BY USING A KARMA PLATFORM OR ANY OF THE PRODUCTS OR SERVICES AVAILABLE ON A KARMA PLATFORM (COLLECTIVELY THE “SERVICES”), YOU AGREE, WITHOUT LIMITATION OR QUALIFICATION: I) INTENDING TO BE BOUND, YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS IN THIS AGREEMENT, AND SUCH OTHER ADDITIONAL OR ALTERNATIVE TERMS, CONDITIONS, RULES AND POLICIES WHICH ARE DISPLAYED OR TO WHICH YOU MAY BE DIRECTED IN CONNECTION WITH ANY PARTICULAR KARMA PLATFORM OR SERVICE, ALL AS MAY BE MODIFIED BY THE COMPANY FROM TIME TO TIME IN ITS SOLE DISCRETION, II) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY, AND III)YOU HAVE THE AUTHORITY TO ENTER PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE AGREEMENT OF USE. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE A KARMA PLATFORM OR ANY OF THE SERVICES ON A KARMA PLATFORM. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, THAT USES INCLUDING BUT NOT LIMITED TO VIEWING THE SERVICES ON THE KARMA PROPERTIES.
THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
- A. Company Content. Unless otherwise explicitly specified, Company Content shall mean all materials that are included in or are otherwise a part of the Karma Properties (including past, present and future versions of the Site), including, without limitation: creative material; including but not limited to; videos; sound recordings; one on one conversations; news reporting; creative works; videography; film recordings; blogs; written columns; text; digital production; digital recordings; graphics; layout; text; instructions; images; audio; designs; ringtones; wallpapers; games; contests; voting; technology; applications; widgets; artwork; information; data; designs; compilations; advertising copy; logos; domain names; Company logos, trademarks and services marks, and any other Company product and service names that are trade identities of Company (the “Company Marks”); any and all copyrightable material (including source and object code); the “look and feel” of the Karma Properties; the compilation, assembly and arrangement of the Karma Properties; and all other materials related to the Karma Properties (collectively, the “Materials”) are owned, controlled or licensed by the Company, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent and other laws, rules, regulations and international treaties. Except as expressly set forth in this Agreement or otherwise expressly granted to You in writing by the Company, no rights (either by implication, estoppel or otherwise) are granted to You. Any and all rights to use any Materials not expressly granted to You under this Agreement are hereby reserved for the Company and/or its parent, members, managers, subsidiaries affiliates or its licensors. Nothing contained in these Agreement will affect, impair, or limit in any way the Company’s rights to exploit fully any or all of the Materials.
- B. Your Content. Unless otherwise explicitly specified, Your Content shall mean content that You post, upload, or otherwise make available on Karma Properties. You acknowledge and agree that anything that You post, upload, or otherwise make available to a community forum is public. You acknowledge and agree that You have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that the Company pre-screens, refuses or removes any Your Content, You acknowledge that the Company will do so for the Company’s benefit, not Yours. Without limiting the foregoing, the Company shall have the right to remove any Content that violates this Agreement or that Company determines, in its sole discretion, is otherwise objectionable. The Company further reserves the right to refer any criminal activity in connection with Your content to any and all applicable legal authorities, without notification to You. The Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Karma Properties, including Your Content, in the Company’s possession in connection with Your use of the Karma Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Agreement, (3) respond to any claims that Your Content violates the rights of third parties, or (4) protect the rights, property or personal safety of the Company, its Users or the public, and all enforcement or other government officials, as the Company in its sole discretion believes to be necessary or appropriate.
- A. Registering Your Account. In order to access certain features of the Karma Properties You may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user of the Services (“User”) who has accepted the terms of the Agreement, and has registered an account on the Site (“Account”).
