TERMS AND CONDITIONS OF USE
LAST UPDATED October 6, 2016
This Sassy WEBSITE (together with any successor SASSY WEBSITE(s) and all Services (as defined below), the “SASSY WEBSITE is operated by Sassy 14, LLC (“Sassy®,” “we,” “us,” and “our”). We provide SASSY WEBSITE users with access to content and services related to us and our products, including audiovisual content, images, forums, text, data and other similar content and services (such content and services, collectively, the “Services”). Use of the SASSY WEBSITE by you (“You”) is governed by the terms and conditions outlined below, which constitute an agreement between you and SASSY®.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SASSY® WEBSITE.
By accessing the SASSY WEBSITE, you confirm having read and understood these conditions. If you do not wish to be bound by these terms and conditions, you cannot use the SASSY WEBSITE. Further, by using the SASSY WEBSITE, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement. If you are not of legal age to enter into this Agreement and have not obtained parental or guardian consent to enter into this Agreement, then you may not use the SASSY WEBSITE.
We reserve the right to change, amend, or update this Agreement, in whole or in part, from time to time at our sole discretion, and you agree to be bound by such modifications, alterations, or updates once they are posted on the SASSY WEBSITE. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of this Agreement. Your continued use of the SASSY WEBSITE following the posting of changes to this Agreement will mean that you accept those changes, provided that any material change to this Agreement shall not apply retroactively to any claim or dispute between you and us in connection with this Agreement that arose prior to the “LAST UPDATED” date applicable to that version of this Agreement in which we included such material change. If you do not agree to any changes made to this Agreement, you may not use the SASSY WEBSITE. We may, at any time, modify or discontinue all or part of the SASSY WEBSITE, charge, modify or waive fees required to use the SASSY WEBSITE; or offer opportunities to some or all SASSY WEBSITE users, subject to any restrictions placed on our exercise of such rights under applicable law.
CONDITIONS OF SASSY WEBSITE USAGE
1. Information You submit Through the SASSY WEBSITE
2. Registration: User Names and Passwords
You may be required to register in order to access certain areas or features of the SASSY WEBSITE, for example, to post Submissions (defined in Section 4 below). With respect to any such registration, you may not use (and we may refuse to grant you) any user name or email address that belongs to or is already being used by another person; that may be construed as impersonating another person; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion. You are responsible for maintaining the confidentiality of any password you may use to access the SASSY WEBSITE, and you agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the SASSY WEBSITE, to any third party. You are fully responsible for all interactions with the SASSY WEBSITE that occur in connection with your user name. You agree to immediately notify SASSY of any unauthorized use of your password or user name or any other breach of security related to your account, your user name or the SASSY WEBSITE, and to ensure that you “log off” and exit from your account with the SASSY WEBSITE (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations. If you are an SASSY employee, you agree that SASSY may identify you as such (for example, by means of a badge or other identifier) while you use the SASSY WEBSITE. If you do not want to be so identified, then you may not use the SASSY WEBSITE.
3. Rules of Conduct
3.1. While using the SASSY WEBSITE, you agree to comply with all applicable laws, rules and regulations, and to respect the rights and dignity of others. In addition, your use of the SASSY WEBSITE is conditioned on your compliance with the rules of conduct set forth in this Section 3, and failure to comply with this Agreement and/or these rules of conduct (including without limitation your repeated engagement in copyright infringement through or in connection with the SASSY WEBSITE) may result in termination of your access to the SASSY WEBSITE pursuant to Section 16 below.
You agree not to post, transmit, or otherwise make available through the SASSY® WEBSITE:
3.1.1. Any information or materials that are or may be, or the posting, transmission or use of which is or may be: (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory or libelous; (c) fraudulent or tortuous; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right without the express written consent of the owner of such right.
3.1.2. Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; that promotes gambling; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking.”
3.1.3. Any virus, worm, Trojan horse, Easter egg, time bomb, malware, spyware, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage, hijack, disable, interfere with, or disrupt the operation of, or monitor the use of, any hardware, software or equipment.
3.1.4. Any unsolicited or unauthorized advertisements, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation that is not expressly approved by SASSY in advance.
