DISCO Terms of Service
Effective 01 September, 2017
2. As discussed further below, both You and DISCO agree, with the limited exceptions noted below, to resolve all disputes between You and Us through BINDING ARBITRATION as further provided below. ARBITRATION MEANS THAT YOU AND DISCO ARE EACH WAIVING THE RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION / PRIVATE ATTORNEY GENERAL ACTION. These Terms may be amended by DISCO from time to time. Please periodically review the controlling, online version of these Terms. By continuing to use the Site subsequent to Us making available to You any amended version of these Terms, You thereby acknowledge, agree and consent to such amendment.
3. YOU CONSENT TO ENTERING THESE TERMS ELECTRONICALLY, AND TO THE STORAGE OF RECORDS RELATED TO THESE TERMS IN ELECTRONIC FORM.
4. When using the Site, You are subject to all the displayed rules and policies. Such rules and policies are hereby incorporated by reference into these Terms. We may also offer other Products and/or Services that are governed by different terms. If any of the terms for a specific service conflict with these Terms, the terms of that service (the "License Agreement") govern solely for the purposes of that service.
5. We do not represent the Site is governed by or operated in accordance with the laws of any other nation, or that the Site or any portion thereof is appropriate or available for use in any particular location. If You choose to access the Site, You do so at Your own risk, and You are responsible for complying with all local laws, rules and regulations.
6. We provide Users with access to communications tools, which may be accessed through any medium or device now known or hereafter devised, including websites, software, applications and other platforms that deliver and receive information through a network of properties. Unless explicitly stated otherwise, any new tools/platforms that alter or improve the current or later developed or designed Site shall be included in the definition of "Site.”
7. You may access portions of the Site without registering. However, in order to access some portions and features of the Site, You will be required to register an Account (see H. below) with and sign into the Site. You are responsible for maintaining the confidentiality of Your User name, password and other information used to register and sign in to the Site, and You are fully responsible for all activities that occur under this password and User name. Please immediately notify us of any unauthorized use of Your Account or any other breach of security by contacting Us via email to firstname.lastname@example.org. In the event You use the Site over any cellular/mobile devices, You hereby acknowledge that Your carrier’s normal rates and fees, such as excess broadband fees, will still apply.
8. You are responsible for obtaining access to our Products and/or Services. That access may require You to obtain services from third parties (such as access to the Internet or wireless data services). In addition, You must provide and are responsible for all equipment necessary to access our services.
A. Legal Agreement
A.1 These Terms are a legal agreement between You and Us and contain important information regarding Your legal rights, remedies and obligations. By accessing, browsing or otherwise using the Site, You: (i) acknowledge You have read, understand, and agree to be bound by these Terms; (ii) agree to comply with all applicable laws, rules and regulations with respect to Your use of the Site; and (iii) represent You are an adult or are emancipated and have the legal capacity to enter into contracts in the jurisdiction where You reside.
B. Where Are You?
B.1. In order for the Site to be able to maximize its benefits and features, it needs to know where You are located. Therefore, You agree to allow DISCO to utilize GPS and other available signals to identify Your detailed device and location information. Additionally, in order to keep the Site updated and accurate, and to provide You with maximum features, DISCO will keep a history of Your locations and preferences while using the Site. You explicitly agree and consent to all such activity.
C.1. SyndiGate Media Inc. includes its trustees, officers, directors, shareholders, employees, attorneys and agents (current and past) and any parents, affiliates and subsidiaries, individually and collectively, and any related individuals or entities.
C.2. Affiliated Parties means SyndiGate Media Inc. Al Bawaba Middle East Limited, Al Bawaba FZ-LLC and any related individuals, parents, affiliates and subsidiaries, and any of their trustees, members, directors, officers, shareholders, employees, representatives, consultants, attorneys, agents, suppliers, distributors, licensees or licensors.
C.3. Content means all the content, information, materials, Products and Services which appear on the Site, including, but not limited to, ideas, suggestions, documents, posts, reports and/or proposals submitted to or disseminated by Us, whether by webpage feedback, email or through any other means, and includes all information, data, text, URLs, software, music, video, photographs, graphics, messages, tags, audio and other forms of media which contain information and/or images.
C.4. Post or Posting means any text, image or other data submitted to Us in conjunction with the viewing and/or use of Our Site, Our Products and Our Services.
C.5. Personally Identifiable Information or PII includes individually identifiable information about a living individual consumer collected online by Us from that individual who has voluntarily provided it, including any of the following: (1) a first and last name; (2) a physical address, including without limitation a street name and name of a city, town or other locality; (3) an e-mail address; (4) a telephone or fax number; or (5) any other identifier that permits the physical or online contacting of a specific individual.
C.6. Service or Services and Product or Products mean any of the Site or other products or services provided or offered by Us, including those described in these Terms, whether through a website or application owned, maintained or controlled by Us, through a social network, a mobile application, on a mobile telephone or otherwise.
C.7. User means any individual who uses our Products and/or Services whether that individual does so on his or her own behalf or on behalf of his or her employer or other authorized third party.
E. User Qualifications
E.1. We require an individual to be at least 18 years old to be a User on Our Site. This Site is not directed toward children under 18 years of age nor do We knowingly collect information about children under 18. If You are under 18 years of age, You are not permitted to submit any PII to Us. If a parent becomes aware any of his/her children has submitted PII to us, please immediately notify Us via email to email@example.com
E.2. If We find out You are under 18 years of age, We will promptly, upon notice, cancel Your Account and delete all of Your Content. If You are a minor, You should not be accessing our Site.
E.3. If You wish to report an Account created for a minor, please contact us via email to firstname.lastname@example.org
E.4. If You had an Account with Us which was previously terminated by Us or You otherwise had Your access to Our Site terminated, You will not be permitted to become a User without Our express consent, which We may give or withhold in Our absolute discretion.
a. Individual use: You represent that You are of legal age to form a binding contract or are emancipated, and are not a person barred from receiving our Content under the laws of the United Kingdom or any other applicable jurisdiction. If You register on behalf of Your employer for any of Our Services, You affirm that all the information You provide during any registration process is true, accurate, current and complete.
b. Business use: If You register for or use Our Services on behalf of an employer, that employer accepts these Terms and You represent and warrant that You are authorized to accept these Terms on behalf of that employer.
