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SignOn Inc. Terms and Conditions of Use:
As a SignOn user, you agree to abide by the following terms:
Definitions.
As used in this Agreement, the following terms and phrases shall have the following meanings:
Agreement: These Terms and Conditions, SignOn's Privacy Policy, SignOn's Policy Against Copyright Infringement and any and all agreements, schedules, policies, or amendments in place between You and SignOn governing Your use of SignOn's services.
Video Email Content Provider: A User that allows access to or distributes his or her Public Content, in electronic or other format to other Users.
Video Email Content Recipient: A User that utilizes SignOn's services to access or receive, in electronic or other format, Public Content from other Users.
Digital Delivery: The delivery of Public Content or electronic data, by digital transmission of electronic data and/or sound recordings which result in specifically identifiable reproductions by or for any Content Recipient of a copy of that data or a phonorecord of that sound recording by any means now known or hereafter devised.
Private Content: The electronic data, including but not limited to sound recordings, audiovisual works, musical works, artwork, Phonorecords, photographs, documents, software, and other graphical or textual material embodying Your works and any descriptions, titles, captions and other identifying characteristics You or others attribute thereto, maintained on Your behalf by SignOn that You have not designated for general access by Users other than Yourself. However, Private Content does include content sent to other users by email and/or through the use of hosted content with restricted access, such as by password protection or IP restriction.
Public Content: The electronic data, including but not limited to sound recordings, audiovisual works, musical works, artwork, Phonorecords, photographs, documents, software, other graphical or textual material embodying Your works; any descriptions, titles, captions and other identifying characteristics You or others attribute thereto; and all trademarks, tradenames and trade secrets therein, which are maintained on Your behalf by SignOn and that You have designated for access by Users other than Yourself.
Streaming Transmission: The digital transmission of a sound recording or other Public Content where a copy of the Public Content is not made by or for the Content Recipient.
SignOn: SignOn, CronshawCom., and their successors, assigns, agents, distributors, dealers, and licensees.
Transacting Parties: The Content Provider(s) and Content Recipient(s) engaged in an individual Transaction utilizing SignOn's services.
Transaction: The offer of a copy of any Public Content by a Content Provider and the acceptance thereof by a Content Recipient using SignOn's services.
User: Any individual, group or entity accessing SignOn's services and/or utilizing one or more of SignOn's services to store, transfer or receive Private Content or Public Content.
You, Your, Yours: The person who is over the age of 18, and the minor(s), individual(s), group(s), entity(ies) or other association(s), individually and as a whole, and their agents, successors and assigns, on whose behalf that person has entered this Agreement with SignOn and for whom SignOn has established an account.
Our Relationship. SignOn provides a service that enables You to email video email messages. All Transactions that take place utilizing SignOn's services are made directly between the Transacting Parties. SignOn is not an agent of any Transacting Party, nor is SignOn a direct party to any Transaction. You and SignOn act independently in all Transactions, and no agency, partnership, joint venture, trust, employer/employee, or franchiser/franchisee relationship is intended or created by this Agreement or by Your use of SignOn's services.
As-Is and As-Available. Neither SignOn nor any User, or their respective agents, warrants that the service, Private Content or Public Content, or Your access thereto, will be uninterrupted or error free, and SignOn's services and both Public Content and Private Content are provided on an "as is, as available" basis. SignOn has the right to make changes to its services without notice to You. Neither SignOn nor any User warrants that Public Content or Private Content will be free of viruses or similar contamination or destructive features. You expressly agree to assume any and all risk as to the use, quality, performance, accuracy or completeness of any Private Content, Public Content, or SignOn's services.
User's Identity. You agree to provide SignOn with accurate, timely information about Yourself and/or the minor over the age of 13 on whose behalf You are entering this Agreement, and update Your contact data such that it remains current. You will not provide SignOn with false information about Your identity, impersonate another person or entity, or otherwise misrepresent Your identity or affiliation to SignOn. SignOn will use that information only in a manner consistent with that disclosed in SignOn's Privacy Policy, which is incorporated into this Agreement by reference. Your failure to comply with this provision automatically nullifies any obligation SignOn may have to contact You or provide You with any notice required by this Agreement or by law.
