You will agree to the terms prior to our acceptance of your registration by entering a checkmark and clicking to register below. We will confirm our agreement with you by our activation of your registration. For all other parties, we confirm our agreement by granting these parties access to the Site.
1. Parties to Agreement
a. Company: The Site and its Services are owned and operated by Misnomer, Inc. ("Company" or "the Company"), a 501(c)3 non-profit organization in New York, currently having its principal office in Brooklyn, New York. The rights and obligations of this Agreement apply to the Company and its legal successors. The Company, for purposes of this Agreement, also includes its affiliates, employees, officers, contractors, directors, suppliers and representatives
b. Registrants, Users, and Contributors: You as a registrant and all Site users, browsers and contributors of content, information and other materials and/or services are parties to this Agreement. If you register or use the Site's services on behalf of a corporation or other non-individual legal entity, we will deem such entity to be a party to this Agreement.
c. Non-Parties: The Site and its services are made available only to individuals who are at least 18 years of age. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful.
d. Minors. If you are under 18 years of age, do not attempt to register or use the Site or the Services.
b. You are responsible for reviewing and becoming familiar with any modifications of this Agreement. Use of the Site and the Services after such notification or posted change constitutes your acceptance of this Agreement as modified.
c. Company reserves the right, at its sole discretion, to modify, change, suspend, or discontinue the Site or its Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. Company may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice. You waive any right or claim against the Company arising from any modification of this Agreement or suspension or terminiation of the Site and its Services.
3. General Rules of Conduct
a. For purposes of this paragraph and other relevent paragraphs of this Agreement , the term "Content" includes, without limitation, any videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features uploaded, created,generated, provided, or otherwise made accessible on the Site or its Services.
b. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Site or its Services, that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
- you know is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
- constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or
- impersonates any person or entity, including any employee or representative of Company.
c. You shall not: (i) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.
d. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
e. You shall abide by all applicable local, state, national and international laws and regulations that are applicable to your internactions with the Site and its Services.
b. False Information/Identity: You shall not (i) select or use a User ID or domain name of another person, website, or entity with the intent to impersonate that person or entity. You shall not use or refer to any domain name or entity without appropriate authorization.
c. Refusal or Termination of Registration: The company reserves the right to refuse registration of, or cancel a User ID or registration in its sole discretion.
d. Account Responsibility: You are responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Site and Service identity and password. You shall never use another user's account without such other user's express permission. You will immediately notify the Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
5. Fund Raising Venue Services
a. Users of the Site and its Services are permitted by this Agreement to utilize the Fund RaIsing Venue Services operated by the Company on the Site.
b. Users who are rasing, soliciting, or collecting money utilizing the Fund Raising Venue Services are referred to here as Producers and those who make payments to Producers are referred to as Fans. The funds so transferred are referred to here as Fan Payments.
c. The Company does not, at any time, receive or hold Fan Payments. Fan Payments are collected and disbursed by third party agents such as Paypal, Amazon Payments, and such other parites as selected by the Company ("Payment Agents).
d. You agree that the Company is not a party to the Fund Raising Venue Service transactions and shall be liable to any User, Producer, Fan or any other individual or entity as a result of any payment, non-payment, or any other activity connected in any way with the Fund Raising Venue Services.
e. The Company's non-liability includes, but is not limited to, claims arising with respect to the delivery of goods and services, and/or any other terms, conditions, warranties or representations associated with the Fund Raising Venue Services. The Company does not oversee the performance or punctuality of any aspect of any listing on the Fund Raising Venue Services. The Company is not responsible for any damage or loss incurred as a result of any such dealings.
f. The Company is under no obligation to become involved in disputes between and among Users, Fans and Producers. In the event of a dispute arising hereunder, you release the Company from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.
g. The Company is not responsible for the actions of the Payment Agents in the collection and disbursement of funds.
6. Fees and Payments
a. When you use Site services that require a fee, you have an opportunity to review and accept the fees that you will be charged, which we may change from time to time. We may choose to temporarily change the fees for any services for promotional events, which changes shall not affect the fee charged for that Service to you or any other User.
b. You are responsible for paying all fees and applicable taxes associated with your use of the Site and its Services.
c. In the event you violate this Agreement and your use of a Service is terminated, all fees paid will be non-refundable, unless in its sole discretion the Company determines that a refund is appropriate.
d. All Service fees that are based on a term are billed in advance and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused.
7. Links to Third Party Sites
The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
7A. EventBrite and other Third Party Vendors
The Site and the Company includes links to third party services (“TPV”) such as EventBrite.com for the purpose of facilitating the Fund Raising Venue and other services described in this Agreement. Your registration or email information submitted to any TPV linked on the Site will be merged into the Site’s registrant and user database.
This Agreement is at will and the Company may terminate your access to all or any part of the Service or Site at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership that is stored on the Site or its Services. If you wish to terminate your account, you may do so by following the instructions on the Site.
9. Warranty Disclaimers
a. The Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.
b. You release the Company from all liability for you having acquired or not acquired Content through the Site.
c. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate.
d. The Company makes no representations concerning any Content contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service
a. You shall defend, indemnify, and hold harmless the Company, its affiliates and its employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of the Site or its Services, including, but not limited to, claims arising under federal and state intellectual property, privacy, and defamation statutes and common laws.
b. Control of Defense: Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with any reasonable request from the Company with respect to such matters.