F. Intellectual Property Rights Ownership
F.1. SyndiGate Media Inc. and its affiliates, subsidiaries, distributors, vendors, contractors, licensors and/or licensees are the exclusive owners or licensees of all the Content on the Site (the “Content”) which is provided in connection with the Site, including but not limited to any software, application and website, and of all related intellectual property rights therein, including, but not limited to, all copyrights, moral rights, trademark and patent rights (the “IP”). Our Content includes, but is not limited to, all features, content, audio clips, video clips, editorial content, functions, services, software, algorithms, designs, objects, documentation, know-how, code, data, art, graphics, animation, photographs, images, text, music, sound effects, audio and/or audio-visual elements, downloadable materials, look-and-feel, design, layout, organization, presentation, User interface, navigation and stylistic convention of the Site.
F.2. All trademarks, trade names, copyrights, logos and service-marks (collectively, the “Marks”) related to Our IP are Our exclusive property. Unauthorized use of any of the Marks or of any word, term, name or symbol that is likely to cause confusion or mistake with respect to the User's connection or association with DISCO, or Our approval or sponsorship of the User’s products or services, or that is likely to dilute any of Our Marks is strictly prohibited by law. All third party trade names, trademarks, logos, copyrights and service marks, if any, that appear in or on the Site are the property of their respective owners.
F.3. You do not acquire any ownership interest in any IP or the Marks by accessing, browsing or otherwise using the Site, except as otherwise described in these Terms or any License Agreement. You may not use, reproduce, copy, modify, distribute, transmit, display, perform, publish or otherwise exploit, through any means or media, any of Our IP or Marks or any of the Site’s Content or Services.
F.4. You will not use any proprietary information or materials in any way whatsoever except for the use of the Site in compliance with these Terms. No portion of the Site or any of its Contents may be reproduced in any form or by any means, except as expressly permitted in these Terms or any License Agreement.
F.5. You may not otherwise share, syndicate, reproduce, distribute, communicate to the public, make available, adapt, publicly perform, link to, or publicly display any proprietary Content or any adaptations thereof unless express set forth in the Terms or any License Agreement.
F.6. We may prevent unauthorized use of the Site via technological means designed to protect Our Products and Services. You agree not to circumvent or attempt to circumvent these means. You agree that any attempted or actual circumvention or otherwise unauthorized use by You or anyone on Your behalf will result, at minimum, in the termination of all Your rights under these Terms and to Our Products and Services.
F.7.A. On condition of Your acceptance of these Terms, We grant You a non-exclusive, limited, non-transferrable, non-sub-licensable, freely revocable license to use the Site for Your personal or commercial use only as provided elsewhere herein. DISCO reserves all rights not expressly granted herein. We also reserve the right to terminate at any time Your license to use the Site, Products and/or Services for any reason and, at our discretion, to charge for commercial usage.
F.8. DISCO chooses the Internet sites through which any Site Content is made available. However, DISCO does not license the use of the Site’s Content. You are solely responsible for determining the extent to which You may use any such Site contents. DISCO does not accept any liability related to the Site’s contents.
F.9. THE USE OF THE SOFTWARE OR ANY PART OF DISCO’S CONTENT, EXCEPT FOR USE OF THAT CONTENT AS PERMITTED IN THESE TERMS, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF DISCO AND OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT, TRADEMARK AND/OR PATENT INFRINGEMENT.
F.10. DISCO, its logo, and other DISCO and SyndiGate trademarks, service marks, graphics, and logos used in connection with the Site and its Content are trademarks or registered trademarks of Company in the United Kingdom and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Site and its Contents may be the IP of their respective owners. You are granted no right or license with respect to any of the aforesaid IP and any use of such IP, except by way of any License Agreement to which you are a party
G. Our Access Rules
G.1. You warrant and agree that, while accessing or using the Site, You will not use it to:
- Violate any law (including without limitation laws related to torts, contracts, export controls, patents, trademarks, trade secrets, copyrights, defamation, obscenity, rights of publicity, or other rights) or encourage or provide instructions to another to do so;
- Post any Content containing unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, pyramid schemes, or any other form of unauthorized solicitation;
- Post any Content containing sweepstakes, contests or lotteries, or otherwise related to gambling;
- Post any Content containing copyrighted materials, or materials protected by other intellectual property laws, that You do not own;
- Post any Content for which You have not obtained all necessary written permissions and releases;
- Misrepresent any fact (including without limitation Your identity or age):
- Post any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including by engaging in any denial of service attack or similar conduct;
- Exceed Your authorized access to any portion of the Site;
- Collect or store personal data about anyone;
- Modify without written permission from DISCO any part of the Site;
- Obtain or attempt to access or otherwise obtain any Content or information through any means not intentionally made available or provided for through the Site;
- Exploit errors in design, features and/or bugs which are not documented in order to gain access that would otherwise not be available;
- Use any robot, spider, scraper, or other automated means to access the Site for any purpose;
- Knowingly and/or maliciously make false claims or assertions;
- Take any action that imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure; or
- Interfere or attempt to interfere with the proper working of or activities conducted on the Site, or bypass any measures We may use to prevent or restrict access to the Site.
