)
a statement by you that you have a good faith belief that the disputed
use is not authorized by the copyright owner, its agent, or the law;
(v)
a statement by you, made under penalty of perjury, that the above
information in your Notice is accurate and that you are the copyright or
intellectual property owner or authorized to act on the copyright or
intellectual property owner’s behalf. Our Agent for Notice of claims of
copyright or other intellectual property infringement can be reached as
follows:
By mail:
Copyright Agent
c/o Berman Entertainment and Technology Law
235 Montgomery St., Suite 760
San Francisco, CA 94104
By phone: (415) 816-9623
By fax: (415) 449-3650
By email: Webmaster email
6.4
Please note that any Content made available on or through the Service
which contains or displays the YouTube logo or which is provided via the
YouTube player is hosted on YouTube’s servers, and Manifest Holdings
Inc. thus does not have the ability to permanently remove all or any
such content from YouTube’s servers. Therefore, if you have a complaint
concerning any video content made available on the Service that is
provided by YouTube, you should contact YouTube directly in accordance
with copyright policies at: http://www.youtube.com/t/terms. If you
believe that your work is available on the Website via the YouTube
player in a way that constitutes copyright infringement, please: (i)
contact YouTube directly in accordance with copyright policies at:
http://www.youtube.com/t/terms and (i) contact Manifest Holdings Inc. by
sending us a notice in accordance with the provisions of this Section
6.
6.5
The Manifest Holdings Inc. logos and other trademarks on the site are
the property of their respective owners and are owned by, licensed to,
or, where required, used with permission by Manifest Holdings Inc. and
may not be reproduced, copied, or manipulated in any manner without the
express, written approval of the trademark owner.
6.6
With respect to any intellectual property rights or any other rights
owned by LyricFind and covered under this Agreement, You agree that
LyricFind may enforce its rights under this Agreement against You
directly in its own name.
7. INERACTIVE USE
7.1
The Service may, but is not obligated to, offer interactive features
that allow you to, among other things, submit or post Materials or links
to third party content on areas of the Service accessible and viewable
by other users of the Service and the public. You represent and agree
that any use by you of such features, including any Materials or links
submitted or posted by you, shall be your sole responsibility, shall not
infringe or violate the rights of any other party or violate any laws,
contribute to or encourage infringing or otherwise unlawful conduct, or
otherwise be obscene, objectionable or in poor taste, and that you have
obtained all necessary rights, licenses or clearances. You also further
agree to provide accurate and complete information in connection with
your submission or posting of any Materials on the Service. “Materials”
includes, without limitation, lyrics, reviews, videos, articles, audio
files and any other content whether copyrightable or not.
7.2
By transmitting, submitting and/or posting any Materials to the
Service, you grant to Manifest Holdings Inc. a perpetual, worldwide,
irrevocable, unrestricted, non-exclusive, royalty-free license to use,
copy, license, distribute, display, reproduce, transmit, modify, edit,
and otherwise exploit such Materials, in all media now known or later
developed, including without limitation the right to add such Materials
to the database of Manifest Holdings Inc. and/or any Content Provider.
The foregoing grant shall include the right to exploit any proprietary
rights in such Materials, including, without limitation, any
intellectual property laws under any relevant jurisdiction, and shall
constitute a waiver of any rights, ”moral rights,” or any similar rights
under any jurisdiction. For purposes of clarification and avoidance of
doubt, no termination of this Agreement will affect the license granted
herein by you.
7.3
Manifest Holdings Inc. reserves the right not to post or publish any
Materials, and to delete, remove or edit any Materials, at any time in
its sole discretion without notice or liability.
7.4
Manifest Holdings Inc. has the right, but not the obligation, to
monitor any information and materials submitted or posted by you or
otherwise available on the Service, to investigate any reported or
apparent violation of this Agreement, and to take any action that
Manifest Holdings Inc. in its sole discretion deems appropriate.
8. DISCLAIMER OF WARRANTIES
YOU
EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE SERVICE IS AT YOUR SOLE
RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS.
WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES
REGARDING THE SERVICE, THE MANIFEST HOLDINGS INC. SITE AND THE PRODUCTS
AND SERVICES OFFERED THROUGH THE SERVICE OR ANY PORTION THEREOF,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NONINFRINGEMENT OF THIRD PARTY RIGHTS. OR ANY WARRANTIES ARISING BY
COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR
WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON
OR OFFERED THROUGH THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE,
RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT
THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF
THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES,
MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES.
ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY
TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MANIFEST
HOLDINGS INC., ITS CONTENT PROVIDERS, SUPPLIERS, PARTNERS, AFFILIATES OR
THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE
SERVICE, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR
WHETHER OR NOT MANIFEST HOLDINGS INC. HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY
NOT APPLY TO YOU.
10. INDEMNITY
You
agree to defend, indemnify and hold us harmless against any losses,
expenses, costs or damages (including our reasonable attorneys’ fees,
expert fees’ and other reasonable costs of litigation or proceedings)
arising from, incurred as a result of, or in any manner related to any
claim or action based upon (a) your breach of, or failure to comply
with, the terms and conditions of this Agreement, (b) your use of the
Service, and/or (c) the use of the Service by any other person using
your IDs. We may, in our discretion, participate in the defense of any
such claim or action and any negotiations for its settlement or
compromise. No settlement which may adversely affect our rights or
obligations shall be made without our prior written approval. We reserve
the right, at our own expense and on notice to you, to assume exclusive
defense and control of any such claim or action and then your
corresponding indemnification obligation will end.
11. CHOICE OF LAW AND CONSENT TO JURISDICTION
The
Service is created, operated and controlled by Manifest Holdings Inc.
in the State of California, United States of America. The laws of the
State of California will govern this Agreement without giving effect to
any principles or conflicts of laws.
12. OBJECTIONABLE MATERIAL
You
understand that by using the Service, you may encounter content that
may be deemed offensive, indecent, or objectionable, which content may
or may not be identified as having explicit language. Nevertheless, you
agree to use the Service at your sole risk and that Manifest Holdings
Inc. shall have no liability to you for content that may be found to be
offensive, indecent, or objectionable. Content descriptions are provided
for convenience, and you acknowledge and agree that Manifest Holdings
Inc. does not guarantee their accuracy.
13. PUBLIC COMMUNICATION
13.1
Manifest Holdings Inc. believes in building a caring community based
around music and will not tolerate antisocial or unlawful behavior in
connection with the Service. We expect you to use only language
appropriate for general conversation, with no insulting, racist, obscene
or sexually explicit remarks
13.2
You are solely responsible for the content of any transmissions you
make to the Service or any materials you add to the Service (the
”Communications”). You will not use the Service to: Upload, post,
e-mail, transmit, display, copy, distribute, promote, or otherwise
communicate to the public;
(a)
Communications of any kind that are false, unlawful, threatening,
tortuous, disparaging (including disparaging of Manifest Holdings Inc.,
its parent, subsidiaries or affiliates), anything that adversely affects
Manifest Holdings Inc. such as discouraging any person or entity from
advertising with, linking to or supplying Manifest Holdings Inc.,
abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic,
profane, racist, sexually explicit, ethnically or culturally offensive,
indecent, or that promotes violence, racial hatred, terrorism, or
illegal acts, or are otherwise objectionable in Manifest Holdings Inc.
