TERMS OF SERVICE
LAST UPDATED February 19, 2022
THESE TERMS OF SERVICE CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
THESE TERMS OF SERVICE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
, INCORPORATED HEREIN BY REFERENCE WHETHER OR NOT YOU HAVE REGISTERED WITH US BY CREATING AN ACCOUNT FOR THE WEBSITE. YOU MAY NOT USE THIS WEBSITE OR OBTAIN ANY GOODS OR SERVICES OR ANY LICENSE TO OR OTHER RIGHTS REGARDING ANY GOODS OR SERVICES FROM OR THROUGH THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS OF SERVICE, (B) ARE NOT THE OLDER OF (I) AT LEAST 18 YEARS OF AGE OR (II) LEGAL AGE TO FORM BINDING AGREEMENTS WITH YENCIL INC. AND ANY CONTRIBUTORS (DEFINED BELOW), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
These Terms of Service.
These Terms are entered into by and between you -- a visitor to and/or user of the Website -- and Yencil Inc., a Delaware corporation, (“Yencil,” “we,” “our,” “us”). The following terms and conditions, together with any documents such terms and conditions incorporated by reference (collectively, the “Terms”) govern your access to and use of the website located at www.yencil.com and all other websites, mobile sites, services, applications, platforms and tools where these Terms appear or are linked to (collectively, with all Content (defined below), the “Website”), including any content, functionality, services, or goods made available to you by on or through the Website, whether as a visitor or registered user.
Certain areas within the Website, certain activities involving the Website, or certain offers from us, a Contributor, or another third party may be governed by additional terms (“Additional Terms”). By using those areas of the Website, by engaging in such activities, or by taking advantage of any such offer, you agree to those Additional Terms. All such Additional Terms are incorporated into these Terms by reference, and any reference to these Terms includes any such Additional Terms.
In the event you access or use the Website in any way (including by making Contributions available through the Website for free or at a price or by purchasing or downloading any Contributions), or by taking any other action or engaging in any other conduct governed by these Terms, at the direction of or on behalf of a legal entity (including anything done through an Account (as defined below) created by and/or for such legal entity), “you” will refer to both you as the individual engaging in that action or actions and the particular legal entity you are acting at the direction or on behalf of, and these Terms will be binding on both you and the legal entity you are acting in association with. In such an event, if you are an individual, you hereby represent and warrant that you are fully authorized to bind the applicable legal entity to such agreements as may be made in connection with these Terms.
What is a Contribution and Who is a Contributor? A “Contribution” means a single digital file or asset (including .pdf, .doc, docx, .ppt, and xls. files) that a Website user uploads to the Website specifically to be available (for free or for a price, as discussed below) for download and use by other Website users, and a “Contributor” is a Website user that has uploaded one or more Contributions.
What Purchasing a Contribution Means. Unless otherwise expressly specified in these Terms or otherwise in writing by us, when these Terms discuss your “purchase” of, or you “purchasing,” a Contribution, this means only your acquisition from the applicable Contributor -- whether for a fee or free of charge – of a perpetual, nonexclusive, non-transferable, non-sublicensable, worldwide, fully paid-up royalty-free license to download that Contribution from the Website and use that Contribution solely for your personal, household, or internal business (as the case may be) purposes (a “Contribution License”). You may not use such Contribution for any other purposes or in any other manner prohibited by these Terms. Similarly, unless otherwise expressly specified on the Website or otherwise in writing by us, when these Terms discuss a Contributor’s “sale” of, or a Contributor “selling,” a Contribution, this means only that Contributor’s granting – whether for a fee or free of charge -- a Contribution License for that Contribution to a Website user.
Agreement between Contributor and Website user. In addition to setting out the terms and conditions of the agreement between you and Yencil formed by these Terms (as discussed in Section 1.1), these Terms also set out the terms and conditions of the agreement that is formed between a Contributor and another Website user when that Website user purchases, downloads, and/or uses one of the Contributor’s Contributions. You acknowledge and agree that such agreement between a Contributor and a Website user comes into legal effect at the time when a Website user’s purchase of a Contribution is confirmed by us.
Yencil is a Marketplace, not the Owner or Seller of any Contributions. Yencil is a marketplace and venue for you to learn about and purchase Contributions from Contributors. You acknowledge and agree that the applicable Contributor, not Yencil, is the legal owner and seller of any Contribution that you may purchase, and that any agreement you have for the purchase of a Contribution is between you and the applicable Contributor, and is not with Yencil. And, if you are a Contributor, you acknowledge and agree that any agreement you have for the sale of a Contribution is between you and the applicable Website user making the purchase, and is not with Yencil.
Accessing the Website; Accounts.