G.2. When You access or use the Site, You further warrant and represent that You will not engage in any of the following activities, some of which may also expose You to civil and/or criminal liability (and if You are an employee acting on behalf of an employer, any one of them may also lead to termination of Your employment):
- unless specifically authorized by Us, submit Content of a commercial nature (including advertising), including but not limited to (i) offering to third parties a service of Your own or Your employer that uses the Site; (ii) reselling, or offering to rent or lease the Site; (iii) offering the Site to the public via communication or integrate it within a service of Your own or of Your employer, without Our prior written consent;
- hack, attack, copy or alter any Content on the Site or obtain, or attempt to gain, unauthorized access to Our Site and/or other computer systems, materials, information or any Content available on or through the Site through any means, including through means not intentionally made publicly available or provided through the Site;
- engage in any automatic or unauthorized means of accessing, logging-in or registering in connection with the Site, or obtaining lists of Users or other information from or through the Site, including any information residing on any server or database connected to the Site;
- use the Site or any of its Content in any manner that could interrupt, damage, disable, overburden and/or impair the Site or interfere with any other User’s use and enjoyment of the Site, including, but not limited to, sending chain letters, pyramid schemes, mass unsolicited messages or “flooding” servers;
- engage in flooding, harvesting of email addresses or other personal information, spidering, “screen scraping,” “database scraping,” or any other activity whose purpose is to obtain lists of Users, their personally identifiable information and/or any other information We maintain about Users of the Site;
- remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Site or any of its Content or any code embedded in or on Our Site or on a third party website or application, and/or Our software or any software on any third party website or application;
- submit any Content to the Site or on any third party website or application that falsely expresses or implies that Content is sponsored or endorsed by DISCO;
- use the Site or any of Our Content in violation of DISCO's intellectual property (including but not limited to patent, copyright and trademark) or other proprietary or legal rights or those of any third party;
- use the Site to violate the security of any computer network or transfer or store illegal material;
- use false information or impersonate any person or entity or misrepresent Your affiliation with any other person or entity, whether actual or fictitious, including any User or any person or entity otherwise affiliated with DISCO;
- post, upload, transmit, publish, reproduce or otherwise disseminate through any Content that We determine in Our sole discretion: (i) is unlawful, harmful, harassing, offensive, fraudulent, threatening, abusive, libelous, defamatory, invasive of privacy, vulgar, obscene, hateful, or otherwise infringes Our or any third party’s intellectual property or other rights; (ii) is derogatory or harmful to DISCO's reputation or that of any Affiliated Parties; (iii) is harmful to children in any manner; (iv) seeks to or discriminates against any individual based on race, gender, gender identity, ethnicity, religion, occupation, political view, socioeconomic class, national origin, sexual preference, physical or mental handicap or on any other basis; (v) poses a risk to a person's safety, security or health; (vi) personally identifies any other person without obtaining such person’s express written consent to the disclosure of his or her personal information, and/or (vii) encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit;
- use an inappropriate User name or screen name;
- use tools which anonymize Your Internet Protocol address to access Our Site;
- attempt (or encourage or support anyone else’s attempt) to circumvent, reverse-engineer, decrypt, or otherwise alter or interfere with the Site or any of its Content; or modify, adapt, disassemble, decompile, translate, reverse engineer or otherwise attempt to discover the source code or structure, sequence and/or organization of the Site or any portion of the Site, except where required by applicable local law(s), and then only to the extent required by such local law(s);
- submit false or misleading information to DISCO;
- violate the intellectual property, contractual, personal or other rights of any individual or entity, or promote or constitute illegal activity;
- seek to use or actually use the personally identifiable information of any User, any third party or any individual associated with DISCO in any manner not approved in writing in advance by that individual;
- mislead, defraud or trick DISCO or any Users, especially if You are seeking to learn sensitive information about Users or their accounts, including User names, passwords and/or personally identifiable information;
- transmit, disseminate or use any spam, malware, viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms, or other objectionable materials, or any other malicious or invasive code, or program or upload or transmit (or attempt to do so on Your own or by or through any third party on Your behalf) any material that acts as a passive or active information collection or transmission mechanism, including but not limited to, clear graphics interchange formats, pixels, web bugs, cookies or similar devices;
- other than as the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, but not limited to, any spider, robot, bot, cheat utility, scraper or off-line reader that accesses Our Site, or use or launch any unauthorized script or other software;
- knowingly or maliciously make false claims about anyone or report instances or behavior that never took place (the making of a false report can lead to discipline, including termination of Your employment, and other serious consequences);
- obscure or cover any notice, banner, advertisement or other branding in or on the Site; and/or
- circumvent, interfere with or seek to interrupt or disturb any security feature of the Site and/or any feature that restricts or enforces limitations on the use of or access to the Site.
G.3. The foregoing examples of unlawful Content are made solely for illustrative purposes and do not constitute an exhaustive list of restricted Content or prohibited activities.
G.4. You agree that all Content, whether publicly posted or privately transmitted through our Services, are the sole responsibility of the person who posted such Content. This means that You are solely and entirely responsible for all Content that You upload, post, email, transmit, or otherwise make available via Our Products and Services on behalf of Your employer. We do not control the Content posted via Our Products and Services and do not guarantee the accuracy, veracity, truthfulness, integrity, or quality of such Content. We are not liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred because of the use of any Content posted, emailed, transmitted, or otherwise made available through Our Content. You agree to comply with all applicable laws and regulations when using Our Content. Any unauthorized reproduction, publication, further distribution, or public exhibition of the materials provided on Our Site, in whole or in part, is strictly prohibited. We are not liable for that Content. We only collect and process information in accord with Our Products and Services.
G.7. You acknowledge that we may establish general practices and limits concerning use of Our Products and Services, including without limitation the maximum number of days that We will retain uploaded Content, the maximum amount of Content that may be sent from or received by a User's Account, the maximum size of any Content that may be sent from or received by a User through Our Products and Services, the maximum disk space that will be allotted on Our servers to host Content associated with a User's Account, and the maximum number of times (and the maximum duration for which) any User may access Our Products and Services in a given period of time. You agree that We have no responsibility or liability for the deletion or failure to store any Content maintained or transmitted using Our Products and Services. You further acknowledge that We may modify our general practices and limits from time to time. You also consent to us storing Your Content on our servers.
G.8. DISCO, in its sole discretion, may decide the duration of the publication of any Content, its location, when and how it appears in or on the Site, its design and any other matter pertaining to the publication of Content in or on the Site. Content submitted by Users does not reflect the views of DISCO. The fact that DISCO permits any Content to be published does not warrant the validity, reliability, veracity, truthfulness, accuracy, timeliness, or legality of that Content.
H. Account Services
H.2. We reserve the right to terminate any Account and/or to refuse Products and/or Service to any User, without prior notice, at any time and for any or no reason. Without limiting the above, if We, in Our absolute discretion, find that the User has violated these Terms more than once, We will, in appropriate circumstances, permanently terminate that User’s Account. Users have the right to cancel their Account at any time, with thirty (30) days' notice, by directing a written request via email to email@example.com, or in writing to SyndiGate Media Inc., c/o Al Bawaba Middle East Limited, The Plenary, 4th Floor, 74 Abdel Hamid Sharaf Street, P.O. Box 142460, Amman 11844, Jordan.
I. Third-Party Websites/Applications
I.2. We do not warrant that a third party cannot decrypt Your information should a third party come into possession of or have access to the device(s) You use to access Our Products and Services. We recommend that Users implement all the security features on each of their devices, including any password or locking functions, to protect those device(s) and the confidentiality of Your information. To the extent that You connect to Our Products and Services by way of third party wireless networks, We cannot guarantee that those communications will not be intercepted by others. You agree that We will not be liable for any damages for any loss or disclosure of personal information or other damages occurring in communication over networks and/or platforms outside Our control. From time to time, We may issue updates to Our Products and Services. Depending on the update, You may not be able to use Our Products and Services until You have downloaded the latest updates and accepted any new Terms.