Access. SignOn does not guarantee the security of any information transmitted to or from SignOn. You are solely responsible for all Private Content, Public Content and other information stored, transferred, and received under Your username and password including, but not limited to, sole responsibility for completing transactions initiated under Your username and password. If You lose control of your password, You may be subject to legally binding actions taken on Your behalf. You are solely responsible for the accuracy and appropriateness of the Private Content and Public Content maintained under Your username and password; for ensuring that Private Content or Public Content posted or distributed under Your username and password does not violate or infringe this Agreement or upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy or other personal or proprietary rights); and for ensuring that Private Content and Public Content maintained under Your username and password are not illegal. SignOn disclaims any and all liability for such matters, and, to the fullest extent permitted by law, You agree to indemnify, defend and hold SignOn harmless from and against any and all claims, liabilities, loss, damages and expenses (including, without limitation, attorneys' fees) relating to or resulting from the use of Your username and password and/or Private Content or Public Content maintained thereunder.
No Infringement of Other's Rights. You represent and warrant that: (1) any Public Content You provide is (a) wholly Your own original work, (b) the original work of others from whom You have received the rights or authority to enter this Agreement, or (c) Your own original work that incorporates the work of others from whom you have acquired the rights or authority to enter this Agreement; (2) Your Private Content or Public Content does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (3) Your Private Content or Public Content does not and will not violate any law, statute, ordinance or regulation.
Regulation of Private Content and Public Content. SignOn does not prescreen or test Private Content or Public Content and does not endorse any Public Content. Although SignOn does not regularly monitor the use of its services by any particular user, it reserves the right to do so if SignOn, in its sole discretion, determines there may be misuse as defined by the terms of this Agreement. If SignOn believes, in its own discretion, that You may be connected with such activities, SignOn may disclose its user files, the Public Content and/or Private Content to the proper authorities. SignOn may, in its sole discretion, remove, reclassify, recategorize, or block Your access to all or any part of SignOn's services or to any particular Public Content or Private Content at any time for any reason, or for no reason at all. Without limiting the foregoing, SignOn reserves its right to remove any Private Content or Public Content if (a) it decides, in its sole discretion, that the Private Content or Public Content may breach any of Your obligations, representations, or warranties hereunder, (b) SignOn is advised of a court order requiring removal of the Private Content or Public Content.
Anti-Spamming Policy. You agree that you will not collect personal information about other Users and will not send mass, unsolicited electronic mailings, chain letters, or "pyramid schemes" to SignOn's Users. You will not include in Your description of any Public Content keywords that are not related to the Public Content in order to gain extra exposure for the Public Content, and You will not directly notify other SignOn users of Your Public Content by means of mass-mailings, "spamming", or other unsolicited notifications. You shall not use SignOn's services for advertising or promotion of a commercial product or service that is not available through SignOn's services.
Direct Dealing. You agree to not post or otherwise distribute any information about alternate sources for Users to acquire Your Public Content in an attempt to divert Users to services other than SignOn or to circumvent Your obligations to SignOn under this Agreement. You agree to not seek alternate sources to acquire Public Content You located by use of SignOn's services in an attempt to divert Content Providers to services other than SignOn or to circumvent SignOn's services in facilitating a Transaction.
Age Restrictions. Anyone 13 years old or older is eligible to use SignOn's services. An account for use by a minor must be established by a person over the age of 18 with the legal right to execute this Agreement on behalf of the minor and who guarantees such minor.
Name and Likeness. As a Content Provider, You grant to SignOn permission, on a non-exclusive basis, worldwide, to use your name(s), username, group name, corporate name, approved photograph, artwork, and/or likeness(es) and approved biographical materials solely in connection with the distribution, exploitation, promotion, marketing and advertising of Your Public Content or SignOn's services. You will not assert any privacy, publicity, moral or similar rights held by you or any other person(s) whose contributions are embodied in Your Public Content under the laws of the United States or any other country in connection with SignOn's use of any such materials.
Public Content Identification. Your Public Content must strictly conform to the title and descriptions You provide. Public Content not suitable for all ages must be labeled to indicate that it is intended for "Mature Audiences". Public Content with nudity, intense or graphic violence, intense sexual situations, crude or indecent language, or intensely suggestive dialogue must be labeled for "Mature Audiences". You also grant a non-exclusive, sub-licensable license to SignOn for any and all rights in the identifications, descriptions, or other metadata you have provided in connection with Your Public Content and Private Content.