sole discretion;
(b)
Communications of any kind that violate, plagiarize, misappropriate or
infringe upon the rights of third parties including, without limitation,
copyright (including, offering pirated computer programs or links to
such programs, information used to circumvent manufacturer-installed
copy-protect devices, including serial registration numbers for software
programs, rights management information or any type of cracker
utilities), trademark, patent, trade secret, rights of privacy or
publicity, confidential information or any other proprietary right;
(c)
Communications of any kind that contain a virus, Trojan horse, time
bombs, worms, spyware, adware, malware, bots, any automated use of the
system, such as scripts, or other harmful component or restricts or
inhibits any other user’s uninhibited use and enjoyment of the Service,
interferes with, overburdens, impairs or disrupts the Service or servers
or networks connected to the Service, or disobeys any requirements,
procedures, policies or regulations of networks connected to the
Service;
(d)
Communications of any kind that are false or misleading or that
constitute or contain false or misleading indications of origin or
statements of fact, including, without limitation, by forging any TCP/IP
packet header, any part of the header information in any transmission
to the Service, or otherwise manipulating identifiers in order to
disguise the origin of any content transmitted to or from the Service;
(e)
Communications of any kind which include any unsolicited or
unauthorized advertising, promotional materials, junk mail, spam, chain
letters, pyramid schemes, requests for money, petitions for signature,
or any other form of solicitation;
(f)
Communications of any kind that encourage, promote, solicit or commit
conduct that would constitute a criminal offence, give rise to civil
liability or otherwise violate any local, state, national or
international law or otherwise make available any material that exploits
or harms any individual, corporation or other entity;
(g)
Communications of any kind designed to impersonate any person or entity
or falsely state or otherwise misrepresent your affiliation with a
person or entity;
(h)
Communications of any kind that disrupt the normal flow of dialogue,
cause a screen to scroll faster than other users of the Service are able
to type, or otherwise act in a manner that negatively affects other
users’ ability to engage in real time exchanges on the Service;
(i)
Communications of any kind designed to stalk, abuse, sexually exploit,
violently exploit, groom, act violently toward, threaten or otherwise
harass another;
(j)
Communications of any kind designed to use or attempt to use another’s
information, account, password, service or system except as expressly
permitted;
(k)
Communications of any kind designed to solicit or collect personal data
including telephone numbers, addresses, last names, email addresses, or
any other kind of information about users, including without
limitation, through such means as spidering, “screen scraping,”
“database scraping,” harvesting of e-mail addresses, wireless addresses
or other contact or personal information, or any other automatic means
of accessing, logging-in or registering on the Website or for any
services or features offered on or through the Website; and
(l)
Communications of any kind that undertake any commercial purpose or
activity without the prior written consent of Manifest Holdings Inc.,
including, for example and without limitation, inserting your own or a
third party’s advertising, branding or promotional content into the
Service (for example, without limitation, in an RSS feed or a podcast
received from Manifest Holdings Inc. or otherwise available through the
Service).
13.3
Manifest Holdings Inc. reserves the right, in its sole discretion, to
terminate your account or take such other action as Manifest Holdings
Inc. sees fit in relation to any breach of Manifest Holdings Inc.’s
Public Communication policy or any of the other terms set forth herein.
In extreme cases or as required by law or regulation, Manifest Holdings
Inc. reserves the right to take court action and/or report your conduct
to the relevant authorities.
13.4
You acknowledge and agree that any Communications made to or by means
of any portion of the Service are public. You acknowledge that (i) you
have no expectation of privacy in any Communication, and (ii) no
confidential, fiduciary, contractually implied or other relationship is
created between you and Manifest Holdings Inc. by reason of your
transmitting a Communication to any area of the Service.
14. INFORMATION PROVIDED
You
acknowledge that any reliance upon any advice, opinion, statement, or
other information displayed or distributed through the Service is at
your sole risk. Manifest Holdings Inc. reserves the right, in its sole
discretion and without notice, to correct any errors or omissions in any
portion of the Service, or to deny access to the Service to anyone at
any time. You acknowledge and agree that Manifest Holdings Inc. is not
responsible for any materials posted by users of the Service. Prior to
making any decisions based on information posted on the Service, you are
advised to verify the information. Manifest Holdings Inc. shall not
have any liability arising from your acts or decisions based upon the
information provided on the Service.