I.3. We reserve the right, at Our sole discretion, to terminate, suspend, cancel or alter access to third-party platforms at any time. You expressly release Us from any and all liability arising from Your use of any third-party platforms and their services or contents. Your dealings with providers found on those third-party platforms, including payment for or delivery of goods and/or services, and any other terms, including, but not limited to warranties, are solely between You and those providers. You specifically agree that We are not responsible for any loss or damage of any sort resulting or arising from Your dealings with those third party platforms and/or their providers.
J. Licenses and Authorized Uses of DISCO Content.
J.A.1. The DISCO Content Marketplace offers access to licensed Content for syndication, republishing, or similar reuse. By way of example, the DISCO Content Marketplace is suitable for editors at news and press publications, broadcasters, media and creative agencies, corporate brands and the like. Only pre-approved Users will be granted access to DISCO Content Marketplace and User applications are granted or rejected at the sole and absolute discretion of DISCO.
DISCO Content Marketplace Content made available on either a Pay-Per-Use (PPU) basis, for a fixed license fee or sold as a package of credits which permits the User to use a set amount of Content in the proscribed period of time. Approved Users pay for the Content they republish or otherwise reuse and not for access only. As such, We offer post-pay accounts or the content can be purchased using a credit card or other approved means of electronic payment.
DISCO Content Marketplace Users are permitted to republish or otherwise reuse Content, according to the rights they specify on the order page to which Users must agree. Users are then permitted to download any Content which they have purchased. Examples of usage rights include: Broadcast use (TV or radio); re-use in a magazine; re-use in an app or other mobile use, re-use in a newsletter; re-use in a newspaper; re-use on an advertising supported website; or re-use on a brand’s content marketing website.
DISCO Content Marketplace Users must also adhere to any daily, weekly or monthly limits set by DISCO concerning the volume of Content which may be republished or otherwise reused. For example, a User may be limited to a number of articles per day, week or month.
DISCO Content Marketplace Users must also adhere to any distribution/publication restrictions, archiving limitations, take-down requests and the like from DISCO, or from the copyright holder of the Content being republished or otherwise reused. Any such requirements will be displayed on the Content order page in the DISCO Content Marketplace.
Unless indicated otherwise, neither SyndiGate Media Inc. or the DISCO Content Marketplace service guarantees that all of the photos or images that are associated with the licensed content services in DISCO Content Marketplace are rights-cleared and available for republishing, or other re-use, without prior permission from the owner or creator of the photo or image.
Unless indicated otherwise, it is the responsibility of the DISCO Content Marketplace User to ensure that the necessary rights are in place to republish, or otherwise re-use each image or photo within DISCO Content Marketplace.
Neither SyndiGate Media Inc. or the DISCO Content Marketplace service accept any responsibility where the republishing or re-use of non-licensed photos or images infringes on any intellectual property right of a third party or any other third party right.
The DISCO Content Marketplace User shall defend, indemnify, save and hold harmless SyndiGate and its officers and directors from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees arising from or related to the use of non-licensed photos or images.
Prior to a DISCO Content Marketplace User's account being taken live, the DISCO Content Marketplace User will be clearly informed by either the content curation team or the sales team at DISCO Content Marketplace about which licensed content services include photos or images that are fully rights cleared for republishing, or other re-use.
J.A.2. DISCO Database offers access to licensed Content for research purposes only. Access is restricted to only viewing the Content available in and through the database. That Content may not be republished or otherwise distributed outside of the User's organisation. DISCO Database Content is accessed on either a Pay-Per-View (PPV) or subscription fee basis. DISCO's Database also offers post-pay accounts, or the Content may be purchased using a credit card or other approved means of electronic payment.
J.B. Usage Standards:
When a DISCO Content Marketplace User orders, downloads or copies Content from the DISCO Content Marketplace, the User will be billed for the Content, regardless of whether or not actual use of the Content occurs;
When a User orders, downloads, or copies Content from the DISCO Content Marketplace, that download will count towards any daily, weekly or monthly limits set by DISCO concerning the Content volume permitted;
Furthermore, when a User orders, downloads, or copies Content from the DISCO Content Marketplace, that download will count towards any allocated credits, where the Content is sold as part of a package of Content credits.
J.1. Any Content which is subject to a subscription fee, will require payment of that amount in accord with the terms of the Service; upon compliance with that payment methodology, YOU MAY, subject to any restrictions set out in these Terms:
J.1.A. Use that Content for analysis, research, media monitoring, academia, and for other authorized purposes as further described in the terms and conditions of that License Agreement and these Terms; if there is a conflict between these Terms and the License Agreement, the License Agreement governs.
J.1.B. Use Content (whether in full or partially) for editorial or other publication or republication purposes or cite it in any paper, article or other publication, regardless of whether or not published in any media, only if permitted by the License Agreement and then only if credit is given. Credit must be given in accord with the provisions of the relevant License Agreement. If there are no such provisions in the License Agreement, then credit must be given adjacent to the Content and must at least include the source and acknowledge the intellectual property rights associated with that Content.
J.1.C. Only if permitted by the License Agreement, use Content as design elements in video, film, or television broadcasts provided that a reasonably prominent credit to the content provider is included in the credits.
J.1.D. Use Content after the subscription period ends.
J.C. Content Provider Credit & Attribution:
When republishing or otherwise re-using the licensed Content, DISCO Content Marketplace Users must give credit in accord with the relevant License Agreement. If there is no such provision in the License Agreement, then credit to the original content provider must be given adjacent to the Content being re-published or otherwise re-used and must at least include the source name and acknowledge the intellectual property rights associated with that Content. All Content within the DISCO Content Marketplace displays and offers the User the original content provider’s name, a downloadable logo, as well as the copyright notice. DISCO Content Marketplace Users may use one or more of these Content provider credit elements when republishing or otherwise re-using the licensed Content. If the User fails to give the appropriate credit to the original o Content provider, this may result in access to the affected Content service being removed from the User’s account.
J.D. Content Provider Branding Guidelines:
When republishing or otherwise re-using the licensed Content, DISCO Content Marketplace Users must adhere to any special branding guidelines displayed by the original Content provider as provided in the relevant License Agreement as displayed on the Content download page. Failure to adhere to any special branding guidelines displayed by the original Content provider may result in access to the affected Content service being removed from the User’s account.
J.2. YOU MAY NOT
J.2.A. Use or permit the use of the Content or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort therein;
J.2.B. Use the Content in connection with any website template or software product for distribution or use by others.
