All references to "us," "our" and "SITEAPPS" in this Agreement are intended to refer to SITEAPPS and its subsidiaries and affiliate entities.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING ANY PART OF THE SITEAPPS PLATFORM AND THE SERVICES. BY USING OR ACCESSING ANY PART OF THE SITEAPPS PLATFORM AND/OR THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND ALL THIRD-PARTY AGREEMENTS REFERENCED HEREIN AND YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; IF YOU DO NOT AGREE, DO NOT USE OR ACCESS THE SERVICES AND THE SITEAPPS PLATFORM.
As a condition to using the Services, You may be required to create an account (“Account”), by registering a password and an user name ("ID" or Your e-mail) and to provide other information requested by SITEAPPS. You are solely responsible for the information provided during the Account registration process. You represent and warrant that the information You provide to SITEAPPS on registration and, at all other times, will be true, accurate, current and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times and that You will be the sole user of Your Account.
You may not (i) select or use as an ID a name of another person with the intent to impersonate that person; or (ii) use as an ID a name subject to any rights of a person other than You without appropriate authorization. SITEAPPS reserves the right to refuse registration of, or cancel an Account at any time, at its discretion.
As You will be responsible for all activities that occur under Your Account, You should keep Your password confidential. You are solely responsible for maintaining the confidentiality of Your Account and password and for restricting access to Your computer, and You agree to accept responsibility for all content posted and activities that occur under Your Account or password. If You have reason to believe that Your Account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of Your password, or any credit, debit or charge card number), You will immediately notify SITEAPPS. You may be liable for the losses incurred by SITEAPPS or others due to any unauthorized use of Your Account.
Notwithstanding the foregoing, SITEAPPS will use commercially reasonable efforts to protect user information collected by us, including personally identifiable information, from unauthorized access or use and will promptly report to You any unauthorized access or use of such information.
You shall comply with the conditions for the use of the SITEAPPS Platform and the Services, as follows:
a) You must familiarize Yourself with the details of this Agreement and the third-party agreements referenced herein;
b) You must be at least 18 years old;
c) You must not be a competitor of SITEAPPS Platform, Application or Services;
d) You are solely responsible for the safety, confidentiality, and authorization of all materials and information that You place on the SITEAPPS Platform;
f) You must not mislead or harass other End-Users;
g) You shall be legally permitted to use the Services, and take full responsibility for the selection and use of the Services;
h) You shall be responsible for obtaining and maintaining any equipment or ancillary Services needed to connect to, access the SITEAPPS Platform and the Services, including, without limitation, modems, hardware, software, and long distance or local telephone Services;
i) You understand that by using the SITEAPPS Platform and the Services You may be exposed to content that You may find offensive, indecent or objectionable and that, in this respect, You use the SITEAPPS Platform and the Services at Your own risk.
j) The SiteApps Platform allows you to deploy its Services in multiple websites under your registered account. Each website account must be used only to that specific domain. You can choose to contract Services and Applications only for a specific website. You must observe that the SiteApps Platform subscription and its Applications are website-specific, you are not allowed to use paid services and Applications contracted for one website to another website under your registered account. Development and staging environments for the website, inaccessible by the general public, are allowed to deploy the tag for testing purposes.
In connection with Your use of any part of the SITEAPPS Platform and the Services, we may send you service announcements, administrative messages, advertisements, notifications, notices, upcoming events and other information. You may opt out of some of those communications.
SITEAPPS has the right to constantly innovate the Services. You acknowledge and agree that the form and nature of the Services which SITEAPPS provides may change from time to time without prior notice to You.
You acknowledge and agree that SITEAPPS may cease (permanently or temporarily) the performance of the Services to You or to other end-Users at SITEAPPS’ sole discretion, without prior notice to You. SITEAPPS shall have no liability in case of non-availability, access failure or malfunction of the SITEAPPS Platform, even permanently or temporarily.
You acknowledge and agree that if SITEAPPS disables access to Your Account, You may be prevented from accessing the Services, Your Account details or any files or other content which is contained in Your Account.
SITEAPPS may also impose limits on certain features and Services or restrict your access to parts or all of the Services without notice or liability.
You understand that the Applications and all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which You may have access to as part of, or through Your use of, the Services are the sole responsibility of the person from which such content originated. SITEAPPS reserves the right (but shall have no obligation) to sublicense, transfer, reproduce, adapt, translate, publish, publicly perform, publicly display, distribute, control, pre-screen, review, flag, filter, modify, refuse or remove any or all content from any Services and SITEAPPS Platform.