3.1.5. Any unsolicited email messages related to SASSY to any individual without his/her prior knowledge and prior consent or otherwise in violation of any law, rule or regulation.
3.1.6. Any personally identifiable information of another individual, without the prior lawful consent of such individual.
3.1.7. Any material, non-public information about a company, without the proper authorization to do so.
3.1.8. Use the SASSY WEBSITE for any fraudulent or unlawful purpose.
3.1.9. Use the SASSY WEBSITE to defame, abuse, harass, stalk, threaten, “bully,” or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or to harvest or collect information about users of the SASSY® WEBSITE.
3.1.10. Impersonate any person or entity, including without limitation any employee, agent or other representative of SASSY; including by (a) falsely stating or otherwise misrepresenting your affiliation with any person or entity in connection with the SASSY WEBSITE; or (b) expressing or implying that we endorse any statement you make.
3.1.11. Interfere with or disrupt the operation of the SASSY WEBSITE or the servers or networks used to make the SASSY WEBSITE available; or violate any requirements, procedures, policies or regulations of such networks.
3.1.12. Use the SASSY WEBSITE to (a) advertise or offer to sell or buy any goods or services for any business purpose, or otherwise promote any services, businesses or opportunities, or (b) solicit SASSY® WEBSITE visitors or users to visit, become members of, subscribe to, or register with any commercial online service or other organization; in each case, without SASSY’s express prior written consent.
3.1.13. Reproduce, duplicate, copy, sell, resell, link to or otherwise exploit for any commercial purposes, any portion of, use of, or access to, the SASSY WEBSITE.
3.1.14. Except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the SASSY WEBSITE.
3.1.15. Remove any copyright, trademark or other proprietary rights notice from the SASSY WEBSITE or from materials originating from the SASSY WEBSITE.
3.1.16. Frame or mirror any part of the SASSY WEBSITE.
3.1.17. Create a database by downloading and storing SASSY WEBSITE content.
3.1.18. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather SASSY WEBSITE content or reproduce or circumvent the navigational structure or presentation of the SASSY WEBSITE without SASSY’s express prior written consent.
3.1.20. You warrant and represent that any and all information provided by you through interaction with this SASSY WEBSITE is true and accurate. SASSY reserves the right to disclose or use aspects of the information which you provide, in the normal course of its business
3.1.21. Additionally, you acknowledge and agree that you (and not SASSY®) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the SASSY WEBSITE, and for paying all charges related thereto.
4.1. Generally. The SASSY WEBSITE may contain areas where you are able to post information and materials, including without limitation text, images, photographs, graphics, music, videos, audiovisual works, data, information, files, links and other materials (each, a “Submission”). For purposes of clarity, you retain ownership of any Submissions that you post, subject to the terms and conditions of this Agreement (including the license grant in Section 4.2 below). You hereby acknowledge and agree that you do not have any rights to use or incorporate into any Submission or other materials, any content or materials owned by us or the Affiliates, or our or their respective licensors or suppliers (“SASSY Content”), except to the extent that SASSY expressly authorizes you in writing to so use or incorporate such SASSY Content. For the sake of clarity, SASSY, the Affiliates or our or their respective licensors or suppliers, as applicable, shall retain ownership of the SASSY Content.
4.2. License Grant. For each Submission that you post, you hereby grant to us and the Affiliates a world-wide, royalty free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sub-licensable (through multiple tiers) license, without additional consideration to you or any third party, to: (i) reproduce, distribute, transmit, perform and display (publicly or otherwise), make available to the public, adapt, modify, edit, translate, make, sell, offer to sell, import, and otherwise use and exploit (and have others exercise such rights on behalf of us or the Affiliates, through multiple tiers) such Submission, any ideas accompanying, related to, or embodied in such Submission, and any materials embodying, incorporating, or derived from such Submission, in any format or media now known or hereafter developed; (ii) create derivative works from such Submission (including without limitation by incorporating such Submission into any other work, or into our, the Affiliates’ or our or their respective designees’ products or services); (iii) exercise all trademark, publicity and other proprietary rights with regard to such Submission; (iv) use your name, photograph, portrait, picture, voice, likeness and biographical information as news or information and for advertising or promotional purposes, whether or not in connection with your Submission; and (v) use your Submission (including the contents thereof and any derivative works thereof) for any advertising or promotional purposes. IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS SECTION 4, PLEASE DO NOT POST ANY SUBMISSIONS ON THE SASSY WEBSITE.