J.2.C. Unless permitted by the License Agreement, use the Content in electronic format, on-line or in multimedia application or if the Content is incorporated for viewing purposes and no permission may be given to download and/or save the Content for any reason.
J.2.D. Rent, lease, sublicense or lend the Content, or a copy thereof, to another person, organisation or legal entity.
J.2.E. If User is obtaining rights on behalf of a client, User may permit the client to exercise the rights granted, provided the client and any subcontractor or employee agrees in writing in advance to use the Content as limited by these Terms and/or any License Agreement which accompanies any Content. Notwithstanding the foregoing, User and client remain jointly and severally liable and responsible for all uses.
J.2.D. Use the Content except as expressly permitted by these Terms or any License Agreement which accompanies it or publish any Content (in whole or in part).
J.2.E. Use or display any Content on websites or in connection with any service designed to sell or induce sales of "print on demand" products using or incorporating the Content, including, by way of example only, postcards, mugs, t-shirts, posters, prints, wallpaper, artwork and other items.
J.2.F. Make the Content available in any medium in a manner intended to allow or invite a third party to download, extract, or access the Content as a standalone file.
J.2.G. User may not archive, republish, or transmit any Content to any database or to a social networking site or bulletin board or otherwise publish, distribute or allow any of the Content to be distributed to or used by anyone other than authorized Users, without prior written consent from DISCO.
J.2.H. Unless otherwise expressly licensed, Content may not be modified, reconfigured, or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Content on mobile devices.
J.2.I. User may not use the Content contrary to any restriction on use provided prior to or at the time the Content is delivered to User as contained in any License Agreement. Restrictions may be provided with the Content information located on DISCO's or any authorized distributor's website or otherwise communicated.
J.3.A. If applicable, You agree to pay the relevant fees to DISCO within thirty (30) days of receipt of an invoice in accordance with the remittance instructions on that invoice. Should You fail to make any of the payment(s) due by the relevant due date then DISCO may require You to pay interest to DISCO at a rate of 1.5% per month, accruing daily, on the amount due, or the maximum amount of interest permitted by law. Any claims for adjustment or rejection of terms must be made to DISCO within ten (10) days after receipt of any invoice.
J.3.B. If you remit payment by credit card or other electronic means, and that payment is dishonored for any reason, You agree to pay interest to DISCO at a rate of 1.5% per month, accruing daily, on the amount due, or the maximum amount of interest permitted by law.
J.3.C. In addition to the relevant Fees, You shall be responsible for all applicable sales, value-added and other such taxes or duties (including withholding tax, but excluding income taxes imposed on the income of DISCO) payable in respect of Your access to and use of Our Content, so that, after payment of any such taxes or duties, the amount received by DISCO is not less than the aggregate of the fees applicable to Your access to the Site and its Content.
J.3.D. Time is of the essence in the performance by User of its obligations for payments.
J.3.F. Cancellation Policy:
J.3.F.1. User agrees that downloading of Content constitutes User's agreement to comply with these Terms, any License Agreement and an obligation to pay the license fees as presented with the Content at the time of download. Any Content downloaded in error or downloaded and not used must be reported to DISCO within ten (10) days of download in order for credit to be considered. The issuance of any credit is at DISCO's absolute discretion.
J.3.F.2. Unless subject to a separate agreement with Us, User may close its Account at any time. User will be responsible for any and all outstanding fees due at the time of termination and will remit the full amount due within thirty (30) days of termination date.
J.4. DISCO's rights
DISCO reserves the right to withdraw Content at any time at its sole discretion and agrees to extend its best efforts to notify User of such removal. Upon notification by Us of the withdrawal of any Content, User agrees to extend its best efforts to remove the withdrawn Content from any and all of User's media in which the withdrawn Content was included so long as notice is provided by DISCO prior to publication. User further agrees to extend its best efforts to immediately remove the withdrawn Content from all electronically distributed media and to destroy all electronic and physical copies of the withdrawn Content. We agree to credit User an amount equal to the license fee paid by User to Us for the withdrawn Content if the Content is withdrawn prior to publication.
DISCO reserves the right to amend its published and non-published fees and the rates at any time. However, any existing subscriptions to Content within DISCO Content Marketplace or DISCO Database will be honored until the expiry of the subscription.
J.5. Warranty and Disclaimers.
DISCO warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the Content will be free from defects in material and workmanship for thirty (30) days from delivery (User's sole and exclusive remedy for a breach of this warranty being the replacement of the Content).
At the same time, DISCO does not warrant the accuracy of any Content or that it is suitable for any particular use, publication or distribution. See also G.7. and G.8. above and K.1. and K.2. below.
J.6. User Indemnity.
If User's use of the Content is not authorized by these Terms or any License Agreement which accompanies the Content, User shall defend, indemnify, and hold DISCO and its Affiliated Parties harmless from all damages, liabilities, and expenses (including actual attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim, or legal proceeding relating to the use of such Content by User.
J.7. Unauthorized Use
Any use of Content in a manner not expressly authorized by these Terms and/or any License Agreement which accompanies the Content or in breach of any Terms and/or any provision of any License Agreement which accompanies the Content constitutes infringement, entitling DISCO to exercise all rights and remedies available to it under relevant laws around the world. User shall be responsible for any damages resulting from any such infringement, including any claims by a third party. In addition and without prejudice to DISCO's other remedies under these Terms. DISCO reserves the right to charge and User agrees to pay a fee equal to five (5) times DISCO's normal license fee for unauthorized use of any of the Content.
User agrees, upon termination, to destroy all copies of all Content.
J.9.A. Notification of Misuse. User will immediately notify Us if he/she/it becomes aware or suspects that any third party has gained access to Our Content through User and is wrongfully using any Content, in whole or in part, or is violating any of Our intellectual property rights, including, but not limited to, trademarks and copyrights.
J.9.B. Audit and Compliance. Upon reasonable notice, User shall provide sample copies of Content as used by User. In addition, upon reasonable notice, We may, in Our its absolute discretion, either through Our own employees or through a third party, audit User's records directly related to these Terms or any License Agreement regarding the use of any Content in order to verify compliance with these Terms or any License Agreement. If any such audit reveals an underpayment by User to Us of 20 percent or more of the amount User should have paid for the time period that is the subject of the audit, in addition to paying Us the amount of such underpayment, User shall reimburse Us for the costs of conducting such audit. Where DISCO reasonably believes that Content is being used outside of the scope of the license granted under these Terms or any License Agreement, User shall, at Our request, provide a certificate of compliance signed by an officer of User if a company or the User individually, in a form to be approved by Us.