- B. Registration Data. In registering for use of the Services You agree to (1) provide true, accurate, current and complete information about Yourself as prompted by the Site’s registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that You are: (a) of legal age to form a binding contract; and (b) not a person barred from using the Karma Properties under the laws of the United States, Your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under Your Account. You may not share Your Account or password with anyone, and You agree to (a) notify the Company immediately of any unauthorized use of Your password or any other breach of security at email@example.com and (b) exit from Your Account at the end of each session. If You provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate Your Account and refuse any and all current or future use of the Company Properties (or any portion thereof). Upon such suspension or termination, You will neither be credited nor issued a refund for any fees in connection with Company Services. You agree not to create an Account using a false identity or information, or on behalf of someone other than Yourself. You agree that You shall not have more than one Account per platform at any given time. You agree not to create an Account or use the Company Properties if You have been previously removed by the Company, or if You have been previously banned from any of the Company Properties.
3. Third Party Content.
Our Service enables the Company and Third Party Companies to upload Content (“Third Party Content”). All Third Party Content is provided for entertainment purposes only. Company cannot and does not make any representations or warranties as to the accuracy, validity, timeliness or completeness of any such Third Party Content. You acknowledge that the Company is acting only as passive conduits for the distribution and publishing of such Third Party Content. The Company is not responsible for any Third Party Content. You acknowledge that the Company has no obligation to pre-screen Third Party Content (including, but not limited to, User Submitted Content), although the Company reserves the right in its sole discretion to pre-screen, refuse or remove any Third Party Content. By entering into the Agreement, You hereby provide Your irrevocable consent to such monitoring.
4. Redirects to Third Party Websites and Advertisements.
The Company Properties may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (collectively, “Third-Party Websites & Ads”). When You click on a link to a Third-Party Website or Ad, we will neither warn You that You have left the Company Properties, nor that are subject to the Agreement and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of the Company. The Company is not responsible for any Third-Party Websites & Ads. The Company provides these Third-Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. YOU USE ALL LINKS IN THIRD-PARTY WEBSITES & ADS AT YOUR OWN RISK. When You leave our Website, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites Properties, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party.
5. Fees and Expenses.
You acknowledge and agree that there will be no charges or fees payable by the Company to You in connection with: i) Your use of the Karma Properties, ii) in connection with Your performance, if any, or iii) in connection with this Agreement. Further, the Company shall have no obligation to pay or reimburse to You any pass-through or other expense of any kind. You are responsible for any mobile charge that You may incur for using Karma Properties, including text messaging and data charges. The Company shall have no obligation to pay any sales tax or duty that may be payable thereon, unless otherwise specified. You are solely responsible for the payment of any taxes incurred in connection with Your use of the Karma Properties.
6. Subscription Fees and Payment.
- A. Subscription.Certain Services may require users to pay a fee in order to use them. Regardless of the type of service You purchase, You agree to pay all fees or charges to the Company in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You acknowledge and agree that a third party company, Stripe, Inc. (hereinafter, “Third Party-Payment Provider”) will collect and distribute the fees and to the Company. By subscribing to and using the Services, You hereby authorize the Company and its Third Party-Payment Provider to share any information and payment instructions to the extent required to complete the payment transactions in accordance with these Terms. You must provide the Third Party Payment Provider with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) account (“Credit Card Agent”), or purchase order information as a condition to signing up for the Services. All currency references are in U.S. Dollars. Your Credit Card Agent agreement governs Your use of the designated credit card, and You must refer to that agreement and not the Agreement to determine Your rights and liabilities. By providing the Third Party Payment Provider with Your credit card number and associated payment information, You agree that the Company is authorized to immediately invoice Your Account for all fees and charges due and payable to the Company hereunder and that no additional notice or consent is required. You agree to immediately notify the Company of any change in Your billing address or the credit card used for payment hereunder. The Company reserves the right at any time to change its prices, third party payment provider, or billing methods, either immediately upon posting on the Karma Properties or by e-mail delivery to You.
- B. Auto-Renewal.Your status as a Registered User will commence upon the creation of Your Account and end on the later of: i) within thirty days of such creation of Your Account; or ii) the last day of the month succeeding the date of such creation (“Initial Membership Period”). When You become a Registered User Your Subscription is set to automatically renew at the end of Your chosen Initial Membership Period. (The Initial one month period and each successive one-month renewal a “Term”). To exercise Your option cancel Your subscription You must submit written notice to the Company via email at firstname.lastname@example.org, no later than seven days prior to the end of the then-existing Term. All of the foregoing, subject to earlier termination as set out in Section 20.A below.