Prohibited Private Content. SignOn's services may not be used for the electronic storage of unlawful or illegal images, files, documents, materials, or other data relating to or resulting in child pornography, copyright or trademark infringement, or other illegal data. SignOn reserves the right at any time to remove any prohibited Private Content and terminate your SignOn account under this Agreement. The storage of prohibited Private Content may also subject You to civil and/or criminal liability.
Prohibited Public Content. You agree to abide by SignOn's policy concerning Prohibited Public Content, which is incorporated into this Agreement by reference. Without limiting SignOn's Prohibited Public Content policy, SignOn's services may not be used to engage in or encourage anything to do with unlawful or illegal activities relating to or resulting in controlled substances, gambling, pornography, prostitution, child pornography, robbery, propagating computer viruses, unauthorized access to private computer systems, copyright or trademark infringement, illicit use of credit information, or other criminal or otherwise illegal activity. SignOn reserves the right at any time to remove any Prohibited Public Content and terminate this Agreement. The transfer or receipt of prohibited Public Content may also subject You to civil and/or criminal liability.
Parental Control Protections. SignOn does not routinely audit the Private Content or Public Content provided by Users of its services and strongly encourages the use of parental control protections (such as computer hardware, software, or filtering services) that are commercially available and may assist in limiting access to Public Content or Private Content that may be harmful to or inappropriate for minors.
Non-Assignability. You may not assign, transfer, or delegate this Agreement, Your duties and obligations under this Agreement, Your benefits under this Agreement, or Your SignOn account to anyone without the express written consent of SignOn. Upon reasonable notice to You, SignOn may assign or transfer this Agreement at its sole discretion.
DISCLAIMER OF WARRANTIES. SIGNON'S SERVICES AND MATERIALS AND THIRD PARTY CONTENT ACCESSIBLE IN CONNECTION THEREWITH ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SignOn DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, SignOn does not warrant that the functions and/or services of SignOn-related services, Private Content, Public Content, hardware, sites, software, data or other material will be uninterrupted or error-free, or that defects will be detected or corrected; neither SignOn nor any third party Content Provider warrants that any service, software, Public Content, Private Content or the methods by which they are made available will be free of viruses or similar contamination or destructive features. You expressly agree to solely assume the entire risk as to the quality and performance of SignOn's services and the accuracy or completeness of Private Content and/or Public Content. SignOn does not warrant or make any representations regarding the use or the results of the use of its services, software, Private Content, Public Content, the materials, functions, data or services in or provided by SignOn, its affiliates or its Users in terms of accuracy, reliability, or otherwise. You expressly agree to assume the entire cost of all necessary servicing, repair, correction and related liabilities resulting from Your use of SignOn's services. If applicable law does not allow the exclusion of implied warranties, certain of the above exclusion may not apply to You.
LIMITATION OF LIABILITY. YOU AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES, INCLUDING (BUT NOT LIMITED TO) NEGLIGENCE, SHALL SignOn BE LIABLE FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO, ACTUAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT RELATE TO OR RESULT FROM THE USE OF, THE INABILITY TO USE, OR THE CORRUPTION OF PRIVATE CONTENT, Public Content OR OTHER DATA STORED ON, STORED IN, RETRIEVED FROM, ACQUIRED, TRANSMITTED OR TRANSFERRED THROUGH SIGNON'S SERVICES, EVEN IF SignOn OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT SignOn WILL NOT BE RESPONSIBLE TO YOU FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES) OR ANY LOSSES YOU MAY INCUR IN CONNECTION WITH SignOn'S SERVICES OR ANY OF THE CONTENT, DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON SignOn'S EQUIPMENT, EVEN IF SIGNON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL SignOn'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE GREATER OF $1,000 OR THE AMOUNT PAID BY YOU FOR ACCESSING THIS SITE. If applicable law does not allow the limitation or exclusion of liability or incidental or consequential damages, certain of the above limitations or exclusions may not apply to You.
Indemnification. You agree to defend, indemnify and hold SignOn and its agents, employees, consultants, representatives and/or assigns harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including, but not limited to, attorneys. fees and costs through appeal) relating to, arising out of or resulting from, in whole or in part, any acts or omissions by You, or Private Content, Public Content, materials or information stored, transmitted or received by or for You, that in any way relate to SignOn's services.
Termination at Will. SignOn reserves the right to change, suspend or discontinue all or any aspect of its services at any time, including the availability of any feature, Private Content, or Public Content, without prior notice or liability to You. Either party may terminate this Agreement at any time for any reason or for no reason by sending notice of termination to the other party. Each party expressly waives any and all claims it may have against the other party arising out of or related to any such termination at will.