4.3. Disclaimers. It is possible that SASSY WEBSITE visitors will post information or materials on the SASSY WEBSITE that are wrong or misleading or that otherwise violate this Agreement. We, the Affiliates and our and their respective directors, officers, employees, agents, representatives, licensors and providers do not endorse and are not responsible for any information or materials made available through the SASSY WEBSITE or your use of or reliance on such information or materials. All Submissions will be deemed to be non-confidential and may be (i) disclosed to the general public and (ii) used by us without (A) any confidentiality or other non-disclosure obligations or (B) attribution to you or any third party. We reserve the right, at any time and in our sole discretion, to set limits on the number and size of Submissions that may be posted on the SASSY WEBSITE or the amount of storage space available for Submissions.
4.4. Acknowledgement. You hereby acknowledge and agree that (i) you have received good and valuable consideration in exchange for the rights granted by you hereunder in and to any Submission that you post, which consideration includes, without limitation, the ability to participate in activities on the SASSY WEBSITE and the possibility that publicity or favorable exposure may arise from our or the Affiliates’ use of such Submission or any derivative works incorporating or embodying such Submission; and (ii) you are not entitled to any further compensation for any use or other exploitation of such Submission by us or the Affiliates or any other party in connection with the rights in such Submission that have been granted hereunder and/or that are available under applicable law.
4.5. Representations and Warranties. You hereby represent and warrant that: (i) you have the legal right and authority to enter into this Agreement; (ii) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under any Submission that you post and to grant the rights and licenses set forth herein, and with respect to any third party materials that appear in or are otherwise incorporated or embodied in any Submission that you post, you have obtained express, written clearances from all owners of and rights holders in such third party materials as necessary to grant the rights and licenses set forth herein; (iii) any Submissions that you post, and the use thereof by us, the Affiliates, our and their respective designees, and other users of the SASSY WEBSITE do not and shall not infringe or violate any patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (iv) any Submission that you post is not confidential and does not contain any confidential information; (v) in creating, preparing and posting any Submission, you (A) have complied and will comply in all respects with all applicable laws, rules (including without limitation our rules of conduct set forth in Section 3 above), and regulations and (B) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party) and (vi) you have obtained the written consent, release, and/or permission of every identifiable individual who appears in any Submission that you post, to use such individual’s name and likeness for purposes of using and otherwise exploiting such Submission(s) in the manner contemplated by this Agreement, or, if any such identifiable individual is under the age of majority, you have obtained such written consent, release and/or permission from such individual’s parent(s) or guardian(s) and from any other entity from whom such consent, release or permission is required (and, in each case, you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you do post a Submission that contains the likeness of an identifiable individual, we strongly encourage you not to include any identifying information within such Submission, such as the individual’s name or address.
4.6. Waiver. To the extent permitted under applicable law, you agree to forever release, discharge and waive all claims against us, the Affiliates and our and their respective directors, officers, employees, agents, representatives, licensors and providers from, and covenant not to initiate, file, maintain, or proceed upon any claims, demands, actions, losses, costs, damages, liabilities, judgments, settlements or expenses (including without limitation reasonable attorneys’ fees) that relate in any way to this Agreement and/or the use of any Submission in a manner consistent with the rights granted under this Agreement, including without limitation any claim for idea misappropriation. Additionally, to the extent permitted under applicable law, you hereby waive any and all rights that you may have under laws worldwide that concern “moral rights” or “droit moral,” or similar rights, in connection with any Submission (and you hereby represent and warrant that you have obtained clear, express written waivers from any applicable third parties with respect to any and all rights that such third parties may have under such laws in connection with any Submission that you post). At any time upon our request, you shall: (i) take or cause to be taken all such actions as we may reasonably deem necessary or desirable in order for us and the Affiliates to obtain the full benefits of this Agreement and any licenses granted by you hereunder, and (ii) execute a non-electronic hard copy of this Agreement.