15. LINKS TO OTHER SITES
The
Service may contain hyperlinks and pointers to other sites on the
Internet that may be maintained by third parties (“Other Sites”). If you
use the hyperlinks to access these Other Sites, you will leave the
Service and your browser will be re-directed to the Other Sites. The
Other Sites may have their own terms of use and privacy policy and those
Other Sites may have different practices and requirements than the
Service. Manifest Holdings Inc. may not have knowledge of, and is not
responsible for, the content, information, services, products or
advertisements presented by any Other Site which you use at your own
risk. Manifest Holdings Inc. does not warrant or make any representation
regarding the legality, accuracy, quality or authenticity of content,
information, services or products presented by Other Sites. The
hyperlinks to Other Sites do not constitute an endorsement by Manifest
Holdings Inc. of any Other Site(s) or resources, or their content,
information, services or products. The Service is only providing these
links to you as a convenience. The terms of use and privacy policy of
any Other Sites shall apply to your access and use of them. Manifest
Holdings Inc. accepts no responsibility for the content or conduct of
Other Sites
16. LINKING AND WIDGET POLICY
Any
website that links to the Service or on which you include Service
widget: (a) must not frame, surround, obfuscate or create a browser or
border environment around any of the Content of the Service; (b) may
link to, but not replicate, the Content of the Service; (c) must not
imply that Manifest Holdings Inc. or the Service are endorsing or
sponsoring it or its products, unless Manifest Holdings Inc. has given
its prior written consent; (d) must not present false information about
Manifest Holdings Inc. or its products or services; (e) must not use the
Service or trademarks except as expressly permitted in this Agreement
or without Manifest Holdings Inc.’s prior written permission; (f) must
not contain content that is illegal, obscene or defamatory, or that
could be construed as distasteful, offensive or controversial; and (g)
must not support, endorse or encourage piracy or the unauthorized
exploitation of intellectual property rights. By linking to the Service,
you agree that you do and will continue to comply with the Linking and
Widget Policy. Notwithstanding anything to the contrary contained in
this Agreement, Manifest Holdings Inc. reserves the right to deny
permission to link to the Service for any reason in our sole and
absolute discretion. Any Service widget is not provided for commercial
use, distribution or exploitation. If you are the operator of a
commercial website and would like to link to the Service or include the
Manifest Holdings Inc. widget in your website, please contact us by
emailing Webmaster email. Manifest Holdings Inc. reserves the right to
remove links or block Service widget at any time and for any reason in
its absolute discretion.
17. OTHER IMPORTANT PROVISIONS
17.1
Use of the Service is unauthorized in any jurisdiction that does not
give effect to all provisions of these terms and conditions, including
without limitation this Section 17.
17.2
You shall not use the Service in any manner contrary to local, state or
federal law. Manifest Holdings Inc. expressly disclaims any and all
responsibility or liability for any action by you that is contrary to
such law(s) by you and reserves the right to terminate your Service
immediately upon notice of your failure to comply with any such local,
state or federal law.
17.3
Our performance of this Agreement is subject to existing laws and legal
process, and nothing contained in this Agreement is in derogation of
our right to comply with governmental, court and law enforcement
requests or requirements relating to your use of the Service or
information provided to or gathered by us with respect to such use.
17.4
If any part of this Agreement is determined to be invalid or
unenforceable pursuant to applicable law including, but not limited to,
the warranty disclaimers and liability limitations set forth above, then
the invalid or unenforceable provision will be deemed superseded by a
valid, enforceable provision that most closely matches the intent of the
original provision and the remainder of the Agreement shall continue in
effect.
17.5
No failure or delay in enforcing any provision, exercising any option
or requiring performance, shall be construed to be a waiver of that or
any other right in connection with this Agreement.
17.6
You may not assign your rights under this Agreement without our prior
written permission and any attempt by you to do so shall be void from
inception.
17.7
This Agreement, together with our Privacy Policy and any other rules,
regulations, procedures and policies which we refer to and which are
hereby incorporated herein by this reference, constitutes the entire
agreement between you and us with respect to the Service and it
supersedes all prior or contemporaneous communications and proposals,
whether electronic, oral or written, between you and us with respect to
the Service.
17.8
Any provision which must survive in order to allow us to enforce its
meaning shall survive the termination of this Agreement; provided,
however, no action arising out of this Agreement or your use of the
Service, regardless of form or the basis of the claim, may be brought by
you more than one (1) year after the cause of action has arisen (or if
multiple causes, from the date the first such cause arose) and you
hereby waive any longer statute of limitations that may be permitted by
law.
17.9
A printed version of this Agreement and of any notice given in
electronic form shall be admissible in judicial or administrative
proceedings based upon or relating to this Agreement to the same extent
and subject to the same conditions as other business documents and
records originally generated and maintained in printed form.
18. CHANGES OR MODIFICATIONS
We
reserve the right to add, delete, change or modify parts of this
Agreement at our sole discretion and at any time without notice or
liability to you. If we do this, we will post the changes to the Terms
of Use on this page and will indicate the effective date of the Terms of
Use at the bottom of the page. It is important for you to refer to this
Agreement from time to time to make sure that you are aware of any
additions, revisions, or modifications that we may have made to this
Agreement. Your continued use of the Service constitutes your acceptance
of the new Terms of Use.
