METASTAGE LLC TERMS OF SERVICE
Last Updated: October 18, 2019
BY ACCEPTING THESE TERMS OR USING OUR SERVICES, YOU UNDERSTAND THAT THIS IS A LEGALLY BINDING INSTRUMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN. PLEASE READ THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT ACCESS OR USE OUR SERVICES.
These Terms do not alter in any way the terms or conditions of any other agreement you may have with Metastage for products, services or otherwise. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or that entity violate these Terms. Metastage reserves the right to change or modify these Terms on a going-forward basis at any time and in our sole discretion. Your continued use of the Services will confirm your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services. We encourage you to review the Terms from time to time to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.
2. INTELLECTUAL PROPERTY
Our Services contain material, including, but not limited to text, graphics, images, designs, sound recordings, audiovisual works, virtual reality environments, renderings, software code, or features and other material provided by or on behalf of Metastage (collectively referred to as the “Content”). The Content is protected under any and all applicable laws, including without limitation under trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.
You may not use the Content except with Metastage’s express written consent or as otherwise allowed by these Terms. Specifically, and without limitation, you may not sell, transfer, assign, license, sublicense, or modify, or use the Content in any way for any commercial purpose. However, you may combine your User Content (as defined in Section 4 of these terms) with Metastage’s Content for non-commercial use or posting on a social media website, application or platform subject to Metastage’s sole right, in its sole and absolute discretion, to terminate your right to use such Content. If allowed to use any Content, you must, at a minimum and without limitation as to other requirements, retain all copyright and other proprietary notices, if any, contained in the original Content on any copy you make of the Content. If you violate any part of the Terms, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies that you have made of the Content.
The trademarks, service marks, and logos of Metastage (the “Metastage Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Metastage. Other company, product, and service names may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Metastage Trademarks, the “Trademarks”). Nothing should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by Metastage in writing.
3. YOUR USE OF THE SERVICES
You may not use our Services (i) for any purpose that violates applicable laws, regulations or rules (collectively, “Applicable Law”) (ii) for any purpose that is prohibited by these Terms, (iii) in any manner that could damage, disable, overburden or impair the Services, (iv) in any manner that may interfere with any other party’s use and enjoyment of the Services, including, but not limited to, defamatory, harassing, threatening, bigoted, hateful, vulgar, obscene, pornographic, or otherwise offensive behavior or content; or (v)if you are under 13 years of age. You may not attempt to gain unauthorized access to the Services through hacking, password mining or any other means. You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Services or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Services or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services. Metastage reserves the right, in its sole and absolute discretion, to terminate your access to the Services, or any portion thereof, at any time, for any reason or for no reason at all, without any notice, prior or otherwise.
4. USER CONTENT
Our Services may include interactive features and areas where you may create, submit, post, upload, publish, email, send, otherwise transmit, or interact with content, including, but not limited to, images, photos, videos, sounds, virtual reality environments or features, software and other information and materials (collectively, “User Content”). Unless otherwise agreed to, we do not claim any ownership rights in or to your User Content. If you use content covered by intellectual property rights that we have made available through our Services (for example, images, designs, videos, or sounds we provide that you add to content you create or share on Metastage), we retain all rights to that content (but not yours).
You are solely responsible for the User Content you create through the Services. Metastage does not endorse or guarantee the content, opinions, views, advice, or recommendations contained in any User Content. Metastage has no responsibility or liability for User Content, and we have no obligation to screen, edit or monitor such User Content.
5. COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information, trade secrets, or other intellectual property of any third-party. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you. Additionally, you acknowledge and agree that email transmissions are never completely private or secure. You understand that any message or information you send us may be read or intercepted by others.
You agree that we are free to use any comments, information or ideas contained in any communication you may send to us, without compensation, acknowledgement or payment to you, for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Services.
6. NO WARRANTIES; LIMITATION OF LIABILITY
THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SERVICES WILL OPERATE ERROR-FREE, THAT THE SERVICES OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES, OR THAT THE SERVICES ARE FREE OF DEFECTS OR MALFUNCTIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS: (I) WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES FROM WHATEVER CAUSE OR FOR ANY DEFECTS, MALFUNCTIONS, OR FAILURE OF THE PRODUCTS, AND YOU AGREE THAT YOU USE THE CONTENT AND THE SERVICES AT YOUR OWN RISK; (II) WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (III) WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OR INABILITY TO ACCESS OR USE THE SERVICES, THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR OMMISSION ERRORS.
TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS METASTAGE FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, THREATS, SUITS OR PROCEEDINGS AND PAY ALL RESULTING LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING OUT OF, RESULTING FROM, OR RELATED TO YOUR BREACH OF THESE TERMS AND/OR YOUR MISUSE OF THE SERVICES.
8. COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access or use the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Metastage reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Metastage to disclose the identity of anyone posting any e-mail or other messages, or publishing or otherwise making available any other user-generated content that is believed or alleged (reasonably or not) to violate these Terms or any applicable law.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Terms and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability. In no event will we be liable for the removal of or disabling of access to any portion or feature of the Services.
11. DIGITAL MILLENNIUM COPYRIGHT ACT
Metastage respects the intellectual property rights of others and complies with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
12800 Foothill Blvd.
Los Angeles, CA 91342v
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act. To file a notification with us, you will need to send a written communication that includes at least the following (please consult your legal counsel or see Section 512(c)(3) of the Digital Millennium Copyright Act to confirm these requirements):
- Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
12. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
13. STATUTE OF LIMITATIONS
YOU AGREE THAT, UNLESS CONTRARY TO ANY APPLICABLE LAW, ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES, THE CONTENT, OR THE TERMS MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14. GOVERNING LAW; JURISDICTION; AND VENUE
The Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. You also agree to the personal jurisdiction by and venue in the state and federal courts in California, and waive any objection to such jurisdiction or venue. If any provision of the Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Terms will remain in full force and effect.
If any provision of these Terms is be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
You may not assign these Terms or any of the rights granted hereunder without the prior written consent of Metastage, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, these Terms will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
Any failure by Metastage to insist upon or enforce performance by you of any of the provisions of these Terms or to exercise any rights or remedies under these Terms or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.
18. ENTIRE AGREEMENT
Except as expressly agreed by us and you in writing, the Terms constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.
The section headings are provided merely for convenience and shall not be given any legal import. The Terms will inure to the benefit of each party’s successors, assigns, licensees, and sublicensees.
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