1. Restrictions on Use of Materials
(a) Licensing and Use of the Website. For a limited time, the Website is granting its registered users and members non-exclusive license together with the authority to use its services and technology (the "Technology"). The Company reserves the right to modify the fees for using the Technology in the future. If the Company decides to modify the fees to use the Website, registered users would be notified of the fees in advance and would be given the opportunity to decline continuing their use before fees were charged.
You understand and agree that the Website is provided "as-is" and that the Company assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings. You may not copy, modify, redistribute, sell, sublicense, assign transfer, decompile, reverse engineer, disassemble or otherwise reduce the Technology to a human-perceivable form without prior written consent.
The Company will employ reasonable measures to protect the security of users and user information, but makes no warranty with respect to the data posted on the Website, including but not limited to, statistical data, account data, credit card data, news and information.
(b) Trademarks. The trademarks, service marks, and logos (collectively "Trademarks") used and displayed on the Website are registered and unregistered marks owned by the Company, its affiliates or others. Nothing on the Website should be construed as granting by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the written permission of the Company The Company aggressively enforces its intellectual property rights to the fullest extent of the law. The name of the Company and the Company logo may not be used in any way, including in advertising or publicity pertaining to distribution of materials on the Website, without the prior written permission of the Company. The Trademarks may not be used (i) to identify products or services that are not the Company's, (ii) in any manner likely to cause confusion, (iii) in or as a part of your own trademarks, (iv) in a manner that implies that the Company sponsors or endorses your products or services or (v) in any manner that disparages or discredits the Company.
(c) Copyright Notice. You acknowledge that the Website contains information, data, software, text, photographs, images, graphs, audio and video clips, typefaces, graphics, music, sounds, button icons, logos and other material (collectively "Company Content") that are protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Company Content is copyrighted as a collective work under the U.S. copyright laws, and the Company owns a copyright in the selection, coordination, arrangement, and enhancement of such Company Content. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Company Content or any material from any website owned, operated, licensed or controlled by the Company, in whole or in part, except as expressly permitted by Section 1(a) of this Agreement. You may not put any the Company graphics or text on your own web page. If no specific restrictions are displayed, you may make copies of select portions of the Company Content, provided that the copies are made only for your personal use and that you maintain any notices contained in the Company Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see, e.g., 17 U.S.C. Section 107), you may not upload, post, reproduce, or distribute in any way Company Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other proprietary right.
Without limiting the generality of the foregoing, use of any software Company Content shall be governed by the service agreement accompanying such software.
You must receive our express written consent to use the Website materials for commercial purposes or to link to any portion of the Website on your web site. In order to obtain that consent, please send an e-mail to promotions@ToysToTrade.com with the following information: (i) your name, position, organization, address and telephone number; (ii) a description of the Website content, text or graphics you want to use; (iii) where, how and when you will be using the materials; (iv) to whom the materials will be distributed, in what amount and for what purpose; and (v) other information that will be included with the Website material. We will respond by e-mail and inform you whether or not we grant permission for your use of the material. This decision will be made at our sole discretion.
(d) User Conduct. You understand that all information, data, text, graphics, messages or other materials, whether publicly posted or privately transmitted by a user of the Website ("User Content"), are the sole responsibility of the person from which such User Content originated. This means that you, and not the Company, are entirely responsible for all User Content that you upload, post, email or otherwise transmit to or via the Website. The Company does not control the User Content posted via the Website and, as such, does not guarantee the accuracy, integrity, legality or quality of such User Content. You understand that by using the Website, you may be exposed to User Content that is offensive, indecent or objectionable. Under no circumstances will the Company be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any User Content, any services, opinion, or instruction delivered which originated through the Website, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed or otherwise transmitted via the Website.
ToysToTrade.com will not be held responsible and expressly disclaims any liability whatsoever for any controversies or claims that may arise for any disputes between any users. If there are any issues concerning payment due to Sitter or, service received by Parent the two parties must resolve any disputes independent of ToysToTrade.com. By using this Website, you do hereby understand and expressly agree to hold ToysToTrade.com harmless for any claim or controversy that may arise from any disputes between users of the Website.
You agree to not use the Website to:
- upload, post, email or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- impersonate any person or entity, including, but not limited to, a representative of the Company, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted to or through the Website;
- upload, post, email or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- upload, post, email or otherwise transmit 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 telecommunications equipment;
- interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
- stalk" or otherwise harass another.