Termination for Cause. SignOn may terminate this Agreement if You submit false or misleading information to SignOn, if You breach any provisions of this Agreement, or violate any laws, including the Digital Millennium Copyright Act of 1998. Upon termination for cause, You will no longer have the right to access SignOn's services and You will be precluded from accessing SignOn's services in the future. SignOn expressly reserves any and all additional rights and remedies it may have against You including, but not limited to, claims for breach of contract. Choice of Law and Venue. SignOn's services are managed from its offices within the State of California, United States of America. SignOn makes no representation that its services are appropriate or available for use in other locations. If You choose to access this site from other locations, You do so on Your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. All matters with respect to this Agreement, including, without limitation, matters of validity, construction, effect and performance shall be governed by the internal laws of the State of California applicable to contracts made and to be performed therein between the residents thereof (regardless of the laws that might otherwise be applicable under principles of conflicts of law). Any action or proceeding related to the subject matter of this Agreement shall be venued in San Diego, California. You hereby agree to submit to personal jurisdiction in the federal and state courts located in San Diego, California. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
Severablity. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement may not be amended unless an officer of SignOn has approved and signed such an amendment in writing. Non-enforcement of any section of this Agreement does not constitute consent or waiver and SignOn reserves the right to enforce any provision of this Agreement at its sole discretion.
Incorporation. The terms of this Agreement supercede any prior representations made by SignOn or negotiations between You and SignOn and is the entire agreement between the parties relating to the subject matter contained herein.
Modifications. SignOn may from time to time amend the terms and conditions of this Agreement. At the time of any such change, You will be notified of the modified terms and conditions. Continued use of SignOn's services after the effective date of the notification shall constitute acceptance of the changed Agreement.
Time Limitation on Claims. Regardless of any statute or law to the contrary, any claim, cause of action, or demand for arbitration against SignOn arising out of or related to this Agreement or use of SignOn's services must be filed within one year of the date upon which You were or should have first been aware of the existence of the grounds for Your claim or cause of action.
Arbitration. Any dispute between You and SignOn relating to this Agreement, Private Content, Public Content or SignOn's services, hardware or software shall be resolved by binding arbitration pursuant to the commercial rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Westlake Village, California, and any judgment on the arbitration award may be entered in any court having jurisdiction thereof.
Authority. You represent and warrant that (1) You are over the age of 18; (2) You have full right and power to enter into and perform this Agreement, and have secured all third party consents necessary to enter into this Agreement; and (3) if You are establishing an account on behalf of a minor or if any contribution to Your Public Content is from a minor, You have the legal right to execute this Agreement on behalf of the minor and guarantee such minor's performance of the terms of this Agreement. These warranties shall survive any termination of this agreement. You agree to indemnify and hold SignOn and its Users harmless from any and all damages and costs, including reasonable attorney's fees, arising out of or related to Your breach of the representations and warranties described herein. You agree to execute and deliver documents to SignOn, upon SignOn's reasonable request, that evidence or effectuate SignOn's rights under this Agreement.
Agreement. You represent that You have carefully read this Agreement, that You understand its contents, and that You have had an opportunity to seek independent legal advice with respect to the review and advisability of entering into this Agreement. Should you have any questions concerning this Agreement, please contact legal@SignOn.com.
Prohibited content: You shall not use SignOn's services to transmit, transfer or convey Public Content that might be illegal or otherwise damaging to SignOn, its users, or others.
No Public Content (or any portion thereof) shall:
- Infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- Divulge information that You do not have a right to divulge due to a contractual, fiduciary, or privileged relationship;
- Violate any state or United States law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- Be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- Be false, inaccurate or misleading;
- Be fraudulent or incorporate counterfeit or stolen items or property;
- Promote physical harm or injury or otherwise advocate violence against or unreasonable hostility toward people or groups based on their race, religion, national origin, sexual orientation, gender, or disability;
- Instruct, aid, abet, or promote any illegal activity including, without limitation, instructions on constructing explosive or incendiary devices; growing or producing controlled substances, or counterfeiting currency, passports, drivers. licenses, etc;
- Contain child pornography. It is a federal crime to buy or sell child pornography as defined in United States Code, Title 18, Chapter 110 - Sexual Exploitation and Other Abuse of Children. ANY CONTENT THAT SignOn CONSTRUES AS CHILD PORNOGRAPHY WILL BE IMMEDIATELY FORWARDED TO THE PROPER AUTHORITIES.