We reserve the right to withdraw or amend this Website or any part of it, any Contribution or any Content (defined below) in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website, any Content, or any Contribution is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are solely responsible for both (a) making all technical and other arrangements necessary for you to have access to and the ability to use the Website, or any service, feature, Contribution, Content, or other material provided on or through the Website, and (b) ensuring that all persons who access the Website, or any service, feature, Contribution, Content, or other material provided on or through the Website through your internet connection are aware of these Terms and comply with them.
You may be required, as we determine in our sole discretion, to register for an account with us (your “Account”) before you are permitted to access or use some or all of the Website’s features or services, Post (defined below) any User Content (defined below) to the Website, or purchase certain Contributions or other goods and services available through the Website. It is a condition of your use of the Website that all the information you provide to and through the Website, including any information you provide in registering, maintaining, and updating your Account, is correct, current, and complete.
If, in connection with setting up an Account or otherwise, you choose, or are provided by us with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WHOLLY LIABLE AND RESPONSIBLE FOR ALL ACTIVITIES THAT IN CONNECTION WITH YOUR ACCOUNT OR WITH THE USE OF YOUR PASSWORD, YOUR USER NAME, OR ANY OTHER INFORMATION PROVIDED TO YOU ARE PART OF OUR SECURITY PROCEDURES, WHETHER OR NOT ANY SUCH ACTIVITIES OCCUR WITH OR WITHOUT YOUR PERMISSION AND/OR KNOWLEDGE.
Our Content and Intellectual Property Rights.
The Website, as well as its entire contents, features, and functionality, including all information, software, text, displays, images, video, and audio, all User Content, and the design, selection, and arrangement thereof, and all Intellectual Property Rights therein and thereto (collectively, “Content”), are owned by us, its licensors (which may include Contributors or other Website users), or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms permit you to use the Website, the Content, and the Contributions (other than your own Contributions) only for your (as applicable) personal, household, or internal business purposes. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit the Website, the Content, or any Contributions (other than your own Contributions) for any other purpose. Except solely as expressly set forth elsewhere in these Terms, you have no right, title, or interest in or to the Website, the Content, or any Contributions (other than your own Contributions), and all rights not expressly granted herein are reserved by us or its licensors (including the Contributors). Any use of the Website, any Content, or any Contributions not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
We do not undertake to review any Content (other than Content that is provided directly by us) before it is Posted (defined below) on or made available through the Website, and we cannot ensure prompt removal of objectionable Content after it has been Posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or other Content Posted by any Website user or other third party. We have no liability or responsibility to anyone for the performance or nonperformance of any activities described in this section.
Some areas of the Website allow Website users to upload, post, provide to, or otherwise make available (collectively, “Post” and “Posting”) Contributions or other information, materials, and content, such as profile information, screenshots, comments, images, files, and other content or information on or through the Website. Any information, materials, and content that you Post or another Website user Posts to the Website (including any Contributions) is "User Content". User Content includes logos, trademarks and service marks, trade names, and other information Posted by Website users, which may be used by us for marketing and promotional purposes pursuant to the license you grant us to your User Content in Section 6.3 below.
You must abide by all Terms that are applicable when you Post User Content or otherwise interact with other Website users. You are solely responsible for your interactions with other Website users. We have no responsibility or liability for your interactions with other Website users or any Website user's actions or inactions. We reserve the right, but have no obligation, to monitor disputes between you and anyone else using the Website.
User Content License Grant. By Posting any User Content on the Website, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Website and our business, including for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. In addition to any licenses to download and use your Contributions you may grant to other Website users pursuant to these Terms, you also hereby grant each other Website user a non-exclusive license to access your User Content through the Website as permitted through the functionality of the Website and by these Terms solely for their personal, household, or internal business purposes (as the case may be).
Yencil Community Standards. Any User Content (including any Contributions) Posted to the Website must fully comply with the “Yencil Community Standards.” This means such User Content must in its entirety comply with all applicable federal, state, local, and international laws and regulations, and (and without limiting the foregoing) such User Content may not include anything that:
is pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory:
may create any risk of harm, damage, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, any animal, or any property;
seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise;
violates the Intellectual Property Rights or other legal rights (including the rights of publicity and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms.
contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
ipromotes racism, bigotry, hatred, or physical harm of any kind against any group or individual;
contains any information or content that is illegal (including the disclosure of insider information under securities law or another party's trade secrets);
contains any information or content that you do not have a right to make available under any law or because of any of your contractual or fiduciary relationships;
contains any information or content that you know is not correct and current; or
impersonates any person, or misrepresent your identity or affiliation with any person or organization or that gives the impression that they emanate from or are endorsed by Yencil or any other person or entity if this is not the case;
is likely to deceive any person; or
except to the extent expressly permitted elsewhere in these Terms, involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; provided, however, that User Content may consist of information and other materials that advertises and promotes a Contribution and that it is available for purchase through the Website.