J.10. You will not share the Content You obtain from Us with any third party or parties, except in the ordinary course of legitimate business, other than with law enforcement or other third parties as required by law.
J.11. You will not use any Content downloaded or obtained from Us to contact anyone, process or initiate any transaction, or otherwise engage in any activity that is not reasonably necessary for legitimate business purposes or to comply with applicable law.
K. Disclaimers/No Warranties
K.1. We administer, control and operate the Site from Our offices located at SyndiGate Media Inc., c/o Al Bawaba Middle East Limited, The Plenary, 4th Floor, 74 Abdel Hamid Sharaf Street, P.O. Box 142460, Amman 11844, Jordan. The Site is accessible world-wide. However, some of its features or functions or Content may not be available to all persons or in all geographic locations. We make no representation that the Site or Our Content is appropriate or authorized for use in all countries, states, provinces, counties, localities or any other jurisdictions. Your access and use of the Site may not be legal in Your jurisdiction. If You choose to access, browse or use the Site, You do so on Your own initiative and at Your own risk, and You are responsible for compliance with all applicable laws if, and to the full extent that, such laws and restrictions are applicable. We reserve the right to limit, in Our sole discretion, the provision of any feature or function of the Site to any person and/or geographic area. Any offer for any feature, function, Product or Service made on the Site is void where prohibited.
K.2. The Site provides information of a general nature only. You are responsible for determining whether it applies to Your specific situation. We specifically disclaim any liability concerning any action that any individual may take based on any information or guidance provided in the Site.
K.3. AS A USER, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SITE IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE ALL USE OF THE SITE.
L. Events Out of Our Control
M. Procedure for Making Complaints
If You believe that Your rights, or the rights of a third party, are being violated in any way by any Content accessible on or through the Site, please contact Us via email to firstname.lastname@example.org.
N. Limitation of Liability
N.1. EXCEPT AS SET OUT BELOW, UNDER NO CIRCUMSTANCES, INCLUDING ANY BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ARISING UNDER ANY OTHER LEGAL OR EQUITABLE THEORY, WILL DISCO AND/OR ITS AFFILIATED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE (INCLUDING WITHOUT LIMITATION USE OF OR RELIANCE ON INFORMATION AVAILABLE ON OR IN THE SITE OR OTHERWISE RELIED ON OR USED BY DISCO IN DELIVERING THE SITE, AND/OR ANY INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NONDELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, AND/OR ANY OTHER FAILURE OF PERFORMANCE), OR FOR ANY CONTENT, INFORMATION, SOFTWARE, CONTENT, PRODUCTS OR SERVICES OBTAINED OR ACCESSED THROUGH THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY AGREEING TO AND ACCEPTING THESE TERMS, YOU HEREBY IRREVOCABLY RELEASE DISCO AND ITS AFFILIATED PARTIES FROM LIABILITY OF ANY KIND, AND FOR ANY CONSEQUENCE(S) ARISING FROM THE USE OF THE SITE. THIS INVOLVES ANY AND ALL LOSSES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF GOODWILL, INTERRUPTION, LOSS OF BUSINESS INFORMATION, DAMAGE TO REPUTATION, FEES, ACTUAL ATTORNEYS’ FEES AND COSTS, EXPENSES OR ANY OTHER DAMAGE, WHETHER DIRECT OR INDIRECT, WHETHER FINANCIAL OR NON-FINANCIAL.
N.2. IN ASSOCIATION WITH ANY CLAIM, OR ANY LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING RELATING TO OR ARISING UNDER OR OUT OF THESE TERMS, WHETHER THE CLAIM IS FOUNDED UPON CONTRACT, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TORT, NEGLIGENCE OR OTHER GROUNDS. YOU AGREE NOT TO FILE ANY LAWSUIT OR PROCEEDING INCONSISTENT WITH THE FOREGOING LIABILITY LIMITATIONS.
N.3. IN NO EVENT SHALL DISCO OR ITS AFFILIATED PARTIES BE LIABLE FOR ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY DISCO ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE (INCLUDING ANY USER GENERATED CONTENT). IN NO EVENT SHALL THE TOTAL LIABILITY OF DISCO AND ITS AFFILIATED PARTIES TO YOU FOR ANY AND ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED, IN THE AGGREGATE, (i) THE AMOUNT, IF ANY, PAID BY YOU TO DISCO FOR YOUR USE OF THE SITE OR FOR ANY OF YOUR ACTIVITIES IN CONNECTION WITH THE SITE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING YOUR CLAIM, OR (ii) THE SUM OF TWO HUNDRED AND FIFTY U.S. DOLLARS ($250.00 USD), WHICHEVER IS LESS.
O.1. YOU USE THE SITE AT YOUR SOLE/OWN RISK. THE SITE, INCLUDING ALL CONTENT, SOFTWARE, WEBSITE, APPLICATION, FUNCTIONS, INFORMATION, MATERIALS, PRODUCTS AND SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES WITH RESPECT TO ANY UPTIME OR UNINTERRUPTED ACCESS, THE AVAILABILITY, ACCURACY OR USEFULNESS OF ANY CONTENT, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FEATURES, QUALITY, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY. WE DO NOT WARRANT THE SITE AND/OR ANY PRODUCTS, SERVICES AND/OR CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS OR DEFECTS. WE ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE, FOR ANY DAMAGES TO OR VIRUS(ES) OR OTHER MALWARE THAT MAY INFECT YOUR COMPUTER EQUIPMENT, TABLET, CELLULAR/MOBILE PHONE OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, BROWSING, OR USE OF THE SITE. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SAFEGUARD PROCEDURES AND VIRUS AND MALWARE CHECKS (INCLUDING ANTI-VIRUS, REGULAR SYSTEM UPGRADES AND OTHER SECURITY CHECKS AND MEASURES) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND OUTPUT. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
O.2. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to You. In such a circumstance, Our exposure shall be limited to the fullest extent permitted by United Kingdom law.
O.3. The information provided by the Site is not intended to replace the information presented in the physical world. In the event that information in the physical world differs from the Site, You must not rely on the Site. Moreover, DISCO does not warrant the Site will operate in an uninterrupted or error-free manner, or that it is safe, secured from unauthorized access to DISCO's computers, immune from damages, or free of malfunctions, bugs or failures (including, but not limited to, hardware or software failures).
