Checklist.com B.V. , ("Company") is the owner of the Website ("Website"). The Website contains data, text, graphics, photographs, graphs, sounds, images, audio, page headers, software (including HTML and other scripts), buttons, video, and other icons, all of which are arranged and compiled (all of the above "Information"), and which is either owned or licensed by the Company. The Website contains both public and restricted areas. Only persons who have registered as members with the Company and who have been issued a userid and password have a license to access the Website's restricted areas. Areas of the Website that are accessible by non-members are called "Public Area". Your use of this Website and access to the Information is expressly conditioned upon your agreement that all such access and use shall be governed by the terms set forth in this Agreement. Accordingly, you hereby acknowledge and agree as follows:
1. License Grant.
You are hereby granted a non-transferable, non-sublicenseable, limited, revocable, right and license to access and make use of the Website for your own exclusive benefit and solely for the purposes intended by the Website ("License"). The scope of your License right and use of the Website's facilities is determined by the membership level for which you have registered. If it is intended that the Website and Information contained therein, be used by users (whether persons or entity) other than you, you will require a separate License for each such said user.
2. Use Restrictions.
Other than as specifically determined by the License, you may not: (i) sell, resell, sublicense, distribute, transfer, copy, reproduce, publicly display, duplicate, or download (other than page caching), the Website and the Information, or any part thereof; (ii) use the Website and the Information, or exploit the Website or the Information, or any part thereof, for commercial or other purposes, other than as determined in Section 1 above; (iii) collect the Information (including without limitation, any product listings, descriptions, photos, images, or prices), as listed on the Website; (iii) adapt, modify and/or make any derivative modifications to the Website or the Information, or any part thereof; (iv) download or copy any account and/or Information, or any part thereof, for the benefit of another person, entity, vendor and/or merchant; (v) use any data mining technique, or robots, or similar data gathering and extraction tools; and/or (vi) use any meta tags or any other "hidden text" utilizing Company's name or trademarks without the express written consent of Company.
3. User Undertakings.
You agree to: (i) use the Website and Information for lawful purposes only; (ii) uphold the rights of others and refrain from violating third parties privacy or publicity rights; (iii) refrain from publishing and/or using unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, language, text, photos, graphics or howsoever otherwise publications, on the Website; (iv) not collude against another person in restraint of trade and competition; (v) not create a hyperlink to the Website, or any page of the Website, without the Company's express written consent, nor imply affiliation with or endorsement or sponsorship by the Company, or cause confusion, mistake, or deception in connection therewith; and (vi) assume all responsibility (and thereby hold Company harmless), by whatever means you deem most appropriate for your needs, for detecting and eradicating any virus or program with a similar function.
4. Reviews, Comments, Communications and other Content.
Company may, at its sole and absolute discretion, post communications, suggestions, ideas, information, reviews, graphics, photos, images, comments, and other content, sent to Company by you (all of the above "Your Content"). You undertake that Your Content does not infringe on any third party's intellectual property rights (including without limitation, such party's patents, copyright, trademarks, trade secrets and/or any such other similar rights), or is otherwise injurious to third parties or objectionable and does not consist of or contain software viruses. Company, in any event, reserves the right (but not the obligation) to remove or edit Your Content, at its discretion and without requirement of any notice to you. If Company does include Your Content, or any part thereof, you are deemed to have granted Company a nonexclusive, royalty-free, perpetual, unlimited, irrevocable, and fully assignable and sublicenseable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from Your Content, and distribute and display Your Content throughout the world on any media. You represent and warrant that you own or otherwise control all of the rights to Your Content; that Your Content is accurate; that use of Your Content does not violate the conditions set forth in this Section 4 and will not cause injury to any person or entity; and that you will indemnify Company, its shareholders, officers and/or employees and consultants for all claims and/or action made or brought by a third party resulting from Company use of Your Content. Company takes no responsibility and assumes no liability for any use of Your Content.
5. Information Description.
Company attempts to be as accurate as possible. However, Company cannot and does not warrant that the Information available on the Website is accurate, complete, reliable, current, or error-free. Company reserves the right to make changes in or to the Information, or any part thereof, according to its sole judgment, without the requirement of giving any notice prior to or after making such changes to the Information. Your use of the Information, or any part thereof, is made solely at your own risk and responsibility.
Company reserves the right to, and may from time to time, monitor any and all data transmitted or received through the Website. The Company, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any Information which the Company deems inappropriate or that violates any term or condition of this Agreement. During monitoring, data may be examined, recorded, copied, and used by Company pursuant and subject to Section 4 above. Use of the Website by you, authorized or unauthorized, constitutes consent to such foregoing monitoring.
In using the Website you hereby authorize the Company to collect personally identifying information and other data about you. You agree that the Company can use your personal identifying information, including but not limited to, your IP address, your e-mail address and the scope of business, as well as details regarding a specific transaction which you may be interested in, for statistical, editorial, transactional, promotional, or marketing purposes, unless you expressly request that your information not be used in such manner. Notwithstanding the foregoing, in any event that you register to the Website using your credit card, you hereby unequivocally authorize Company to use and furnish your applicable information to the applicable credit card company. Furthermore, in the event that during your registration process you enter a "Coupon No.", which you have received from a Company's agent and/or a third party acting on its behalf, you hereby unequivocally authorize Company to inform such agent of your registration. The Company may place a "cookie" in the browser files of your computer.
8. Delays in Service.
The Company, its officers, directors, employees, affiliates, agents and/or representatives, shall not be liable for any loss or liability resulting, directly or indirectly, from delays, interruptions and/or inability to provide you access to the Website and/or Information, for any cause, including without limitation, due to maintenance services on the Website, electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war or other like causes. The Company shall have no responsibility to provide you access to the Website and/or Information, while interruption of the Website or Information due to any such cause shall continue.