- C. Taxes.The Company’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Agreement are subject to Sales Tax in any jurisdiction and You have not remitted the applicable Sales Tax to the Company, You will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and You will indemnify the Company for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, You will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that You have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that the Company is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
7. Necessary Equipment and Software.
You must provide all equipment and software necessary to connect to the Karma Properties. You are solely responsible for any fees, including Internet connection or mobile fees, including but not limited to mobile messaging fees, that You incur when accessing the Karma Properties.
8. Karma Properties Usage and Restrictions.
For the avoidance of any doubt, You shall not, and acknowledge and agree that this Agreement does not grant You the right to: (a) violate or infringe any right of publicity, privacy, copyright, trademark, or other intellectual property right, whether published or unpublished, registered or unregistered; (b) publish, upload or submit content that is, at the Company’s determination: defamatory, pornographic, obscene, violent, or hateful, including but not limited to hate speech and incitements to violence; (c) use any logo or other related proprietary information or branding of the Company; (d) copy, create derivatives, download, upload, distribute, syndicate, perform, display, make available, or otherwise use any portion of Karma Properties except as set forth in this Agreement; (e) use Karma Properties for any purpose that is illegal or prohibited by this Agreement; (f) use Karma Properties in a way that has the ability to or actually: interferes, disrupts, negatively affects, inhibits other users from using Karma Properties, or that damages, disables, overburdens, or impairs the functionality of Karma Properties in any manner; (g) solicit username and password credentials from another user; (h) upload viruses, malicious code, or any other content or item that may comprise the security of Karma Properties or Karma Properties users; (i) attempt to access any features or areas of Karma Properties that You are restricted from or lack the authorization by the Company to utilize; (j) scan, probe, or otherwise test the vulnerability of Karma Properties or Karma Properties related network; (k) create multiple accounts for Your use; (l) buy, share, sell, rent, or lease access to Your access to Karma Properties; or (m) encourage any activity that violates the terms of this Agreement.
9. Copyright and DMCA.
- A. Digital Millennium Act.The Company acknowledges and honors all requirements set forth by Creative Commons rights, and copyright laws in connection with the Digital Millennium Copyright Act. Upon the receipt of a notice of violation, the Company may take reasonable steps to promptly remove any infringing material. The Company reserves the right to immediately terminate Your account upon notice of Your copyright infringement.
- B. Procedure for Making Claims of Copyright Infringement.Without limiting the above, if You believe that Your work has been copied and posted on the Karma Properties in a way that constitutes copyright infringement, please contact the Company with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that You claim has been infringed; (3) a description of the location on the Karma Properties of the material that You claim is infringing; (4) Your address, telephone number and e-mail address; (5) a written 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 (6) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for notice of claims of copyright infringement is as follows: Legal Department, 520 Madison Avenue, 34th Floor, New York, NY 10022 or by email at: email@example.com
10. Representations and Warranties.
You hereby represent, warrant and covenant to the Company, as an essential part of this Agreement, that: (a) You can form a binding contract with the Company; (b) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its Agreement; (e) neither the creation nor ordinary use of the Your Content violates the rights of others (including any intellectual property, privacy, or publicity rights) or any criminal law; (f) Your acceptance of this Agreement and all other instruments and documents required to be executed pursuant hereto, and the usage of Karma Properties as contemplated hereby, does not and shall not: (i) result in a breach of any agreement to which You are a party; or (iii) violate any law.
YOUR USE OF THE KARMA PROPERTIES IS AT YOUR SOLE RISK. THE COMPANY PROVIDES ALL SERVICES AND ALL KARMA PROPERTIES RELATED OFFERINGS “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHERMORE, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT: (A) KARMA PROPERTIES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) KARMA PROPERTIES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY CONTENT, THIRD PARTY CONTENT, THIRD PARTY ADVERTISEMENTS, OR ANY OTHER INFORMATION YOU, VIEW AND/OR OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE. FURTHER, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY AS TO ANY THIRD PARTY COMPANY, THIRD PARTY CONTENT, THIRD PARTY ADVERTISEMENTS, INCLUDING BUT NOT LIMITED TO ANY ADVERTISEMENTS, WRITTEN SUBMISSIONS, OR VIDEOS SUBMITTED BY A THIRD PARTY. ALL CONTENT ACCESSED THROUGH THE SITE OR SERVICES ARE FOR ENTERTAINMENT PURPOSES ONLY.