11. Limitation of Liability
In no event shall the Company be liable to you for any direct, indirect or consequential loss or damage allegedly incurred in connection with this Agreement, arising in contract or tort, including, without limitation, any loss of actual or anticipated profits (including loss of profits on contracts), loss of revenue, loss of business, loss of opportunity, loss of good will, orloss of reputation.
12. Prohibited Access
Accessing the Site and its Services are prohibited from territories where such access is deemed illegal. If you access the Site and its Servicesfrom other locations, you do so at your own initiative and are responsible for compliance with local laws.
13. Electronic Delivery/Notice Policy and Your Consent
By using the the Site and its Services, you consent to receive from the Company any and all communications the Company may choose to make to you with repsect to your use of the Site and its Services.
14. Governing Law and Jurisdiction over the Parties
a. This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods.
b. You agree that the Company's publication of the Site and its Services does not give rise to personal jurisdiction over the Company in any jurisdiction other than the State of New York. You agree that any action at law or in equity arising out of this Agreement shall be only be filed and pursued in the state or federal courts located in New York County in the State of New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
15. Integration and Severability
INTELLECTUAL PROPERTY RIGHT PROVISIONS AND RELATED MATTERS
16. Site and Service Content Ownership
You agree that the Site and its Services contain Content specifically provided and created by the Company and others and that such Content is protected by copyrights, trademarks, service marks, trade secret law, and or other principles of federal, state, and international law.. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
17. Non-Commerical License of Content
The Company grants each user of the Site and/or its Services a worldwide, non-exclusive, non-sublicenseable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from the Company, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any rights of the Company or third parties.
18. Copyright Violation Procedures
a. The Company respects the intellectual property of others, and we ask our users to do the same. The Company reserves the right in this Agreement, at its discretion, to terminate the account of any User who infringe the intellectual property rights of others. GoSeeDo will remove infringing materials in accordance with the provisions of the Digital Millennium Copyright Act if properly notified that content infringes copyright.
b. If you believe that your work has been copied in a way that constitutes copyright infringement, you will provide the Site's Copyright Agent with a written notification containing at least the following information (please confirm these requirements with your legal counsel, or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the GoSeeDo Site, sufficient for GoSeeDo to locate the material;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
c. If you believe that your Content on the Site has been removed or disabled by mistake or mis-identification, please provide the the Site's Copyright Agent with a written counter-notification containing at least the following information (please confirm these requirements with your legal counsel or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
- a physical or electronic signature of the subscriber/user of the Services;
- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- the subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
d. You acknowledge that if you fail to comply with all of the aforementioned notice requirements, your notification or counter-notification may not be valid and that the Company may ignore such incomplete or inaccurate notices without liability of any kind. Please be aware that under Section 512(f) of the Copyright Act, 17 U.S.C. §512(f), any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
e. Our designated copyright agent's mailing address for notice of alleged copyright infringement is:
Attn: Copyright Agent
16 Micieli Place, #1,
Brooklyn, NY 11218
19. Intellectual Property Rights of Producers
a. Ownership and License: The Services provide you with the ability upload your Producer Content to the Site for the purpose of fund raising as described above.
In order for the Site to provide these fund raising services, you hereby grant to the Company the worldwide, non-exclusive, royalty-free, right to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise perform the Services on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise host your Producer Content, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text in connection with its Services); (ii) (and to allow other users to) stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the Producer Content ; and (iii) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of you and others as provided in the Producer Content.
b. Producer Content Royalties: You agree to pay all royalties and other amounts owed to any person or entity due to your submission of your content to the Site and its Services.
c. Producer Copyright: Copyright and other intellectual property rights of the Producer are not transferred to the Company by this Agreement.
20. Intellectual Property Rights of Users
a. Publication and License. The Site and its Services may provide users with the ability to add, create, upload, submit, distribute, collect, or post content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the "User Submissions"). By submitting User Submissions on the Site or otherwise through the Services, you:
- acknowledge that by Submitting any User Submission to the Site, you are publishing that User Submission, and that you may be identified publicly by your User ID in association with any such User Submission;
- by Submitting any User Submissions through the Site or the Service, you hereby do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicenseable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, the Service and the Company's business, including without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive license to access your User Submissions through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use.
b. User Represenations: In uploading and publishing User Submissions on the Site and its Services, you make the following representations:
1. You own or otherwise control all rights to all Content in your User Submissions, or that the Content in such User Submissions is in the public domain;
2. You have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions;
3. You have the permission to use the name and likeness of each identifiable individual person in your User Submissions;
4. You are authorized to grant all of the rights to the User Submissions to the Company as described above;
5. you agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Services.
6. Finally, you represent that that the User Submissions will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights;
7. You agree that the Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any User Submissions
21. No Representation of Authenticity or Ownership
The Company does not endorse and has no control over any User or Producer Submissions or Content. The Company cannot guarantee the authenticity or ownership of User or Producer Submissions and Content. You acknowledge that all Content accessed by you is at your own risk and you will hold the Company harmless for all claims and damages arising from such access.