4.7. No Obligation to Use. We may determine in our sole discretion whether or not to exercise any right granted to us under this Agreement, and we shall have no obligation to (i) use or otherwise exploit any Submission or (ii) include any Submission on the SASSY WEBSITE or in any other services or materials.
5. Unsolicited Input
Notwithstanding anything to the contrary in this Agreement, we and the Affiliates do not accept, invite or consider unsolicited submissions or input of ideas, proposals or suggestions (“Unsolicited Input”), whether related to the SASSY WEBSITE, our products or otherwise. You hereby acknowledge and agree that (a) any Unsolicited Input is not confidential and SASSY and the Affiliates have no confidentiality obligations with respect to such Unsolicited Input and (b) to the extent permitted under applicable law, any Unsolicited Input will become our and the Affiliates’ sole property. Neither we nor any Affiliate has any obligation with respect to Unsolicited Input, and we and the Affiliates may use Unsolicited Input for any purpose whatsoever without compensation to you or any other person.
7. Intellectual Proprietary Rights
7.1. We, the Affiliates and/or our and their respective licensors and suppliers own the SASSY WEBSITE and the information and materials (including without limitation any SASSY Content) made available on or through the SASSY WEBSITE. Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on all or any part of the SASSY WEBSITE or any information or materials (including without limitation any SASSY Content) made available through the SASSY WEBSITE.
7.2. We, the Affiliates and/or our or their respective licensors or suppliers own the trade names, trademarks and service marks on the SASSY WEBSITE, including without limitation ”SASSY ®” and “ANGEL CARE”. All trademarks and service marks on the SASSY WEBSITE not owned by us or the Affiliates are the property of their respective owners. You may not use our trade names, trademarks or service marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained herein or on the SASSY WEBSITE should be construed as granting any license or right to use any trade names, trademarks or service marks without express prior written consent of the owner.
PLEASE NOTE THAT UNAUTHORIZED USE OF THE SASSY WEBSITE (INCLUDING WITHOUT LIMITATION ANY SOFTWARE USED TO MAKE THE SASSY WEBSITE AVAILABLE) MAY SUBJECT YOU TO MONETARY DAMAGES AND OTHER CIVIL AND CRIMINAL PENALTIES INCLUDING WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.
7.3. The trademarks (registered or not) and logos used or displayed on the SASSY WEBSITE belong exclusively to SASSY or third parties. Nothing on the SASSY WEBSITE may be interpreted in any way that would allow, directly or indirectly, the use of a trademark shown on the SASSY WEBSITE without prior written consent from the owner of that trademark.
7.4. The material and images contained on this SASSY WEBSITE are protected by the copyright and trademark laws of the United States and foreign jurisdictions; unauthorized or improper use of the material, images and files on this SASSY WEBSITE may result in violation of those laws.
8. Sweepstakes, Contests, and Similar Promotions
Any sweepstakes, contests, raffles, and other promotions made available through the SASSY WEBSITE (“Promotions”) may be governed by specific rules that are separate from this Agreement. By participating in any such Promotion, you agree to become subject to those rules, which may vary from the terms and conditions set forth herein. With respect to any Promotion, in the event of any conflict between the terms and conditions of a Promotion and the SASSY WEBSITE terms and conditions, the Promotion terms and conditions shall govern.
9. Location of SASSY WEBSITE Operations
SASSY operates the SASSY WEBSITE from its offices in the United States. Any person choosing to access the SASSY WEBSITE does so of his/her own free will, and it is his/her responsibility to respect all applicable local legislation. Any claim regarding the SASSY WEBSITE and its contents, or ensuing as a consequence of the use of the SASSY WEBSITE, is governed by the laws applicable within Michigan. We may limit the SASSY WEBSITE’s availability, in whole or in part, to any person(s), geographic area(s) or jurisdiction(s) we choose, at any time and in our sole discretion.