12. Intellectual Property.
- A. Company Content.You agree that the Company and its suppliers own all rights, title and interest in the Company Content. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Karma Properties. Company’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Karma Properties are the trademarks of the Company and may not be used without express written permission from the Company. Other trademarks, service marks and trade names that may appear on or in the Karma Properties are the property of their respective owners. You acknowledge and agree that You will not, directly or indirectly, contest, challenge, aid or abet in contesting or challenging the validity or ownership of Company Content, or take any action whatsoever in derogation of the Company’s rights therein. You acknowledge and agree that You will not acquire or claim any rights in the Company Content, Third Party Content, or aid or abet anyone else in doing so.
- B. Your Account.Notwithstanding anything to the contrary herein, You acknowledge and agree that You shall have no ownership or other property interest in Your Account, and You further acknowledge and agree that all rights in and to Your Account are and shall forever be owned by and inure to the benefit of the Company.
- C. Grant of License to Your Name and Likeness.You agree that The Company may use Your name, likeness and biography for all editorial, publicity, commercial and promotional purposes, or any other purpose in general, in any manner or media whether now known or hereafter developed. You further grant a perpetual license to create derivative works from, promote, exhibit, broadcast, syndicate, sublicense, publicly perform, and publicly display content submitted to Karma Properties in any and all media or distribution methods, whether now known or later developed. YOU ACKNOWLEDGE AND AGREE THAT UNLESS SET FORTH IN A SUBSEQUENT WRITTEN AGREEMENT SIGNED BY THE COMPANY, YOU WILL UNDER NO CIRCUMSTANCES BE ENTITLED TO ANY COMPENSATION FROM THE COMPANY, THE COMPANY’S AFFILIATES, NOR SUBCONTRACTORS, FOR THE USE OF YOUR NAME LIKENESS AND BIOGRAPHY AS SET FORTH HEREIN.
- D. Grant of License to Your Submitted Content.You grant the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Registration Data (in whole or in part) for the purposes of operating, and providing the Karma Properties to You and other users; provided that Company may use Your Content on an aggregated basis for the purpose of providing, promoting and improving the Karma Properties. You grant to Company for all editorial, publicity, commercial and promotional purposes, or any other purpose in general, in any manner or media whether now known or hereafter developed to use Your Content. You further grant to Company a perpetual license to create derivative works from, promote, exhibit, broadcast, syndicate, sublicense, publicly perform, and publicly display Your Content in any and all media or distribution methods, whether now known or later developed. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant the license stated above. You agree that You, not the Company, are responsible for all of Your Content that You Make Available on or in the Karma Properties. You acknowledge that You are solely liable for any third party infringement or any other intellectual property claim (“IP Claims”) in connection with the Your Content. FOR THE AVOIDANCE OF ANY DOUBT, COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR RELATING TO IP CLAIMS.
- E. Limited License.During the Term, The Company grants to You a personal, limited, revocable, non-exclusive license to access and use Karma Properties for the limited purpose of viewing content, non-prohibited commentary, social media, or for any other limited purpose as set forth in this Agreement, as updated in writing from time to time. For the avoidance of any doubt, You are prohibited from any other use of or modification of Karma Properties or related applications not set forth in this Agreement.
- F. Downloads.Any content that we may make available for download or use from the Karma Properties and/or our servers (the “Downloadable Content”) are the copyrighted work of the Company or its licensors or suppliers. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE DOWNLOADABLE ITEMS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR DISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR DISTRIBUTION IS EXPRESSLY PERMITTED BY THE ADDITIONAL AGREEMENT APPLICABLE TO SUCH DOWNLOADABLE ITEMS.