Prohibited User Conduct.
You may use the Website and the Content, and may Post, sell, purchase, download, and use any Contributions, only for lawful purposes and only in accordance with these Terms. Except to the extent expressly permitted elsewhere in these Terms or otherwise in writing by us, you may not engage in any Prohibited User Conduct.
“Prohibited User Conduct” means any use of the Website or the Content, or any Posting, selling, downloading, and using any Contribution, in any way that:
violates these Terms, any local, state, federal or international law, rule or regulation, or any rules of conduct we Post concerning the Website, the Content, or any Contributions;
reveals any personal information about another individual, including another person's address, phone number, e-mail address, credit card number, or any information that may be used to track, contact, or impersonate that individual;
attempts to impersonate any other party or misleads us or others as to the origins of your communications,
tricks, defrauds or misleads us, any Website users or other third parties or involves you knowingly providing false or inaccurate information to us, any Website users, or other third parties;
makes improper use of our support services or submits false reports of abuse or misconduct;
without our prior written consent, engages in any commercial activities, including any attempt to raise money for anyone or advertises or promotes a product, service, website, pyramid scheme, or other multi-tiered marketing scheme;
creates or transmits unwanted electronic communications such as "spam," to other Website users or otherwise interferes with the use and enjoyment of the Website, the Content, or any Contributions by any other Website user;
disparages, tarnishes, or otherwise harms, in our opinion, us, the Website, the Content, or any Contributions;
introduces (whether intentionally or unintentionally) any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful (collectively, “Viruses”);
except as may be the result of standard search engine or Internet browser usage, uses or launches, develops or distributes any automated system, including any spider, robot, cheat utility, scraper or offline reader that accesses the Website, the Content, or any Contributions, or uses or launches any unauthorized script or other software;
covers or obscures any notice, banner, advertisement, or other branding on or in the Website or any Content;
interferes with or circumvents any security feature of the Website, the Content, or any Contributions or any feature that restricts or enforces limitations on use of or access to the Website, the Content, or any Contributions; or
involves sharing your access to the Website, the Content, or any Contributions or any other information downloaded or collected from the Website, the Website, the Content, or any Contributions with any other person without, in the case of a Contribution, the Contributor’s prior written consent, and in all other cases, without our prior written consent unless expressly permitted in these Terms.
Any prices listed for a Contribution or any other products, goods, or services that may be available for purchase through this Website are subject to change without notice. Unless expressly stated otherwise, such prices do not include any taxes, duties, payment card fees, or other charges that you may be responsible for, and these will be added to your purchase total. We are not responsible for any pricing, typographical, or other errors in any offer by us, by a Contributor, or by another third party. We reserve the right to, in our sole discretion, cancel any purchase arising in connection with any such errors and facilitate the refund of monies you may have paid.
Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received before we confirm a purchase. Payment may only be made with a valid credit card, debit card, or use of those bona fide electronic payment providers (i.e., PayPal) that the Website indicates are accepted (collectively, “Payment Cards”). By using a Payment Card, you represent and warrant that (i) all Payment Card information you supply to us or any third-party payment processor is true, correct, and complete, (ii) you are duly authorized to use such Payment Card for such purchase, (iii) charges incurred by you will be honored by your Payment Card issuer or provider (“Payment Card Company”), (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes and other amounts (if any), and (v) you have the full right and authority to make the purchase in the manner elected without violating any applicable law, rule, or regulation. You will be solely responsible for any fees or charges you may incur in connection with using a Payment Card.
We have contracted with a third-party payment processor to facilitate purchases made through the Website. When you make a purchase through the Website, you will provide your payment details and any additional information required to complete your purchase directly to our third-party payment processor. You should be aware that online payment transactions are subject to validation checks by our payment processor and your Payment Card Company and we are not responsible if your Payment Card Company declines to authorize payment for any reason. For your protection, our payment processor uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Please note, your Payment Card Company may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our payment processor may use third parties under strict confidentiality and data protection requirements in connection with such payment processing services.
We may choose not to process or accept any purchase you attempt to make through the Website at our sole discretion. The acceptance of your offer to purchase a Contribution, and the formation of an agreement between the applicable Contributor and you that is made pursuant to these Terms concerning that Contribution, will not take place unless and until you have received a confirmation email from us confirming the purchase.