10. Third Party Applications
11. Third Party Content
12. Links to or From Other Sites
12.1. The SASSY WEBSITE may provide links to or feeds from other websites and online resources. Except as otherwise expressly stated by SASSY on the SASSY WEBSITE, SASSY is not affiliated or associated with the operators of any third party websites or resources that link to or are linked from the SASSY WEBSITE. SASSY expressly disclaims any responsibility for the accuracy, content, or availability of information found on third party websites or resources that link to or are linked from the SASSY WEBSITE. We cannot ensure your satisfaction with any products or services that are available through any third party website or resource that links to or is linked from the SASSY WEBSITE, because these third party websites and resources are owned and operated by independent entities. We do not endorse any of the products or services, nor have we taken any steps to confirm the accuracy or reliability of any of the information, made available through any third party websites or resources, and we make no representations or warranties as to the security of any information (including without limitation credit card and other personal information) that you may provide or be requested to provide to any third party, whether through such a third party website or resource or otherwise.
YOU AGREE THAT YOUR USE OF THIRD PARTY WEBSITES AND RESOURCES AND ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, SERVICES, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH WEBSITES AND RESOURCES.
12.2. SASSY shall have the right, at any time and at its sole discretion, to block links to the SASSY ®WEBSITE through technological or other means without prior notice.
THE SASSY WEBSITE AND ALL GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS (AS DEFINED IN SECTION 10), THIRD PARTY CONTENT (AS DEFINED IN SECTION 11), INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE SASSY WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE, THE AFFILIATES, AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS AND PROVIDERS DISCLAIM ALL STATUTORY AND IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SASSY MAKES NO REPRESENTATION OR WARRANTY THAT THE SASSY WEBSITE OR ANY GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE SASSY WEBSITE WILL BE ACCURATE, RELIABLE, COMPLETE, ERROR FREE OR COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. ANY RELIANCE ON OR USE OF THE SASSY ®WEBSITE OR ANY GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SASSY WEBSITE SHALL BE AT YOUR SOLE RISK. WITHOUT LIMITING THE FOREGOING, SASSY MAKES NO REPRESENTATION OR WARRANTY (A) REGARDING THE STATEMENTS, ACTS OR OMISSIONS OF ANY SASSY REPRESENTATIVES OR ANY OTHER THIRD PARTIES; (B) THAT THE SASSY WEBSITE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO THE SASSY WEBSITE WILL BE UNINTERRUPTED OR SECURE; (C) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THAT THE SASSY® WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH THE SASSY WEBSITE ARE MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Applicable law may not allow for limitations of certain implied warranties; solely to the extent that such law applies to you, some or all of the above limitations or disclaimers may not apply to you, and you may have additional rights.
The SASSY WEBSITE may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the SASSY WEBSITE. If you become aware of any unauthorized third party alteration to the SASSY WEBSITE, write to us at firstname.lastname@example.org with a description of the material(s) at issue and the URL or location on the SASSY WEBSITE of such materials.
14. Limitation of Liability
IN NO EVENT SHALL SASSY®, ITS AFFILIATES, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SASSY WEBSITE, NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SASSY ®WEBSITE (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH YOUR USE OR RECEIPT OF ANY THIRD PARTY APPLICATIONS OR THIRD PARTY CONTENT), OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF SASSY OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. SASSY IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SUBMISSIONS, TRANSMISSIONS OR DATA OR FOR ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED. SASSY IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY (INCLUDING WITHOUT LIMITATION ANY SASSY REPRESENTATIVE), OR ANY INFRINGEMENT BY A THIRD PARTY OF ANOTHER’S INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS. IN NO EVENT SHALL AVON’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT, THE SASSY WEBSITE, OR YOUR USE OF OR INABILITY TO USE THE SASSY WEBSITE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING OR ACCESSING THE SASSY WEBSITE. Applicable law may not allow for exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above exclusions or limitations may not apply to you, and you may have additional rights. For example, in some jurisdictions, a website operator may not exclude or limit liability for personal injury or death directly resulting from the use of such operator’s website or such operator’s negligence.