A change to the Site may occur at any time and, if it does, We will post the updated Terms. If such a posting occurs, the revised Terms will become effective upon the earlier of (i) posting of the revisions to the Site, or (ii) distribution of the revisions by electronic mail. For this reason, please visit this page on a regular basis and check the “Last Updated” date at the top of these Terms to ensure You are familiar with the most recent version of these Terms. Your continued use of the Site after the effective date of the revisions signifies Your acceptance of any such revisions.
Q. Statute of Limitations
R.2. Upon termination of Your access to or ability to use Our Site, including but not limited to suspension of Your Account, Your right to use or access any Product, Service and/or any Content will immediately cease. All provisions of these Terms that by their nature should survive termination, shall survive termination, including, but not limited to, ownership provisions, warranty disclaimers, and limitations of liability. See also the provisions in Paragraph S below. Termination of Your access to and use of Our Site shall not relieve You of any obligations arising or accruing prior to such termination or limit any liability which You otherwise may have to Us or any third party.
R.3. On termination of Your Account and/or upon Your deletion of any particular Content, You acknowledge and agree that: (a) caching of, copies of, or references to the Content may not be immediately removed; and (b) such removed Content may persist in backups (not available to others) for reasonable periods of time. You agree to release and indemnify Us from all claims related to the retention of deleted Content.
R.5. You may terminate Your Account with Us and under these Terms at any time by emailing Us at email@example.com. We may terminate these Terms for any or no reason at any time by notifying You through a notice on the Site, by email, or by any other method of communication. Any such termination will be without prejudice to Our rights, remedies, claims, or defenses hereunder.
R.6. Upon termination of Your Account, You will no longer have a right to access Your Account and/or its Content. We will not have any obligation to assist You in migrating the Content and We may not keep any backup of any of the Content. We will not be responsible for deleting the Content.
The following sections shall survive any termination: “Intellectual Property Rights Ownership,” “Indemnity,” “Warranty,” “Limitations of Liability,” “Jurisdictional Restrictions,” “Released Parties,” and “Binding Arbitration Agreement and Class Action / Private Attorney General Waiver Disclosure”.
T. Export Control
You represent and warrant that You: (i) are not located in a country that is subject to a United Kingdom Government embargo, or that has been designated by the United Kingdom as a “terrorist supporting” country; (ii) are not listed on any United Kingdom Government list of prohibited or restricted parties, (iii) will not use Our Products and/or Services to transfer software, technology or other technical data to parties identified on any such lists, and (iv) will not otherwise act or fail to act in such a manner as to violate any United Kingdom and/or European Union laws, directives, regulations or rules.
U.2. You hereby agree that We shall have the sole right and obligation to control the legal defense against any such claims, demands, or litigation, including the right to select counsel of our choice and to compromise or settle any such claims, demands, or litigation. User may participate in the defence at its own cost and have notice of all key events at reasonable intervals as dictated by the circumstances.
V. Released Parties
V.1. To the fullest extent permitted by law, You release Us, Our Affiliated Parties and Our related individuals, affiliates and subsidiaries, and any of their trustees, members, directors, officers, shareholders, employees, representatives, consultants, attorneys, agents, suppliers, distributors, licensees and/or licensors from any and all responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the following: (i) disputes between Users, including those between You and other Users; (ii) third party platforms and services, including Content found on and in such platforms; (iii) disputes concerning any use of or action taken using Your Account by You or any third party; and (iv) claims relating to unauthorized access to any data communications or Content stored under or relating to Your Account, including unauthorized use or alteration of such communications or Your Content.
V.2. If You have a dispute with one or more Users of the Site, with any party who provides third party Services on or through the Site, with any individual or entity who provides a website, application or other service linked to the Site or from third-party Content which is posted in or on the Site, You release Us and our Affiliated Parties from all claims, demands, and damages (e.g., direct, incidental, indirect, punitive, statutory, exemplary, special or consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. If You have a dispute with a current or former employee or any third party in any way pertaining to our Site and/or Content, You release DISCO and Our Affiliated Parties from any and all claims, demands, and damages (e.g., direct, incidental, indirect, punitive, statutory, exemplary, special or consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. You also waive California Civil Code § 1542 which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
V.3. You also waive any and all benefits and rights that would otherwise accrue to You by reason of the provisions of any federal, national, state, local or other statute or principle of common law of the United Kingdom, or any political entity or nation, provincial or local law or regulation that may govern this release, which statute, regulation, law or principle provides in substance something similar to California Civil Code § 1542. You agree not to file any action or lawsuit inconsistent with the foregoing release.
W. Governing Law and Jurisdiction
X. Limitation of Liability
X.1. TO THE EXTENT ALLOWED BY LAW, WE SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF THE FOLLOWING:
- DELAYING, REJECTING, OR REMOVING ANY OR ALL CONTENT AT ANY TIME FOR ANY OR NO REASON WHATSOEVER WITH OR WITHOUT NOTICE TO YOU;
- MODIFYING OR DISCONTINUING TEMPORARILY OR PERMANENTLY, THE SITE (OR ANY PART THEREOF) WITH OR WITHOUT NOTICE TO YOU FOR ANY OR NO REASON WHATSOEVER;
- IMMEDIATELY TERMINATING YOUR ACCESS TO THE SITE FOR ANY OR NO REASON WHATSOEVER AND WITH OR WITHOUT NOTICE TO YOU;
- THE ACCURACY, USEFULNESS, OR AVAILABILITY OF ANY INFORMATION POSTED TO OR THROUGH THE SITE; AND/OR
- ANY LOSS OR DAMAGE OF ANY SORT INCURRED BY YOU AS A RESULT OF INTERACTIONS YOU HAVE WITH THIRD-PARTIES FOUND ON OR THROUGH THE SITE.
X.2. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, STATUTORY, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFIT, LOSS OF GOODWILL, INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER FINANCIAL LOSS) IN ASSOCIATION WITH ANY CLAIM, OR ANY LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING RELATING TO OR ARISING UNDER OR OUT OF THESE TERMS, EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS FOUNDED UPON CONTRACT, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TORT, NEGLIGENCE OR OTHER GROUNDS. YOU AGREE NOT TO FILE ANY LAWSUIT OR PROCEEDING INCONSISTENT WITH THE FOREGOING LIABILITY LIMITATIONS.