All Purchases are Final; No Returns or Refunds. YOU ACKNOWLEDGE AND AGREE THAT, (a) ANY PURCHASES OF CONTRIBUTIONS OR ANY OTHER PRODUCTS, GOODS, OR SERVICES THROUGH THE WEBSITE IS FINAL ONCE CONFIRMED BY US, AND (b) NEITHER WE NOR ANY CONTRIBUTOR WILL BE OBLIGATED TO (i) PROVIDE OR BE LIABLE FOR ANY PARTIAL OR COMPLETE REFUND FOR, OR ACCEPT THE RETURN OF, ANY CONTRIBUTION OR OTHER PRODUCT, GOOD, OR SERVICE YOU PURCHASE THROUGH THE WEBSITE OR (ii) ALLOW YOU TO EXCHANGE ANY CONTRIBUTION OR OTHER PRODUCT, GOOD, OR SERVICE YOU HAVE PURCHASED THROUGH THE WEBSITE FOR ANOTHER CONTRIBUTION OR OTHER PRODUCT, GOOD, OR SERVICE.
No Pre-Screening, Warranties, or Guarantees.
Any information or other Content (defined below) presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of any Content. Any reliance you place on any Content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on any Content by you or any other Website user or visitor, or by anyone who may be informed of any Content.
This Website may include Content provided by third parties, including User Content Posted by other Website users. All statements and/or opinions expressed in such Content, and all articles and responses to questions and other Content, other than the Content provided directly by Yencil, are solely the opinions and the responsibility of the person or entity providing that Content. Such Content does not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for what is included in or the accuracy of any Content provided by any third parties.
We do not pre-screen Contributors, other Website users, Contributions, or other User Content for any purposes, and except as may be expressly stated elsewhere in these Terms, we do not make any representations, warranties, guarantees, or endorsements about any Contributor, any Contributions, or any other Content Posted to the Website in connection with a Contribution (for example, screenshots of a Contribution, product specifications about a Contribution, etc.) by any Contributor, other Website users, or other third parties.
Additional Terms for Contributors.
Pricing Your Contributions. Subject to any limitations that may be included in these Terms, you may set the purchase price for any of your Contributions at your sole discretion. Unless and until you specify a different purchase price for a Contribution in your Account, the default price for your Contributions will be Zero Dollars ($0) – i.e. your Contributions will be available free of charge.
Stripe Connected Account Agreement. The payment processing services made available to Contributors in connection with Priced Sales (defined below) are provided by Stripe, Inc. and its affiliates (collectively, “Stripe”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service and any other terms and conditions incorporated therein by reference (collectively, the “Stripe Service Agreement”). By acting as a Contributor, you agree, to the extent applicable, to be bound by the Stripe Services Agreement (which may be modified from time to time by Stripe) in connection with all your activities as a Contributor. As a condition of us enabling payment processing services through Stripe, you agree to provide only true, accurate, current, and complete information about yourself to us and to Stripe and to update such information as necessary to maintain its truth and accuracy. You also authorize us to share such information and other transaction information related to your use of the payment processing services provided by Stripe.
Contributor Representations and Warranties. In addition to any other of these Terms that apply to you as a Website user or a Contributor, you also represent, warrant, and covenant as to the following:
You have and will continue to have the full right, power, and authority to enter into the agreement formed pursuant to these Terms between you and us and the agreement between you and any Website user that purchases a Contribution from you and to fully perform all of your obligations set forth in these Terms so long as such agreements have legal effect.
Your Contributions and all parts thereof are and will remain owned and controlled by and/or licensed to you, and your use of the Website in the capacity of a Contributor or otherwise is and will remain permitted by applicable law and by all applicable rightsholders. You retain and will continue to retain all Intellectual Property Rights in and to any Contributions currently or previously available through the Website required for you to grant the licenses set forth in these Terms to us and to other Website users.
You making your Contributions available for purchase, downloading, and/or use on and through the Website does not and will not constitute your engagement in any Stripe Prohibited Activities. “Stripe Prohibited Activities” means any activities that, according to the Stripe Service Agreement (in particular, the section entitled “Prohibited and Restricted Businesses”), Stripe does not permit or requires its prior written approval for you to use its services in connection with. If Stripe provides its prior written approval of your use of its services in connection with any of your Contributions that may require such approval, you will provide evidence of such approval reasonably acceptable to us before Posting such Contributions to the Website.
We may now and in the future exercise its rights to use and otherwise deal with your Contributions as set forth in these Terms without any liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
You do not and will not provide inaccurate, misleading, or false information to us or any other Website users regarding yourself or any of your Contributions.
You do not and will not use the Website to direct Website users to other services or sites to purchase your Contributions or any digital goods substantially similar to any of your Contributions. (To be clear, we are not saying you cannot sell your Contributions elsewhere, but you may not use the Website to direct any to other services or sites where they may purchase your Contributions or any digital goods substantially similar to any of your Contributions.)