Children's use of the Internet should be monitored by parents, guardians, and sitters. ToysToTrade.com is intended for users 18 or over. We maintain strict compliance with the Rules and Regulations of the FTC as well as the Children's Online Privacy Protection Act of 1998 (COPPA). During the registration process you must identify your age. ToysToTrade.com will not knowingly collect any information from children under 14. We do not assume any responsibility for any misrepresentations regarding your age or parental consent when using this Site. Should we determine that you provide any false information to us when using this Site, your membership will be terminated immediately and your information destroyed.
You understand that the technical processing and transmission of the Website, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
2. Creative and Content Submissions from or by UsersThe Website is happy to hear from its users and welcomes your comments and suggestions regarding the Website's products and services. However, if you send us any creative materials, including creative suggestions, ideas, notes, drawings, concepts or other information (collectively "Information"), such Information shall be deemed, and shall remain, the property of the Company. None of the Information shall be subject to any obligation of confidence on the part of the Company, and the Company shall not be liable for any use or disclosure of any Information. Without limitation of the foregoing, the Company shall exclusively own all now known or hereafter existing rights to the Information of every kind and nature throughout the universe, and shall be entitled to unrestricted use of the Information for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Information.
3. Billing and Payment Processing
4. Representations and WarrantiesYou represent and warrant to the Company that you will fully comply with this Agreement. If you choose to post material to any portion of the Website or to submit any Information to the Website, you further represent and warrant to the Company that such materials are not subject to any copyright, proprietary or intellectual property rights, or that you have obtained express authorization from the holder of such rights to distribute such materials on the Website. By posting materials to any portion of the Website, you automatically grant (or warrant that the owner of such rights has expressly granted) the Company a perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, creative derivative works from and distribute such materials or incorporate such materials into any form, media or technology now known or later developed throughout the universe. In addition, you warrant that all “droit moral” rights in any such materials have been waived.
5. IndemnificationYou hereby agree to indemnify, defend and hold the Company, its affiliated companies, and all officers, directors, owners, agents, information providers, affiliates, licensers and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs, including, without limitation, attorneys’ fees, incurred by such Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement or the foregoing representations, warranties and covenants. You shall use your best efforts to cooperate with the Company in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
6.TerminationYou may terminate this license at any time by notifying the Website by e-mail to the following link accounts@ToysToTrade.com, although you shall remain bound by this Agreement with respect to any past use of the Website. The Company may continue to display the content you have on your online community pages at the time of termination unless you specifically request that the Company remove your online community pages. The Company may at its sole discretion terminate this license at any time, with or without prior notification, in the event you fail to comply with the terms and conditions of this Agreement or for any other reason that the Company believes, in its sole discretion, is appropriate, by deactivating your user name and password and/or suspending operation of the system. Upon termination, you must destroy all materials obtained from the Website and any and all other Company sites, and all copies thereof, whether made under the terms of this Agreement or otherwise.
7. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND EXCLUSIONS AND LIMITATIONS.THIS SITE AND OUR SERVICES ARE PROVIDED BY THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS, INCLUDED ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
UNDER NO CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SITE BE LIABLE FOR ANY LOST PROFITS OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE 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, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SITE’S RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Third Party ContentThe Website may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the Company has no control over such sites and resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. You further acknowledge that the Company shall not be held responsible for the accuracy, copyright or trademark compliance, legality, or decency of material contained in sites listed in the Website listings or search results, or that otherwise provided to the Company by third parties.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Website.
10. Successors and AssignsThis Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
11.Construction and InterpretationThis Agreement is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of its terms. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain, or vary any of the terms of this Agreement. Acceptance of, or acquiescence in, a course of performance rendered under this Agreement or any prior agreement shall not be relevant or admissible to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and an opportunity to make objection. This Agreement may be modified only by an instrument signed by both parties.
12. Governing LawThis Agreement shall be governed by, and construed in accordance with, the laws of Minnesota, without regard to its choice of laws principles.
13. Jurisdiction and VenueEach party hereby consents to the jurisdiction of the state and federal courts sitting in Minnesota; provided, however, that any decision by any such court may be appealed to the appropriate appellate court or courts. Each party hereby waives any objection it might otherwise have to venue in any of such courts.
14. Entire AgreementThis Agreement is the entire agreement of the parties and supersedes any prior or contemporaneous agreements between them, whether written or oral, with respect to the subject matter hereof. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby and the parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
15. The Company's Proprietary RightsYou acknowledge and agree that the Website and any necessary software used in connection with the Website (the "Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Website or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Company or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Website or the Software, in whole or in part. The Company grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software to use the Website through a Web browser on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software.
You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Website. You agree not to access the Website by any means other than through the interface that is provided by the Company for use in accessing the Website.