X.3. SOME JURISDICTIONS MAY NOT PERMIT CERTAIN LIABILITY LIMITATIONS OR WAIVERS. IF ANY COURT DETERMINES THE LAW OF SUCH A JURISDICTION APPLIES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Y. BINDING ARBITRATION AGREEMENT AND CLASS ACTION / PRIVATE ATTORNEY GENERAL WAIVER DISCLOSURE
a. Pre-Filing Mediation. In the event of a dispute, prior to initiating arbitration, the party asserting the claim must first send to the other, by certified mail or overnight courier, a written Notice of Claim (“Notice”). If You are the claimant, the Notice to Us must be addressed to: F.A.O. The CFO, SyndiGate Media Inc., c/o Al Bawaba Middle East Limited, The Plenary, 4th Floor, 74 Abdel Hamid Sharaf Street, P.O. Box 142460, Amman 11844, Jordan or by emailing firstname.lastname@example.org. If We are the claimant, the Notice must be sent to the last known address We have on file for You in Your Account. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. Following receipt of the Notice, each party agrees to negotiate with the other in good faith about the claim. If the claim is not resolved to the satisfaction of the claimant within sixty (60) days after Notice is provided, the claimant may pursue the claim in arbitration.
b. Additional Arbitration Provisions:
1. Settlement Offers: During the arbitration, the amount of any settlement offer made by You or Us shall not be disclosed to the arbitrator.
2. Initiating A Claim: The form required to initiate an arbitration can be printed or downloaded from https://onlinefiling.lcia.org. Alternatively, You may contact the arbitration administrator by writing to the London Court of International Arbitration ("LCIA"), 70 Fleet Street, London EC4Y 1EU United Kingdom.
3. Fees for Initiating Arbitration: Whether the fees incurred by the party filing for arbitration are to be reimbursed, divided between the parties or otherwise allotted shall be decided by the arbitrator/arbitration panel as part of the proceedings.
4. Applicable Rules; Administrator: The arbitration will be governed by the Arbitration Rules (or any successor rules or protocols as enacted) (collectively, the "Arbitration Rules”) of the LCIA, as modified by this Arbitration Agreement, and will be administered by the LCIA. The Arbitration Rules and Forms are available online at http://www.lcia.org, by calling the LCIA at +44 (0) 20 7936 6200, or by writing to the LCIA. The arbitrator is bound by the terms of this Arbitration Agreement. All issues are for the arbitrator/arbitration panel to decide, including issues relating to the scope and enforceability of this Arbitration Agreement.
5. Location of Hearing: Unless You and We agree otherwise, any arbitration hearings will take place in London, England in accord with the LCIA Arbitration Rules. The arbitration shall be conducted in English. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a written decision sufficient to explain the essential findings and conclusions on which the award is based.
6. Class Action / Private Attorney General Waiver: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both You and We agree otherwise, the arbitrator may not consolidate the claims of more than one party, and may not otherwise preside over any form of a class, representative or private attorney general proceeding. If this specific provision is found to be unenforceable as applied to any claim asserted by You, then the entirety of this Arbitration Agreement provision set forth in this Section Y shall be null and void.
7. Injunctive Relief Limitation: The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide the relief warranted by that party’s individual claim.
Z. Opt-Out Provision
You may elect to opt out (exclude Yourself) from the final, binding arbitration procedure, the class action waiver and/or the private attorney general waiver specified in these Terms by doing the following. Within 15 days of Your first accessing the Site, You must send a letter to Us via email to email@example.com that specifies (1) Your name, (2) Your IP address(es), (3) Your mailing address, and (4) Your request to be excluded from the final, binding arbitration procedure and class action/private attorney general waiver specified in these Terms. All other Terms shall continue to apply to You and Your Account, including the requirement to participate in pre-dispute mediation. You are not required to send the letter by certified mail, return receipt requested or overnight courier, but it is recommended that You do so. Your request to be excluded will only be effective and enforceable if You can prove the request was postmarked within the applicable 15-day deadline.
AA. Arbitration Clauses Invalid/Inapplicable:
AA.1. If any court of competent jurisdiction finds the binding arbitration and/or class action/private attorney general waiver provisions in these Terms to be invalid or applicable, You agree to the exclusive jurisdiction of the courts located in London, England in any related action or proceeding. Further, You irrevocably submit to venue before the courts in London, England and the related appellate courts, in any related action or proceeding and agree You shall not raise any claims as to London, England being an inconvenient forum. You also agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable claim or action.
BB. Assignment of Rights
You may not assign or transfer Your rights in and to the Site or any of its Contents, without the prior written consent of DISCO. DISCO may assign its rights in and to the Site to a third party at its sole and absolute discretion. Likewise, these Terms and the rights, benefits and obligations contained herein are fully assignable by DISCO and will be binding upon and inure to the benefit of DISCO's successors and assigns.
Our failure to exercise or enforce any rights or provisions of these Terms shall not be deemed nor constitute a waiver or relinquishment of such rights or provisions. Any waiver of any right or provision of these Terms must be in writing.
If any part of these Terms is determined to be invalid or unenforceable under applicable law, including the warranty disclaimers and liability limitations stated elsewhere herein, then the invalid or unenforceable provision(s) will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision(s), and the remainder of these Terms shall continue in full effect.
EE. Entire Agreement
EE.2. These Terms constitute the entire agreement between You and DISCO and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and DISCO, with respect to all matters relating to Your access to, and/or use of, the Site, Our Products, Our Services and Our Content.
FF. Electronic Recordkeeping
GG.1. No party, nor any of the parties’ respective attorneys, shall be deemed the drafter of this agreement for purposes of interpreting any provision hereof in any judicial or other proceeding that may arise between the parties.
GG.2. Except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to this agreement. For the purpose of clarity, Our Affiliated Parties, and other representatives, affiliates and subsidiaries, and any of their trustees, directors, officers, shareholders, employees, representatives, consultants, attorneys, agents, suppliers, distributors, licensees or licensors are intended to be and are considered third party beneficiaries of this agreement.
GG.3. Headers: The headings in these Terms are for convenience only and have no legal or contractual effect.
GG.4. Terms: “Include,” “Includes,” “Including,” “include,” “includes,” and “including” herein mean including without limitation.
HH. Independent Contractor
II. Contact Us
You may contact Us concerning any question about the Site via email to firstname.lastname@example.org or in writing to SyndiGate Media Inc., c/o Al Bawaba Middle East Limited, The Plenary, 4th Floor, 74 Abdel Hamid Sharaf Street, P.O. Box 142460, Amman 11844, Jordan. We will take commercially reasonable efforts to address Your inquiry promptly.
© 2018 SyndiGate Media Inc.