- Contain any viruses, Trojan Horses, Worms, Time Bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Provide advice for which any jurisdiction requires a professional license to disseminate including, but not limited to, legal, or medical advice;
- Create liability for SignOn or cause SignOn to lose (in whole or in part) the services of its advertisers, service providers or suppliers; or
- Link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement
This Prohibited Content policy precludes the use of SignOn's services to transmit, transfer or receive electronic or other data that comprises or depicts any of the foregoing, as well as similar Public Content. You are responsible for complying with the rules, terms and conditions outlined in the User Agreement and this Prohibited Public Content policy. If You have any questions as to if any particular Public Content is prohibited, please contact SignOn at legal@SignOn.com.
Policy against copyright infringement To protect copyright owners, SignOn's users, and SignOn, SignOn has a strict policy against the infringement of others' intellectual property rights. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders' rights and a violation of United States and international laws. Although SignOn will enforce its policies to the extent technically feasible, some Public Content may have been created or distributed without proper authorization. As a condition to continued use of SignOn's services as well as a condition precedent to Your obtaining a valid license to use any Public Content, You agree that You will not infringe the intellectual property rights of others in any way.
SignOn will terminate the account of any User whom SignOn has found to violate its policy against intellectual property infringement. SignOn may unilaterally terminate Your use of its services upon any single act of infringement consummated through the use of SignOn's services or if SignOn determines Your use of its services is harmful to the interests of SignOn or others.
SignOn will respond expeditiously to all claims of copyright infringement that meet certain minimum requirements. If, as described below, SignOn obtains sufficient knowledge of Public Content containing potentially infringing material or receives sufficient written notice of such Public Content being shared through use of SignOn's services, SignOn will act expeditiously to remove or disable access to such files in accordance with 17 U.S.C. 512(d)(1). In addition, SignOn will fully comply with the requirements of the Digital Millennium Copyright Act (DMCA) to remove or disable access to all such Public Content.
Your Public Content and access to SignOn's services will be permanently disabled and/or terminated if Your use of SignOn's services is the subject of two or more signed complaints by or on behalf of a single copyright owner; if SignOn has disabled on five or more occasions, for any reason, Public Content You have designated for sharing; or if You attempt to re-post Public Content that SignOn has disabled without SignOn's written consent. If You are subsequently found to have not violated SignOn's policies, other's rights, or any law, SignOn, at its sole discretion, may reinstate Your account upon receipt of proof of the applicable findings.
Procedure for notifying SignOn of copyright infringement claims In accordance with the Digital Millennium Copyright Act ("DMCA"), copyright owners, or persons authorized to act on behalf of owners who believe specific Public Content may infringe any exclusive right(s) of the copyright owner should notify SignOn's designated agent in the following manner:
Notices Must Be in Writing: SignOn must obtain all required information in writing in the form of a 'Notice of Copyright Infringement' ("Notice"). Telephonic, verbal or other non-written communications are insufficient under SignOn's policies and do not meet the requirements of the DMCA.
Content of Notice: Notice to SignOn must include the following information:
1. Identification of the copyrighted work that You claim has been infringed, or, if multiple copyrighted works are covered in the Notice, a representative list of the copyrighted works that You claim have been infringed using SignOn's services;
2. Identification of Public Content, material or activity that You claim is infringing, that is to be removed or access to which is to be disabled. Such identification must contain information sufficient to permit SignOn to locate that Public Content;
3. Your street and mailing address, telephone number and, if available, Your electronic mail address;
4. A statement by You that You have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., fair use);
5. A statement by You, made under penalty of perjury, that all the information in Your Notice is accurate and that You are the copyright owner, or authorized to act on behalf of an owner of any exclusive right that is allegedly infringed by the materials referenced in Your Notice.
Notices Must be Signed: The written notice must be signed by the physical or electronic signature of the copyright owner or of a person authorized to act on behalf of an owner of any exclusive right(s) that are allegedly infringed by the materials referenced in the Notice.
Delivery to Designated Agent: The Notice must be addressed and delivered via U.S. Mail, Express Mail, or Courier to SignOn's Designated Copyright Agent, as follows:
Legal Notice SignOn info@signonasl.com
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