13. Sharing or Distribution of Company Content and Widgets.
The Company may allow You – but only through express written permission -to engage in certain personal uses of Materials that include the ability to share Materials with others (“Viral Distribution”). For example, the Site may allow You to send Materials to friends, display Materials on Your personal web site or post Materials on a third party web site. We reserve the right to revoke our permission for Viral Distribution at any time and for any reason and You agree to comply with any terms we post in connection the Viral Distribution of Materials. Similarly, the Site may provide content that You may choose to embed on Your personal web page, third party web site or social networking site by pasting the HTML or other code provided by us (typically labelled as an embed code) (“Widgets”). Widgets are Materials and subject to the limited, revocable license described above for Materials. We may discontinue providing the service necessary for the Widgets to operate or we may disable Widgets You have embedded at any time for any reason without any liability to You. You agree that our permission to You to use Widgets on Your personal web page does not provide You (or any third party) with any intellectual property rights in or to the Widget or any Materials made available via any Widget. You agree that You will not embed or otherwise make available a Widget on a web page or web site containing content that (i) is threatening, abusive, harassing, hateful, or racially, ethnically or otherwise objectionable (in The Company’s sole opinion). The Company makes no specific warranties about Widgets. You agree not to circumvent (or in any way attempt to circumvent) the security or rights management features in the Widget or any component of the Widget (including any video player) that are designed to prevent users from copying, manipulating or retaining the Materials made available via the Widget. You also agree to not use (or attempt to use) the Widget or any component of the Widget to display content other than the Materials provided or intended by The Company to be displayed via a particular Widget. NOTICE TO THIRD PARTY SITES: Any Materials made available in connection with Your site, or otherwise, by our Widgets, third party widgets or otherwise is our exclusive property and no grant of any intellectual property rights is made by us. We retain the right to demand that You cease any use of our Materials upon notice.
14. Your Privacy Rights.
- A. In General. THE COMPANY WORKS WITH NETWORK ADVERTISERS, AD AGENCIES AND OTHER VENDORS TO SERVE ADS ON THIRD PARTY WEB KARMA PROPERTIES AND ACROSS THE INTERNET. WE ALSO USE ANALYTICS PROVIDERS TO PROVIDE US WITH INFORMATION REGARDING USE OF THE KARMA PROPERTIES AND THE EFFECTIVENESS OF OUR ADVERTISEMENTS. YOU MAY ALSO SEE THIRD PARTY ADS ON THE KARMA PROPERTIES AND THOSE ADS MAY BE SERVED BY A THIRD PARTY. THESE OTHER COMPANIES MAY COLLECT CERTAIN INFORMATION ABOUT YOUR VISITS TO THIS OR OTHER WEB KARMA PROPERTIES IN CONNECTION WITH SERVING ADVERTISEMENTS AND PROVIDING US WITH ANALYTICS INFORMATION. WITH REGARD TO YOUR PERSONAL INFORMATION, WE PRIMARILY USE YOUR PERSONAL INFORMATION IN CONNECTION WITH YOUR RELATIONSHIP WITH US AND YOUR EXPERIENCE ON THE KARMA PROPERTIES. PLEASE REMEMBER THAT IF YOU PARTICIPATE IN COMMUNITY FORUMS AND OTHER SOCIAL NETWORKING FEATURES ON THE KARMA PROPERTIES, YOUR INFORMATION MAY BE MADE PUBLIC. NOTE THAT WE DO NOT SHARE YOUR PERSONAL INFORMATION WITH THIRD PARTIES FOR THEIR MARKETING PURPOSES UNLESS YOU CONSENT TO SUCH SHARING, BUT WE DO SHARE WITH THIRD PARTIES UNDER CERTAIN LIMITED CIRCUMSTANCES.