You agree that You are solely responsible for any Application, information and content that You create, transmit or display while using the Services and for the consequences of Your actions (including any loss or damage which SITEAPPS may suffer) by doing so. By submitting, posting or displaying any Application, information and/or content on or through the SITEAPPS Platform or the Services, You give SITEAPPS a worldwide, sub-licensable, transferable, non-exclusive, terminable, limited license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute any Application, information and/or content for the sole purpose of enabling SITEAPPS to provide You with the Services in accordance with the Agreement.
You consent and agree that SITEAPPS have the right and ability to access, monitor, use or disclosure any Application, information and content that You create, transmit or display while using the Services and accessing the SITEAPPS Platform and all and any Application, information and content or part of such Application, information and content will be made available by SITEAPPS to Google for the sole purpose of enabling SITEAPPS to provide You with the Services in accordance with the Agreement.
If SITEAPPS becomes aware that any Application, information and content that You create, transmit or display while using the Services or accessing the SITEAPPS Platform or an Your use of an Application or the Services violates the “Acceptable Use Policy (Google AppEngine)”, SITEAPPS will immediately suspend the Application or the Services, remove the Application, information or content, or suspend Your access to Your Account (as may be Applicable) until such violation is corrected.
Despite the foregoing, if there is an Emergency Security Issue, such as (a) Your use or any and all use of the Service in violation of the “Google Cloud Platform Acceptable Use Policy” https://developers.google.com/cloud/terms/aup and “Google App Engine Terms of Service” https://developers.google.com/appengine/terms , which could disrupt (i) the Services; (ii) other User’s use of the Services; (iii) any network or server used to provide the Services; or (iv) unauthorized third party access to the Services, then SITEAPPS may automatically suspend Your offending Account, the Application or the Services. Suspension will be the minimum extent required, and of the minimum duration, to prevent or terminate the Emergency Security Issue. If SITEAPPS suspends Your Account, the Application or the Services, for any reason, without prior notice, at Your request, SITEAPPS will provide You the reason for the suspension as soon as is reasonably possible.
SITEAPPS may process and store an Application, information and content in the United States or any other country in which SITEAPPS or its agents and business partners maintain facilities. By using the Services, You consent to this processing and storage of the Application, information and content.
Some products and Services of the Services may require payment of fees. User shall pay all applicable fees, according to the "Payment Policy" http://siteapps.com/site/terms/4 and as described on the SITEAPPS Platform in connection with such for-fee Services purchased by End User. SITEAPPS Platform reserves the right to change its price lists and to institute new charges at any time in its sole discretion, effective immediately. Notwithstanding the foregoing, any such price increase shall not apply to You for a period of 6 (six) months, in case you have purchased such product or Service before such increase. After the expiry of that period, You will be charged by the new price. If you do not agree to the new fees, please stop using the Service and cancel Your plan purchased.
In case You have interest in publishing Your Applications for the distribution at the SITEAPPS Platform or acquiring Applications from third parties, You shall also be subject to the SITEAPPS' "Developer Agreement" http://siteapps.com/site/terms/3 or the "End User License Agreement" http://siteapps.com/site/terms/2, respectively.
Integration of the SITEAPPS Platform with Google Analytics. If You accept the integration of the SITEAPPS Platform with Google Analytics, by clicking the “I Accept” button in the SITEAPPS Platform, You should comply with any applicable law and with the “Google APIs Terms of Service” https://developers.google.com/terms/ .
You also acknowledge and agree that Google API allows the submission of Your content to SITEAPPS. You give SITEAPPS a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to host, store, copy, scrape, build databases, create permanent copies, keep cached copies longer than permitted by the cache header reproduce, adapt, modify, translate, create derivative works, publish, publicly perform, publicly display, distribute, sell, lease, lend, convey or sublicense such content. You agree that this license includes a right for SITEAPPS to make such content available to other companies, organizations or individuals with whom SITEAPPS has relationship for the provision of syndicated services, and to use such content in connection with the provision of those services.
You may not accept such integration if (a) You are not You are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which You are resident or from which You use the APIs.
We may use the information that we receive from you to contact you via email and to send newsletters, promotions and relevant information regarding the SiteApps Platform, its Applications and/or Partners.