By using the Website to sell your Contributions to Website users, you agree to pay all of our fees and costs for such transactions and to assume full responsibility and liability for the content of your Contributions. You acknowledge and agree that we may choose in our sole discretion to no longer enable the sale of any of your Contributions through the Website.
In the event that you are not in full compliance with any of these representations, warranties, and covenants, you must immediately notify us in writing in reasonable detail about such noncompliance. For the avoidance of doubt, any such notification does not excuse or cure any noncompliance.
Contribution Delivery. You must ensure that nothing in a Contribution of yours (except as we may require in our sole discretion) would act as a barrier to its immediate download and/or use following download by a Website user purchasing that Contribution.
Disputes over Purchases of Contributions. The Website may host a resolution process for transactions when a Website user claims that a Contribution they purchased was not received, or the Contribution they received was different from what was described in the Contribution description provided by the Contributor. We may also otherwise take a more active role in ensuring transaction problems are resolved. However, you understand that we are not obligated to do so. You agree to permit us to make a final decision, at our sole discretion, about any such disputes. We reserve the right to fix any processing errors we discover by debiting or crediting your Balance.
Purchaser Information. You agree that we have no obligation to share any identifying information about any Website user that purchases a Contribution from you and that we will have no liability for not doing so.
Payouts of Amounts Received for Priced Sales.
A “Priced Sale” means a sale of a Contribution when the price for the Contribution is greater than Zero Dollars ($0). The “Contributor Fees” means the amounts received from Website users for Priced Sales of your Contributions minus all amounts that we may charge you or otherwise deduct in connection with such Priced Sales (the “Yencil Fees”). The Contributor Fees resulting from Priced Sales of your Contributions will be paid to you and accumulate as part of your balance (your “Balance”).
In addition to being subject to these Terms and any other applicable Additional Terms, the Yencil Fees, Contributor Fees, Balances, and Payouts are also subject to our Yencil Payment Terms
. Please check the Yencil Payment Terms on a regular basis as they constitute Additional Terms and, as such, may be changed at our sole discretion at any time. Any changes to the Yencil Payment Terms will apply to all sales and purchases of Contributions occurring after such updates have become effective according to these Terms.
Unless otherwise agreed by you and us in writing, we will send payouts of your Balance (“Payouts”) according to timeframes and conditions set out in the Yencil Payment Terms, and using the method you agree to use during the Payout setup process. Available Payout methods are subject to change.
We reserve the right to withhold payment or deduct from your Balance any amounts otherwise due to us under these Terms or any amounts we determine are due to us as a result of your breach of these Terms pending our investigation of such breach.
To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your Account, which includes applicable tax information. If we believe that we are obligated to obtain tax information, and you do not provide this information to us after we have requested it, we may withhold Payouts until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information.
Any third-party fees related to returned or canceled payments due to a contact or payment information error or omission may be deducted from any subsequent Payout.
You agree to pay all applicable taxes or charges imposed by any government entity, any payment processor, or any third party in connection with any Priced Sales or otherwise in connection with your use of the Website.
If you dispute the calculation of Yencil Fees or Contributor Fees in connection with your Balance or any Payout, you must notify Yencil in writing within thirty (30) days of any Payout that you believe may be adjusted in connection with such a dispute. Failure to so notify Yencil will result in the automatic, irrevocable waiver by you of any claim relating to such disputed calculation or any related Payout.
Payouts will be calculated solely based on records maintained by us. No other measurements or statistics of any kind will be accepted by us or have any effect under these Terms.
We may withhold any taxes or other amounts from payments due to you as required by law. To protect against the risk of liability, we may request that our payment service provider hold any amounts otherwise payable to you pursuant to these Terms based on certain factors, including selling history, seller performance, the riskiness of a particular kind of Contribution, or your filing of a dispute claim.
Contributors are Independent Contractors. Neither Yencil nor any Contributor will be deemed to be an agent of the other for any purpose, and the relationship between Yencil and any Contributor will only be that of independent contractors. Except as may be expressly set forth in these Terms, neither Yencil nor any Contributor will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.
Publicity. You may not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (a) relating to these Terms; (b) using our name or referencing the Website; or (c) suggesting or implying any endorsement by us of you and/or any Contribution without our prior written approval, which we may withhold in its sole discretion.