- C. Notice to Residents of the European Union. Under the General Data Protection Regulation (“GDPR”) you have a number of important rights free of charge. In summary, those include rights to: i) fair processing of information and transparency over how we use your use personal information; ii) access to your personal information and to certain other supplementary information that this Privacy Notice is already designed to address; iii) require us to correct any mistakes in your information which we hold; iv) require the erasure of personal information concerning you in certain situations; v) receive the personal information concerning you which you have provided to us, in a structured, commonly used and machine-readable format and have the right to transmit those data to a third party in certain situations; vi) object at any time to processing of personal information concerning you for direct marketing; vii) object to decisions being taken by automated means which produce legal effects concerning you or similarly significantly affect you; viii) object in certain other situations to our continued processing of your personal information; ix) otherwise restrict our processing of your personal information in certain circumstances; and x) claim compensation for damages caused by our breach of any data protection laws. For further information on each of those rights, including the circumstances in which they apply, see the Guidance from the UK Information Commissioner’s Office (ICO) on your rights under the General Data Protection Regulation. If you would like to exercise any of those rights, please: Email us at firstname.lastname@example.org or write to us at: 520 Madison Avenue, 34th Floor, New York, New York 10022. Please provide us with enough information to identify you [(e.g., account number, user name, registration details)]. We also require proof of your identity and address (a copy of your driving licence or passport and a recent utility or credit card bill). Further, let us know the information to which your request relates [including any account or reference numbers, if you have them]. We may transfer your personal information to the United States in order to store and process facts, statistics, details, and other information provided by You.
The United States does not have the same data protection laws as the United Kingdom and EEA. While the European Commission has not given a formal decision that The United States provide an adequate level of data protection similar to those which apply in the United Kingdom and EEA, any transfer of your personal information will be subject to the reasonable safeguards of the General Data Protection Regulation that are designed to help safeguard your privacy rights and give you remedies in the unlikely event of a misuse of your personal information. To obtain a copy of the such safeguards please see the Guidance from the UK Information Commissioner’s Office (ICO) on your rights under the General Data Protection Regulation.
- D. Information that the Company Collects. The Company may use a variety of technologies that automatically or passively collect certain Site usage information whenever You visit or interact with us or our content found elsewhere on the internet (“Usage Information”). Usage Information may include browser type, operating system, all of the areas within our Karma Properties that You visit, including content that You browse, and the time of day, among other information. We may use Usage Information for a variety of purposes, including to enhance or otherwise improve the Karma Properties and our services. In addition, we automatically collect Your IP address or other unique identifier (“Identifier”) for the particular device You use to access the Karma Properties. An Identifier is a number that is automatically assigned to Your computer, mobile phone, or other device used to access the Karma Properties and our servers identify Your device by its Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access our Karma Properties. Usage Information is generally non-identifying, but if we associate it with You as a specific and identifiable person, we treat it as Personal Information. We may use the following methods to collect Usage Information: i) “Cookies” – Cookies shall mean a data file placed on a device when such device is used to visit one of our Karma Properties or otherwise access our online content. Cookies may be used for many purposes, including, without limitation, remembering You and Your preferences and tracking Your visits to our web pages. A Flash cookie shall mean data file placed on a device via the Adobe Flash plugin that may be built-in to or downloaded by You to Your device. Flash cookies may be used for various purposes, including, without limitation, enabling a Flash feature and remembering Your preferences. If You choose to disable cookies or to adjust Your Flash privacy settings on Your device, some features of the Karma Properties may not function properly; ii) “Web Beacons” – Web Beacons shall mean small graphic images or other web programming code called web beacons (also known as “1×1 GIFs” or “clear GIFs”) may be included in the Karma Properties’ web pages and email messages. Web beacons may be invisible to You, but any electronic image or other web programming code inserted into a web page or e-mail can act as a web beacon. Web beacons or similar technologies may be used for a number of purposes including, without limitation, to count visitors to the Karma Properties, to monitor how users navigate the Karma Properties, to count how many e-mails sent were actually opened or to count how many forwarded links were actually viewed; iii) “Embedded Scripts” – Embedded scripts shall mean a programming code that is designed to collect information about Your interactions with the Karma Properties, such as the links You click on. The code is temporarily downloaded onto Your device from our web server or a third party service provider, is active only while You are connected to the Karma Properties, and is deactivated or deleted thereafter. For the avoidance of any doubt, this list is not comprehensive, the Company may elect to use a variety of other technologies on the Karma Properties that collect Information.