We may use the information that we collect from your website through the SiteApps platform, integrations (such as Google Analytics) and its Applications to create studies, market reports, marketing materials, and commercial offerings that may be sent to you directly or released to the general public. These Materials will always present/use aggregate data and will never identify you, your website or its users individually.
Targeting and Segmentation Features
SITEAPPS Platform is also capable of capturing information, previously defined by the owner of a Website to group Internet users that browse websites where the TAG is installed according to rules predefined by the owner of the Website.
Based on the rules defined by the owner of the Website, the system groups persons with similar browsing characteristics, making the information available for other systems to target the exhibition of contents, with items that could be of interest to this group.
The browsing information of the users, as well as other information captured by the SITEAPPS Platform and/or registered in the SITEAPPS Platform are exclusive to SITEAPPS.
By registering in the SITEAPPS Platform www.siteapps.com, You agree with all the terms established below.
You are aware that all client’s data are those in connection with the characteristics and activities of the visitors of Your website, which are collected by using the TAG and are then forwarded to the Servers and analyzed by the SITEAPPS Platform.
TAG is a Tracking Code of SITEAPPS Platform, installed on Your page on the Web, to collect data from users. This data is stored on the servers of SITEAPPS Platform.
By using the settings, one establishes the standards according to which users will be classified.
After its installation on Your Website, the SITEAPPS Platform will automatically collect the information supplied by users.
SITEAPPS does not assume any liability for the content inserted in Your Website and in the affiliated sites; nor for the truthfulness, accuracy or correction of the information inserted in Your Website and in the affiliated sites.
You will not use the SITEAPPS Platform to track or collect personal identifiable information (PII) from internet users, and will not associate (not permit third-parties to associate) any data collected from its Web pages (or the Web pages of third parties) with any PII from any source as part of its use of the Service (or of the use of these third parties).
You are aware and agree that all and any information obtained through use of SITEAPPS Platform and/or configured in the SITEAPPS Platform will be held by SITEAPPS, it being established that the latter may use it as most convenient to it, except for cases in which a third-party expressly requests its use through the OPT-OUT process in the SITEAPPS Platform.
You are aware and agree that tracking or collecting any information related to: (a) children under 13 without parental consent; (b) sensitive consumer information without opt-in consent; (c) retrospective Non-PII merged with PII without Opt-in consent; (d) prospective Non-PII merged with PII without Opt-in consent; (e) Non-PII without clear and conspicuous is prohibited. Thus, You are aware and agree that SITEAPPS may, at its sole discretion, remove Your Account immediately upon becoming aware of any of these uses.
You are aware and agree that SITEAPPS Platform’s Facebook Connect Integration (e.g. OpenGraph API usage) is subject to: (i) Facebook’s Statement of Rights and Responsibilities; (ii) Facebook’s Principles; (iii) Facebook’s Policies. Thus, You agree to operate SITEAPPS Platform in accordance with these Guidelines. SITEAPPS Platform’s Facebook Connect Integration should never be used to target banner ads or any kind of advertisement. SITEAPPS will not be liable in any way in connection with the misuse or interaction with the SITEAPPS Platform’s Facebook Connect Integration. It is Your responsibility to use or interact with it.
Notwithstanding other restrictions set forth in this Agreement, You acknowledge and agree that You are prohibit to:
a) Exploit the SITEAPPS Platform in any unauthorized way, including but not limited to, by trespass, burdening network capacity or using the Services, SITEAPPS Platform other than for authorized purposes;
b) "Stalk", harass, threaten, or defraud other End-Users;
c) Send, post, publish or make available illegal, pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or inappropriate content or messages in the SITEAPPS Platform or content that promotes hate or incitement of violence or that violate intellectual property rights of third Parties, including, but not limited to patent, copyright, trademark, trade secret or other proprietary right;
d) Transmit any worms or viruses or any code of a destructive nature through the SITEAPPS Platforms or any Application submitted thereon;
e) Impersonate another person or access another End-User’s Account without permission;
f) Misrepresent the source, identity, or content of information transmitted via the SITEAPPS Platform;
g) Use the SITEAPPS Platform for any illegal or unlawful purpose;
h) Interfere with any security-related features of the SITEAPPS Platform or otherwise attempt to gain unauthorized access to the SITEAPPS Platform, or any part of them, other Accounts, computer systems or networks connected to the SITEAPPS Platform, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the SITEAPPS Platform or any activities conducted on the SITEAPPS Platform;
i) Intentionally interfere with the operation of the SITEAPPS Platform or any End User’s enjoyment of it;
j) Use the SITEAPPS Platform in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the SITEAPPS Platform;
k) Modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, re-distribute, perform, display, or in any way exploit the SITEAPPS Platform, its content or any of Services in whole or in part;
l) Decompile, reverse engineer, disassemble, attempt to derive the source code of any software or security components of the Services or of the SITEAPPS Platform;
m) Use of the SITEAPPS Platform, its content or the Services to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited;
n) Publish material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity right, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant SITEAPPS all of the license rights granted herein.