Except to the extent prohibited under applicable law, you will defend, indemnify and hold harmless SASSY®, the Affiliates, and its and their respective directors, officers, employees, agents, representatives, licensors or providers from and against any and all allegations, claims, actions, demands, causes of action and other proceedings (“Claims”) arising from or related to any of the following: (a) your use of, inability to use, or activities in connection with the SASSY WEBSITE; (b) any violation of this Agreement or any other SASSY terms, conditions or policies by you; (c) any Transaction; (d) any Submission or other materials that you make available through the SASSY WEBSITE (including without limitation any Claim that such Submission or other materials or the use thereof caused damage to, or infringed or otherwise violated the intellectual property, privacy, or other rights of, any third party); or (e) your violation of any rights of any SASSY WEBSITE visitor, user, or customer, or any other third party; and you agree to reimburse SASSY ®, the Affiliates and its and their respective directors, officers, employees, agents, representatives, licensors or providers on demand for any damages, losses, costs, judgments, fees, fines and other expenses they incur (including attorneys’ fees and court costs) as a result of any such Claim(s).
16. Termination and Enforcement
This Agreement is effective until terminated. You agree that SASSY®, at its sole discretion, may suspend, restrict or terminate your access to or use of the SASSY WEBSITE, at any time and for any reason, including without limitation if SASSY believes that you have violated or acted inconsistently with the letter or spirit of this Agreement (including without limitation your failure to comply with the rules of conduct set forth in Section 4 above), subject to any restrictions placed on AVON’s exercise of such rights under applicable law. Upon any such termination, your right to use the SASSY WEBSITE will immediately cease. You agree that any suspension, restriction or termination of your access to or use of the SASSY WEBSITE may be effected without prior notice and that SASSY may immediately deactivate or delete any user name and/or password used by or provided to you, and all related information and files associated therewith, and/or bar any further access to such information or files. You agree that SASSY shall not be liable to you or any third party for any suspension, restriction or termination of your access to the SASSY WEBSITE or to any such information or files, and shall not be required to make such information or files available to you after any such termination, suspension or restriction. SASSY reserves the right to take steps that SASSY believes are necessary or appropriate to enforce and/or verify compliance with this Agreement (including without limitation in connection with any legal process relating to your use of the SASSY WEBSITE and/or a third party claim that your use of the SASSY WEBSITE is unlawful or violates such third party’s rights). Sections 5-7 and 9-18 of this Agreement shall survive any expiration or termination of this Agreement.
17. Liability Limitations
The SASSY WEBSITE and its contents are supplied as shown, without any implicit or explicit warranty. Subject to any public legislation to the contrary, SASSY declines any responsibility and provides no warranties, particularly with regards to marketable quality or suitability for any particular use. Moreover, SASSY makes no representation regarding the use, validity, accuracy or reliability of the items displayed on the SASSY WEBSITE, or with respect to the results ensuing from the use thereof. Although SASSY takes every possible measure to avoid any errors on the SASSY WEBSITE, it waives any responsibility regarding any such errors that may appear. No related company, executive, employee, representative or agent of SASSY can be held liable under any circumstances for any damages directly or indirectly from the use of the SASSY WEBSITE, including the loss of data or profit.
18. Force Majeure
SASSY shall not be held responsible for a failure to execute, in whole or in part, any of its obligations towards you, nor for losses or damages that could result from such failure to execute, if said failure is as a result of a force majeure or of any circumstance beyond its control.
19. Governing Law; Dispute Resolution
This Agreement shall be governed by the laws of the United States without regard to its conflicts of laws principles. You agree that any dispute or claim arising out of or relating to this Agreement or your access to or use of the SASSY® WEBSITE shall be resolved only in the courts located in the judicial district of Michigan and you hereby consent and submit to the jurisdiction of such courts for the purposes of litigating any such dispute or claim.
If any provision of this Agreement shall be deemed to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and SASSY®. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This Agreement, together with all agreements and statements referred to herein and incorporated herein by reference, is the entire agreement between you and SASSY relating to the subject matter hereof and, except as otherwise provided herein, supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and SASSY relating to such subject matter. Notices to you may be made by posting a notice (or a link to a notice) to the SASSY® WEBSITE, by email, or by regular mail, at SASSY®’s discretion. Without limitation, you agree that 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. Except as expressly set forth in the following sentence, nothing in this Agreement, express or implied, is intended to or shall confer on any person (other than the parties and their respective successors or permitted assigns) any rights, remedies, obligations or liabilities.