- F. Information a Third Party May Collect. Third Party Companies may set and access their own tracking technologies on Your computer or mobile device (including cookies and web beacons) and they may otherwise collect or have access to information about Your visits to and activity on the Karma Properties, as well as other web Karma Properties or online services. Some of these third parties may collect personal information from You over time when You visit the Karma Properties or other Websites Properties and services. Cookies and Web Beacons, including those set by third party network advertisers, may be used to, among other things, target advertisements, prevent You from seeing the same advertisements too many times and to conduct research regarding the usefulness of certain advertisements to You. Furthermore, the Company may share Usage Information about visitors with third party advertising companies, analytics providers and other vendors for the same purposes.
- G. Opt-In/Opt-Out. The Company provides You with the option to (opt-out or opt-in) of services regarding sharing personal information with third parties for those third parties’ direct marketing purposes. You may exercise such option to opt out by clicking the “Unsubscribe” link found in the footer of such direct marketing communication or contacting the Company via email at email@example.com. The subject of the email must include “Manage Communication Subscriptions”.
You agree that You are prohibited and shall not engage in communications that could negatively impact The Company’s reputation or business.
16. No Agency.
Nothing contained in this Agreement shall be deemed or construed by the Company, or by any third person, to create an agency, partnership, joint venture, franchise, fiduciary, or employment relationship or any other association between the Parties. The Company shall not withhold any sums for income tax, social security, unemployment insurance, disability insurance, workers compensation insurance or any other withholding applicable to employees, nor shall You be eligible for any employee benefits. You are solely responsible for all taxes, insurance or other costs and agrees to hold The Company harmless from any liability with respect thereto. You may not represent him/herself as an employee of The Company.
You may not assign, transfer or sublicense any of its rights or obligations under this Agreement to a third party without the prior written consent of The Company. The Company shall have the right to assign or otherwise transfer any or all of its rights and obligations under this Agreement. This Agreement shall inure to the benefit of and be binding upon each Party’s permitted successors and assigns.
18. Third Party Rights.
The Parties do not intend for any provision of this Agreement to be enforced by or to confer any benefit upon any third party.
19. Limitation of Liability and Indemnification.
- A. Limitation.UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE COMPANY PARTIES) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. FURTHERMORE, THE COMPANY ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH KARMA PROPERTIES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MAY BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY SHALL BE LIABLE FOR. THE COMPANY’S AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT SHALL BE THE LESSER OF THE AMOUNTS PAID BY YOU TO THE COMPANY DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR FIFTY DOLLARS ($50).
- B. Limitations Period.YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE AGREEMENT, THE KARMA PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- C. No Liability for the Conduct of Third Parties or Other Users..YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER THE COMPANY NOR THE COMPANY PARTIES ARE LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY NOR THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO OPERATORS OF THIRD PARTY ADVERTISERS, PROVIDERS OF THIRD PARTY CONTENT, AND MOBILE CARRIERS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. THE SERVICE ACTS AS A VENUE AND MAY ALLOW USERS TO INTERACT WITH USERS OF THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT A PARTY TO ANY AGREEMENT BETWEEN USERS. AS A RESULT, ANY PART OF ANY ACTUAL OR POTENTIAL INTERACTION BETWEEN YOU AND ANOTHER USER IS SOLELY THE RESPONSIBILITY OF EACH USER. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE KARMA PROPERTIES. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE KARMA PROPERTIES.
- D. Indemnification.You shall fully indemnify and hold harmless the Company, the Company Parties from and against any damages, liabilities, costs and expenses, including but not limited to reasonable legal fees arising out of or relating to any claim.
- E. Release.You hereby release the Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from Your use of the Karma Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or Your use of the Karma Properties. If You are a California resident, You hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
- A. Termination.The Company may amend the services offered on Karma Properties, amend Karma Properties’ functionalities, or suspend Karma Properties for any reason, without notice to You. The Company may terminate this Agreement, without penalty, for any reason, without notice of such election to terminate. You agree that all terminations shall be made in the Company’s sole discretion and that the company shall not be liable to You or any third party for any termination to Your account. You may terminate this Agreement at any time by cancelling Your Account as set forth in Section 6.B of this Agreement.