The trademarks, service marks, and logos of Yencil (the “Yencil Trademarks”) used and displayed in connection with the Website and the Content are registered and unregistered trademarks and service marks of Yencil. Other business, company, product, and service names located on the Website or otherwise used in connection with the Website, the Content, or Contributions may be trademarks or service marks owned by third parties including Contributors (“Third-Party Trademarks”, and, collectively with the Yencil Trademarks, the “Trademarks”). Nothing on or made available to you on or through the Website or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website or otherwise used in connection with the Website, any Content, or any Contributions without our prior written consent specific for each such use. The Trademarks may not be used to disparage us or any applicable third party, this Website, our or any third party’s products or services, or in any manner that we think may damage any goodwill in any Trademarks. Use of any Yencil Trademarks as part of a link to or from any website is prohibited without our prior written consent. All goodwill generated from the use of any Yencil Trademark will inure to our benefit.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Website, any Content or any Contributions (collectively, “Feedback”) that you provide to us are non-confidential and we will be entitled to the unrestricted use and dissemination of any such Feedback for any purpose, commercial or otherwise, without your acknowledgment or compensation to you.
The Website may contain links to third-party websites, services, or other resources on the Internet, including those operated by Contributors or other Website users, sponsors, advertisers, and social media networks (collectively, “Third-Party Websites”), and, likewise, Third-Party Websites may contain links to the Website. These links are provided solely as a convenience to you and not as an endorsement by us of any Third-Party Website or any content on a Third-Party Website. Such Third-Party Websites and their content are developed and provided by others. You should contact the applicable operator or administrator of a Third-Party Website if you have any concerns regarding those links or any content located on that Third-Party Website. We are not responsible for the content of any Third-Party Websites and do not make any representations regarding the content or accuracy of any materials on such Third-Party Websites. You should take precautions when accessing or downloading files from all websites to protect your computer and other equipment from Viruses and other destructive programs. If you decide to access any Third-Party Websites, you do so at your own risk. You acknowledge and agree that we will 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 content, goods, or services available on or through any Third-Party Websites.
Monitoring and Enforcement; Termination.
We have the right to, at any time, for any or no reason in our sole discretion, and without notice to you:
remove or refuse to Post or prohibit you from Posting any Content, including any Contributions or other User Content;
take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms, including the Yencil Community Standards
, infringes any Intellectual Property Rights or other rights of any person or entity; threatens the personal safety of users of the Website or the public, or could create any liability for us;
disclose your identity or other information about you to any third party who claims that User Content Posted by you violates their rights including their Intellectual Property Rights or their right to privacy;
take appropriate legal action, including, referral to law enforcement, for any illegal or unauthorized use of the Website; and,
terminate or suspend your access to all or part of the Website, disable any user name, password, or other identifier, whether chosen by you or provided by us, terminate your Account, refuse service to you, and/or cancel any purchases or sales you make or other transactions you may enter into through the Website. In the event we cancel any of your purchases, you will promptly receive a complete refund of any amounts you have paid through the Website.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone Posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS YENCIL, ITS AFFILIATES, AND ITS AND THEIR LICENSORS, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Disclaimer of Warranties.
THE WEBSITE, THE CONTENT, AND ALL CONTRIBUTIONS ARE PROVIDED OR MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU ACKNOWLEDGE THAT YOU ACCESS AND USE THE WEBSITE, THE CONTENT, AND ANY CONTRIBUTIONS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, THE CONTENT, AND ALL CONTRIBUTIONS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, YENCIL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS AND THEIR LICENSORS DO NOT WARRANT THAT ANY CONTENT IS ACCURATE, RELIABLE, OR CORRECT; THAT THE WEBSITE, THE CONTENT, OR ANY CONTRIBUTION WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE, THE CONTENT, OR ANY CONTRIBUTION WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR WILL BE UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE WEBSITE, THE CONTENT OR ANY CONTRIBUTION WILL BE CORRECTED; OR THAT THE WEBSITE, THE CONTENT OR ANY CONTRIBUTION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTRIBUTORS OR OTHER CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DOWNLOADED OR OBTAINED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE WEBSITE, THE CONTENT, OR ANY CONTRIBUTION. YENCIL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTRIBUTION OR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY THIRD-PARTY WEBSITE. YENCIL WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY WEBSITE OR ANY OTHER THIRD-PARTY PROVIDER OF PRODUCTS OR SERVICES.
Disclaimer of Damages.
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY, IN NO EVENT WILL YENCIL, ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, OFFICERS, MANAGERS, DIRECTORS, AGENTS, AFFILIATES, SUPPLIERS, LICENSORS, CO-BRANDERS OR PARTNERS (COLLECTIVELY, "YENCIL PARTIES") BE LIABLE HEREUNDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR ANY OTHER DAMAGES OF LIKE KIND WHATSOEVER (HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT OR OTHERWISE), INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER COVER, OR ANY OTHER SIMILAR COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, NOR WILL ANY YENCIL PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM ANY ACT OR OMISSION OF A THIRD PARTY.
WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YENCIL ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (a) ERRORS, MISTAKES, TYPOGRAPHICAL ERRORS, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE, THE CONTENT OR ANY CONTRIBUTION; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF ANY INFORMATION TECHNOLOGY SYSTEMS, EQUIPMENT, AND SERVICES USED BY US AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (d) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (e) ANY VIRUSES THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE, THE CONTENT, OR ANY CONTRIBUTION; or (f) ANY ERRORS OR OMISSIONS IN ANY CONTRIBUTIONs OR OTHER CONTENT, ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE PURCHASE, DOWNLOADING, OR USE OF ANY CONTRIBUTIONS OR OTHER CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT), OR AS A RESULT OF THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
LIMITATION OF LIABILITY.
THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF THE YENCIL PARTIES FOR ALL COSTS, LOSSES, OR DAMAGES FROM ALL CLAIMS, ACTIONS, OR SUITS HOWEVER CAUSED OR ARISING FROM OR IN RELATION TO THE WEBSITE, THE CONTENT, AND THE CONTRIBUTIONS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) ALL AMOUNTS PAID OR DUE FROM YOU, IF ANY, FOR ACCESS TO OR USE OF THE WEBSITE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM (NO MATTER WHEN PAYMENTS WERE ACTUALLY MADE). THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IS NOT INTENDED TO, NOR DOES IT REQUIRE, THE RELINQUISHMENT OF ANY NON-WAIVABLE RIGHT AFFORDED TO YOU BY LAW.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Yencil Parties from and against any claims, actions, or demands, including reasonable legal and accounting fees, arising or resulting from your breach of these Terms, or in connection your access to, use or misuse of the Website, the Content or any Contributions, or in connection with any Feedback, any Contributions or other User Content you provide to us, Post, or otherwise make available to Website users. We will provide notice to you of any such claim, suit, or proceeding that triggers this indemnification obligation, and you agree to do the same by writing to us at email@example.com. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
Governing Law and Jurisdiction.
All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Illinois.
Dispute Resolution and Binding Arbitration.
YOU AND YENCIL ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE WEBSITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING, CONFIDENTIAL ARBITRATION.
In the event arbitration involves a claim, dispute, or controversy between us and Contributor (in their capacity as such)(a “Contributor Dispute”), the arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (the "AAA Rules") then in effect (the AAA Commercial Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. Such arbitration shall be conducted in Chicago, Illinois at the AAA office closest to Yencil’s principal place of business.
In the event of any claim, dispute, or controversy other than a Contributor Dispute, the arbitration will be administered by the AAA in accordance with the Consumer Arbitration Rules (the "AAA Consumer Rules") then in effect, except as modified by this Section 18. (The AAA Consumer Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision, these Terms, or any agreement between you and Yencil and/or you and a Contributor formed, in whole or in part, pursuant to these Terms, is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
If you prevail on any claim that affords the prevailing party attorneys' fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
In the event of any claim, dispute, or controversy other than a Contributor Dispute, you may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within sixty (60) days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR ANY OTHER WEBSITE USERS OR YENCIL WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST US OR ANY WEBSITE USER(S) IN COURT OR IN ARBITRATION OR TO OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of the arbitration agreement included in these Terms is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced. This agreement to arbitration will survive the termination of your relationship with us.
You acknowledge that Yencil would be irreparably damaged in the event of your breach or threatened breach of any of the terms set forth in Sections 5-7, 10.3, 10.9, and 11 and you agree that, notwithstanding anything in Section 20 or elsewhere in these Terms to the contrary, in the event of such a breach or a threatened breach, Yencil will be entitled to an injunction from a court of competent jurisdiction (without any requirement to post bond) to prevent such breaches of the Terms and to enforce specifically the terms set forth Sections 5-7, 10.3, 10.9, and 11 in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which we may be entitled, at law or in equity.
Your Compliance with Applicable Laws; Contributions Not for Resale or Export.
You agree to comply with all applicable laws and regulations of the various states and of the United States including all Export Regulations (defined below) in connection with your access and use of the Website and/or any Content, your Posting of any User Content, or your sale, purchase, downloading and/or use of any Contributions. You represent and warrant that you are using the Website and engaging in any of the other activities listed in the prior sentence for your own (as applicable) personal, household, or internal business use only, and not for resale or export. Contributions purchased from the Website may be controlled for export purposes by export regulations, including the Export Control Reform Act of 2018 (ECRA) (Title XVII, Subtitle B of Pub. L. No. 115-232), the Export Administration Regulations (15 C.F.R. 768-799) for which ECRA is a permanent statutory authority, the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, "Export Regulations").