The SITEAPPS Platform is solely owned and operated by SITEAPPS. The visual interfaces, graphics, design, compilation, information, computer code, products, software, Services, and all other elements of the SITEAPPS Platform provided by SITEAPPS, including without limitation any artwork, visual art and any combination thereof are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for the applications developed by third parties, all materials contained on the SITEAPPS Platform are the property of SITEAPPS and/or third-party licensors.
All trademarks, Services marks, and trade names related to the Services and to the SITEAPPS Platform are proprietary to SITEAPPS and/or third-party licensors. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the materials available in the SITEAPPS Platform.
You agree that all content and materials delivered via the Services or otherwise made available by SITEAPPS Platform directly at the Site are protected by copyrights, trademarks, Services marks, patents, trade secrets or other proprietary rights and laws, and are owned by SITEAPPS and/or third-party licensors. Except as expressly authorized by SITEAPPS or by the third party holder in writing, You shall not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. Reproducing, copying or distributing any content, materials or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of SITEAPPS or third parties holder.
You hereby agree and grant SITEAPPS a limited, non-exclusive license to use your name, logo, and any other sign in connection with the Services, for the purposes of including such information in presentations, marketing materials, marketing events, press releases, events, customer lists, and in any other report, as well as for any other institutional purposes.
You agree that SITEAPPS may place such advertising on the Services. Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by SITEAPPS on the Services are subject to change without specific notice to You.
Term and Termination
SITEAPPS may change, suspend or discontinue the Services, cease the availability of the SITEAPPS Platform to You and terminate the Agreement at any time, including the availability of any feature, database, or content at SITEAPPS’ sole discretion without prior written notice. You do not need to inform SITEAPPS when You cease the use of the Services. Notwithstanding the foregoing, in order to stop being charged Fees You must cancel any active subscriptions within the SITEAPPS Platform.
If SITEAPPS reasonably believes the Services infringes a third-party intellectual property rights, then SITEAPPS will: obtain the right for You, at SITEAPPS’ expense, to continuing using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Service so that it no longer infringes.
If SITEAPPS does not believe the foregoing options are commercially reasonable, then SITEAPPS may suspend or terminate Your use of the impacted Service.
Upon termination of this Agreement with You, SITEAPPS reserves the right to disable Your ID and Your Account at any time and all rights and licenses granted to You by SITEAPPS will cease, including Your right to access the SITEAPPS Platform, and You agree to destroy any and all SITEAPPS Confidential Information that is in Your possession or control.
The SITEAPPS Platform may contain links to other pages of third parties. SITEAPPS has no control, influence or liability with respect to the content or to such sites. SITEAPPS also does not endorse any such linked sites or the information, material, products or Services contained on other linked sites or accessible through other linked sites. Furthermore, SITEAPPS makes no express or implied warranties with regard to the information, material, products, or Services that are contained on or accessible through linked sites/content.
Modification of this Agreement
When using SITEAPPS Platform, You may be subject to any additional posted guidelines or rules including, but not limited to notices which are applicable to specific activities and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into this Agreement.
You agree that You are solely responsible for any breach of Your obligations under this Agreement, for any applicable third party contract or terms of Services, or any applicable law or regulation and for the consequences of Your actions (including any loss or damage which SITEAPPS or any third party may suffer) by doing so.
You agree to defend, indemnify and hold harmless SITEAPPS and its respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) Your use of the SITEAPPS Platform in violation of this Agreement, or any applicable laws or regulations, (b) Your use that infringes any copyright, trademark, trade secret, trade dress, patent or other right of any person or defames any person or violates their rights of publicity or privacy, and (c) any third party claims arising out of or relating to Your unauthorized use of the SITEAPPS Platform.
Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of Your use of the SITEAPPS Platform may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies we may have at law.