This Agreement and the License rights granted hereunder shall remain in full force and effect unless terminated or canceled for any of the following reasons: (i) by either party, for convenience and without cause, upon a seven (7) day prior written notice to the other party; (ii) immediately by the Company: (a) if you fail to make any payment when due; (b) for any unauthorized access or use by you, including, concurrent access of the Member Area with identical userids, or permitting another person or entity to use your userid or password to access the Member Area, or any other access or use of the Member Area except as expressly provided in this Agreement; (c) if you assign or transfer (or attempt the same) any rights granted to you under this Agreement; (d) if you fail to abide by the rules and regulations relating to the use of, or tamper with or alter any of the Information contained in, or accessed through, the Website; (e) if you transmit or receive any Information using the Website (or cause the same) in violation of this Agreement (the Company, at its sole discretion, shall determine whether any information transmitted or received violates this provision); or (f) if you violate any of the other terms and conditions of the Agreement. Termination or cancellation of this Agreement shall not affect any right or relief to which the Company may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to the Company. Without derogating from the foregoing, in the event of termination or cancellation of this Agreement, for any reason, the following sections shall survive: 2, 4, 10, 11, 12, 13, 14, 16, 18, 19, 20 and 21.
11. Intellectual Property Rights.
All rights reserved. The Website and Information is the valuable, exclusive property of the Company or its licensors and nothing in this Agreement shall be construed as transferring or assigning any such ownership rights to you or any other person or entity. The Information is protected by contract law and various intellectual property laws, including domestic and international copyright laws. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Information. The Company, and its associated logos, and all page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, or registered trademarks of Company. All other product names and company logos mentioned on the Website or Information are trademarks of their respective owners.
12. Limited Warranty.
Though the Information contained on the Website is generally recognized to be reliable, the parties acknowledge that the Information may be inaccurate, incomplete, un-reliable, outdated, or may contain errors, and that the Company does not warrant the accuracy or suitability of the Information. Furthermore, Company does not represent or warrant that the Website or information will meet your requirements, including without limitation, in scope, business opportunities, or are suitable for your needs. Under this Agreement, you assume all risk of errors and/or omissions in or of the Website and Information, including the use, application, transmission or translation of the Information. THEREFORE, YOU ACKNOWLEDGE THAT THE WEBSITE AND INFORMATION ARE PROVIDED TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS. COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT.
13. Limitation of Liability.
You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Website and Information, and for maintaining any means which you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Information provided under this Agreement. YOU AGREE THAT COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND/OR REPRESENTATIVES, SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE AND INFORMATION FOR ANY REASON WHATSOEVER. IN ANY EVENT, COMPANY'S LIABILITY ARISING FROM THIS AGREEMENT SHALL BE LIMITED TO A SUM EQUAL IN AMOUNT TO TEN (10%) PERCENT OF THE SUMS PAID TO COMPANY BY YOU PURSUANT TO YOUR USE OF THE AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR $100, WHICHEVER IS GREATER, AS LIMITED DAMAGES AND NOT AS A PENALTY EVEN IF COMPANY HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE.
You agree to release, indemnify, defend and hold harmless Company, its officers, directors, employees, agents and/or representatives from and against any and all losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorney's fees and expenses) collectively, "Claims" of whatever kind, character or nature brought by or on behalf of any person that arise out of, are related to or in connection with this Agreement or your access or use of the Website or Information, even if caused, in whole or in part, by the joint, sole, or concurrent negligence, willful misconduct, strict liability or other fault, whether passive or active, of any person or entity, including any of the indemnified parties.
15. Refund Policy.
You acknowledge and agree that any fees and/or payments paid by you to the Company in connection with the use of the Website and the Information contained therein is non-refundable. Notwithstanding the foregoing, in the event that the Company exercises its termination for convenience rights, as set forth in Section 10(i) above, Company will refund the appropriate fees pro-rated to the remainder of the period in which such paid fees covered for use of the Website and Information contained therein by you. No other fees or payment, in such event shall be refunded.
16. Credit Facility Announcement.
With respect to your account and Company's account handling service provider ("Account Service Provider"), you hereby: (i) warrant and covenant not to take any action against Account Service Provider (or any third party such as issuing institutions, banks or any other entity used by Account Service Provider, in relation with your account on the Website; and (ii) acknowledge that services rendered by Account Service Provider to Company are provided on an independent contractor basis and that nothing herein shall be construed as creating a joint venture, partnership or for sale agency by and between Account Service Provider and Company.
The Company reserves the right to modify the terms and conditions of this Agreement. Such modifications may include, without limitation, changes in prices, implementation of user priorities, implementation of rules for use by you, and discontinuance of functional aspects of the Website. The Company may also add, withdraw or modify Information within the Website or services provided through the Website at any time in its sole discretion. All such modifications shall be displayed online, and such display shall constitute effective notice under this Agreement on the day the Company places them on the Website. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions.
18. Conflicting Terms.
If there is any conflict between the Agreement and any help text, manuals, or other documents, the Agreement shall govern, whether such other documents are prior to or subsequent to this Agreement, or are signed or acknowledged by any member of the Company parties.
20. Attorney's Fees.
If the Company takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, including collection of any amounts due hereunder, the Company shall be entitled to recover from you (and you agree to pay), in addition to all sums to which it is entitled or any other relief, at law or in equity, reasonable and necessary attorney's fees and any costs of any litigation.
To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Website or Information contemplated by this Agreement must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of the Agreement. Any unenforceable provision will be replaced by a mutually acceptable provision which comes closest to the intention of the parties at the time the original provision was agreed upon.
The details entered by you during the registration process may be used by Company for notice purposes, including by way of illustration only, Company may use your email address as provided by you as mean by which to give you due notice.