The Website is controlled and operated from its facilities in the United States. We make no representations that the Website, the Content, or any Contribution is appropriate or available for use in other locations. Those who access or use the Website, the Content, or any Contribution from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable laws and regulations, including export and import regulations, and all laws related to protection and transfer of data and personally identifiable information. You may not use the Website, the Content, or any Contribution if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
Changes to these Terms.
Please note that these Terms (including any Additional Terms) are subject to modification by us without prior written notice at any time, at our sole discretion, by Posting the changes on the Website and/or sending you an email or message about the changes. Changes to these Terms will be effective upon the Posting of the changes to the Website unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the Website in any way following the date and time when any changes become effective constitutes your acceptance of the modified Terms. If you do not agree with these Terms as they have been modified, you must immediately cease all accessing and use of the Website for any purpose. The agreement between you and us formed by these Terms may not be otherwise amended except as expressly agreed to in a writing signed by Yencil and yourself. Likewise any agreement between a Contributor and another Website user regarding the purchase of a Contribution formed by these Terms may not be otherwise amended except as expressly agreed to in a writing signed by both the applicable Contributor and applicable other Website user.
To You. We may provide any notice to you under these Terms by (i) sending a message to an email address you provide or (ii) by Posting a notice to the Website. Notices sent by email will be effective when we send the email and notices we provide by Posting on the Website will be effective upon Posting. It is your responsibility to keep your email address current.
To Us. To give us notice under these Terms, you must contact us as follows: (i) by email to firstname.lastname@example.org provided the receipt of any such email is acknowledged by a non-automated response, or (ii) by personal delivery, overnight courier, or registered or certified mail to Yencil Inc., P.O. Box 802674, Chicago, IL 60680. We may update the email or address for notices to us by Posting a notice on the Website. Notices provided by personal delivery will be effective immediately. Notices provided by email or overnight courier will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective three (3) business days after they are sent.
Whenever the words "include", "includes" or "including" are used in these Terms, they shall be deemed to be followed by the words "without limitation". The words "hereof", "herein" and "hereunder" and words of similar import when used in these Terms shall refer to these Terms as a whole and not to any particular provision of these Terms. The definitions contained in these Terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. The headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.
Important Note for New Jersey Consumers.
To the extent you use of the Website is done in your capacity as a consumer residing in New Jersey, then, notwithstanding anything to the contrary elsewhere in these Terms, the following provisions of these Terms do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) in Section 16, the disclaimer of liability for any indirect, incidental, punitive, special, exemplary, or consequential damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code, and New Jersey Consumer Fraud Act); (b) in Section 16, the limitation on liability for lost profits or loss or misuse of data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) in Section 16, application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability, or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (d) in Section 18, the requirement that you indemnify us (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (e) in Section 19, the governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).
Copyright Infringement Matters.
Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"). Copyright-infringing materials found on the Website can be identified and removed via our process set out below, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.
If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the written information specified below. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. We do not and will not make any legal decisions about the validity of your claim of infringement or the possible defenses to a claim. When a clear and valid notice is received pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing content or blocking access to it. We may contact the notice provider to request additional information. Under the DMCA, we are required to take reasonable steps to notify the user who Posted the allegedly infringing content ("Alleged Infringer"). The Alleged Infringer is allowed under the law to send us a counter-notification. Notices and counter-notices are legal notices distinct from regular Website activities or communications. We may publish or share them with third parties at our sole discretion (in addition to producing them pursuant to a subpoena or other legal discovery request). Anyone making a false or fraudulent notice or counter-notice may be liable for damages under the DMCA, including costs and attorneys’ fees. Any person who is unsure of whether certain material infringes a copyright held by such person or a third party should contact an attorney.
To file a DMCA notice, the copyright owner must send us a notice in the form of a written letter by regular mail or email only. We reserve the right to ignore a notice that is not in compliance with the DMCA, and we may, but are not obligated to, respond to a non-compliant notice. A DMCA notice must:
- Specifically identify the Contribution or Content that the copyright owner claims is infringing upon copyrighted work. The copyright owner must provide information reasonably sufficient to enable us to locate the item on the Website. The copyright owner should provide clear screenshots of the allegedly infringing materials for identification purposes only. The information provided should be as detailed as possible;
- Provide information sufficient to permit us to contact the copyright owner directly: name, street address, telephone number, and email (if available);
- If available, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred);
- Include the following statement: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law";
- Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed";
- Be signed; and
- Be sent to our DMCA designated agent at the following address:
DMCA Designated Agent
P.O. Box 802674
Chicago, IL 60680