Limitation of Liability
SITEAPPS provides the SITEAPPS Platform "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SITEAPPS IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICE. SITEAPPS DOES NOT WARRANT THAT THE SERVICES AND THE SITEAPPS PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED. NOR THE SERVICES OR THE SITEAPPS PLATFORM ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL SITEAPPS AND/OT ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE BY SITEAPPS PLATFORM OR PERFORMANCE OF THE SERVICES. SITEAPPS AND/OR ITS SUPPLIERS’ LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE EQUIVALENT IN REAIS OF US$50.00. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF COMPANY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ALL CASES, SITEAPPS AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
All business and technical information, whether in written or oral form and including, but not limited to, technical know-how, specifications, strategies, policies, quality control standards, instructions and procedures, which the Parties may disclose to the other, shall be received and retained by the Parties and their employees, agents and representatives, as strictly confidential and, except as otherwise expressly specified, may not be disclosed to any third party or to any person within its organization not having the need to know. The above shall not apply with respect to information which:
a) Was already in the public domain at the time of receipt from the Parties, or which comes into the public domain without breach of an obligation assumed hereunder;
b) Was already known by the Parties at the time of receipt from the other Party and was not acquired directly or indirectly from the Parties on a confidential basis;
c) Becomes known to the Parties on a non-confidential basis received through a third source whose acquisition and disclosure were entirely independent, not in breach of any obligation hereunder and not on a confidential basis;
d) The disclosure of which is approved by one of the Parties in writing;
e) A party is required by Law to disclose such Confidential Information; provided, however, that in such an event specified the party that receives the Confidential Information shall provide the other party with prompt prior written notice of such required disclosure and only disclose that portion of the Confidential Information that such party is advised by counsel to be legally required.
Each party represents that it has full power and authority to enter into the Agreement.
You shall have to comply with an appropriate non-disclosure policy and will comply with all the applicable laws, in connection with the collection of information from visitors of Your website. You shall publish a non-disclosure policy, which shall contain a notice in connection with Your use of the SITEAPPS and the cookies, which collects anonymous traffic data and all other information useful for SITEAPPS. You shall inform the existence of a non-disclosure policy of SITEAPPS, specifying that the user may opt for not authorizing the use of its information and indicating the web address for the user to perform the OPT- OUT process. You shall also include in your website the following link so that users can execute OPT-OUT process: http://siteapps.com/web/optout
Except as explicitly stated otherwise, legal notices will be served to the email address You provided to SITEAPPS during the registration process. Notice will be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, the Parties may give legal notice by mail to a postal address. In such case, notice will be deemed given three (3) days after the date of mailing.
Without limiting the foregoing, under no circumstances shall SITEAPPS be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third Parties, or loss of or fluctuations in heat, light, or air conditioning.
This Agreement and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by SITEAPPS without restriction, provided that assignee is bound to the terms and conditions of this Agreement.
The Parties will at all times be independent contractors and will so represent themselves to all third Parties. Nothing in this Agreement shall be construed to create a partnership, agency relationship, or joint venture between the Parties hereto. No Party has any authority under this Agreement to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of any other Party.
This Agreement does not create any legal relationship, of any nature, of Licensor with the Affiliate sites and/or third parties linked to Licensee. In any event, Licensee shall answer exclusively, and Licensor never, to the same, in the event of any claim in relation to the Software or its Functions.
If any provision of this Agreement is deemed to be illegal or unenforceable by any court of competent jurisdiction, (a) such provision shall be deemed to be severable from the remainder of this Agreement, (b) the effect of such determination shall be limited to such provision to the extent reasonably practicable, and (iii) the validity, legality and enforceability of such provision in any other jurisdiction shall not in any way be affected or impaired thereby.
The failure of any Party to insist upon strict performance of the provisions hereof shall not be construed as a waiver of future compliance and no waiver of the provisions hereof by such Party shall be deemed to have been made unless expressed in writing and signed by such Party. Any provision of this Agreement may be amended if, but only if, such amendment is in writing and signed by each Party hereto.
If any dispute arises between the parties concerning the construction, interpretation or application of any of the provisions of this Agreement, whether during the term or after the termination of this Agreement for whatever reason, such dispute will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with such rules. The place of arbitration will be Miami, Florida and the language to be used in the arbitration proceedings will be English. Both the parties agree to be bound by the determination in such arbitration and to bear one-half of the cost of such arbitration. This clause shall not apply to the terms of this Agreement concerning restrictions against disclosure of confidential material or any matter in which injunctive relief is sought.
This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.
Last update: 2013-08-19