- B. Effect of Termination.Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may also include the deletion of Your password and all related information, files and Content associated with or inside Your Account (or any part thereof), including Your Registration Data. Upon termination of any Service, Your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. The Company will not have any liability whatsoever to You for any suspension or termination, including for deletion of Your Content. The benefits of the licenses to use Your Content, likeness, and name shall all survive termination. Company may, at its sole election, use or create derivatives of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. Upon expiration or termination of this Agreement for any reason: (i) all of The Company’s remaining obligations shall terminate; and (ii) and any provisions that by their nature or terms should survive termination, shall survive.
- C. No Subsequent Registration.If Your registration(s) with or ability to access the Karma Properties is discontinued by the Company due to Your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then You agree that You shall not attempt to re-register with or access the Karma Properties or any Company community through use of a different member name or otherwise, and You acknowledge that You will not be entitled to receive a refund for fees related to those Karma Properties to which Your access has been terminated. In the event that You violate the immediately preceding sentence, the Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to You.
Please read this Arbitration Agreement carefully. It is part of Your contract with Company and affects Your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. Any dispute or difference arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination or the legal relationships established by this Agreement, shall be finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) in force at the date of this Agreement. It is agreed that: (i) the tribunal shall consist of one (1) mutually agreed arbitrator; (ii) in default of the Parties’ agreement as to the arbitrator(s), the appointing authority shall be the AAA; (iii) the place of the arbitration shall be New York; (iv) the language of the arbitration shall be in English; (v) the award shall be final and binding on the Parties and may be entered and enforced in any court having jurisdiction; and (vi) the arbitrator may not award punitive damages. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS CLAUSE MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER SUBSCRIBER OR USER. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement.
22. Injunctive Relief.
Each Party agrees that, notwithstanding anything in this Agreement to the contrary, the Company may seek to enforce its rights with respect to the protection of the Company’s confidential information through equitable relief, including but not limited to an immediate injunction, in a court of competent jurisdiction, and You waive any argument that the Company has an adequate remedy at law.
This Agreement shall be interpreted in accordance with and subject to the laws of the state of New York without regard to conflicts of laws principles. The Parties submit to the sole and exclusive jurisdiction of the Courts of the State of New York, county of New York, with regard to any or all disputes or claims arising out of or in connection with this Agreement.
24. International Users.
The Karma Properties can be accessed from countries around the world and may contain references to services and content that are not available in Your country. These references do not imply that the Company intends to announce such services or content in Your country. The Karma Properties are controlled and offered by the Company from its facilities in the United States of America. The Company makes no representations that the Karma Properties are appropriate or available for use in other locations. Those who access or use the Karma Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law. The Karma Properties are operated in the United States. If You are located in the European Union, Canada or elsewhere outside of the United States, please be aware that information we collect will be transferred to and processed in the United States. By using the Karma Properties or our features or providing us with any information, You consent to this transfer, processing and storage of Your information in the United States, a jurisdiction in which the privacy laws may not be as comprehensive as those in the country where You reside and/or are a citizen.
If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect, and such arbitrator or court shall be empowered to modify such provision to the minimum extent necessary to render it enforceable while effectuating insofar as possible the basic purposes of such provision.
This Agreement may be executed in any number of ways including facsimile, electronic transmission, or original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
The headings in this Agreement shall have no effect on its interpretation.
28. Entire Agreement.
This Agreement contains the entire agreement between You and the Company and supersedes and replaces all other prior agreements relating to the subject matter. You acknowledge that, in entering into this Agreement, You have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement. This Agreement may not be amended or modified except by written agreement signed by both Parties. No provision or breach of this Agreement may be waived except in writing signed by the Party granting such waiver. The failure or delay of any Party in exercising any rights granted under this Agreement shall not constitute a waiver of any such right. No waiver by a Party of any default shall constitute a waiver of future or subsequent default.
You acknowledge that You have read, understood, and consent to the terms contained in this Agreement. All notices to the Company, or inquiries in connection with this Agreement shall be directed to:
575 Broadway ave 5th Floor
New York, NY, 10012
California Residents: In accordance with California Civil Code §1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.