1. TERM AND TERMINATION
We reserve the right at any time, in our sole discretion to terminate your right to use our Services. Upon termination: (i) all rights granted to you under these Terms will be terminated; (ii) you must cease all use of our Services; (iii) you will remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services.
2. THIRD PARTY MATERIALS
Our Website may display, include or make available third-party content or provide links to third-party websites or services (collectively, “Third Party Materials”). You acknowledge and agree that we are not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions.
NEITHER JOURNEYWISE NOR ANY OF ITS SERVICE PROVIDERS MAKES ANY WARRANTY, GUARANTEE OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, QUALITY, ACCURACY OR AVAILABILITY OF OUR WEBSITE OR THE SERVICES. JOURNEYWISE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
4. LIMITATION ON LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF OUR WEBSITE AND THE SERVICES REMAINS WITH YOU. IN NO EVENT SHALL JOURNEYWISE OR ANY OF ITS OFFICERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AGENTS OR OUR SERVICE PROVIDERS, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, RESULTING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) OUR WEBSITE OR SERVICES.
IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING WE SHALL BE HELD LEGALLY LIABLE FOR LOSS OR DAMAGE, TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF JOURNEYWISE, (INCLUDING ITS OFFICERS, MEMBERS, EMPLOYEES, SERVICE PROVIDERS, REPRESENTATIVES OR AGENTS), FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES OR OUR WEBSITE, IS LIMITED TO THE AMOUNT YOU PAID US FOR THE SERVICES IN THE 12 MONTH PERIOD PRECEDING THE FILING OF SUCH CLAIM. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless JOURNEYWISE, our service providers and their respective officers, employees, agents, affiliates, successors and assigns, from and against any claims, damages, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your use of or inability to use our Website and/or the Services.
6. INTELLECTUAL PROPERTY.
Our Website, and the information and material therein and as obtained by you using our Services (the “Content”) are the exclusive property of JOURNEYWISE, its licensor and/or providers of Third Party Materials and are protected by copyright or other intellectual property laws. In the event you elect to communicate to us suggestions for improvements in connection with our Website or the Services, JOURNEYWISE shall own all right, title, and interest in and to the same, and shall be entitled to use them without restriction.
Except as expressly provided in these Terms, no part of the Content and/or the Third Party Materials may be copied, reproduced, uploaded, posted, publicly displayed, translated, transmitted or distributed in any way to any other computer, Web site or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.
7. COPYRIGHT POLICY
If you believe that any information or material violates these Terms, infringes upon your copyrights or otherwise should be removed, you may submit a notification pursuant to the Digital Millennium Copyright Act (”DMCA”), please immediately notify us by email (Subject line: “DMCA Takedown Request”) or by mail at the address specified below and include the following information (see 17 U.S.C 512(c)(3) for further detail): (i) Identification of the material claimed to have been infringed or to be the subject of infringing activity and that is to be removed; (ii) A physical or electronic signature of the person authorized to act on behalf of the owner of the right that is allegedly infringed; (iii) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail; (iv) A statement that you 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; and (v) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
8. PROHIBITED USES; USER PROVIDED CONTENT
You may use our Website and Services only for lawful purposes and in accordance and full compliance with any and all applicable international, federal, state, municipal, local or other laws or regulations. You hereby further undertake not to:
Disable, damage, impede, impair, violate or interfere with the functioning of our Website, its security, its related servers or networks, or any other party’s use of our Website, whether by the use of malware or otherwise, or otherwise create a denial of service, or falsify the origin of a user’s communications;
alter, damage or delete any material appearing on our Website;
Rent, lend, sell, sublicense, assign, publish, transfer or otherwise make available our any Content on our Website or Services, to any third party, for any reason; and/or
Otherwise engage or cause any third party to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of our Website and Services, infringes any third party rights, or which, as reasonably determined by us, may expose us or our users to any liability.
In the event our Website or Services allow you to contribute content, you agree not to make available through our Website or Services any data or communications that (i) violates any applicable laws, including without limitation the laws of the United States; (ii) is threatening, abusive, harassing, defamatory, obscene, offensive, harmful, obnoxious, pornographic, profane, or indecent; (iii) contains viruses, worms, Trojan horses, harmful code, or any other element or component that has a capacity or potential to interrupt, destroy, interfere with, permit the unauthorized use of, or limit the functionality of any computer software or hardware, any telecommunications equipment, or any communications network; (iv) violates or infringes the rights of others, including without limitation rights under copyright, trademark, or patent law; rights of privacy or publicity; rights under defamation law; or rights under any securities or other applicable law; or (v) sells or promotes any product or service without our prior written consent.
9. FORCE MAJEURE
In addition to applicable disclaimers identified above, our incomplete performance or failure to perform our duties under these Terms shall be fully excused in the event of interruption and/or delay due to causes beyond our reasonable control, such as acts of God, acts of any government, war or other hostility, natural disasters and all other events beyond our reasonable control.
10. GOVERNING LAW; VENUE
The validity, interpretation and enforcement of these Terms, matters arising therefrom or related thereto or to our Website and Services shall be governed by the internal laws of the State of New York, without reference to choice of law doctrine.
Any legal action or proceeding concerning the validity, interpretation and enforcement of these Terms, matters arising therefrom or related thereto or to our Website and Services, shall be brought exclusively in the Federal and State courts located in New York County, New York (of in the Southern District of New York), and the Parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.
These Terms constitute the entire agreement between you and JOURNEYWISE with respect to our Website and the Services, and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. Your access of our Website or use of the Services shall not be construed as creating a partnership, employment, agency, or joint venture relationship between JOURNEYWISE and you. If any provision of these terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect. These Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
12. NOTICES; CONTACT US
Any notices or other communications permitted or required hereunder will be in writing and delivered by JOURNEYWISE to you (i) by email (to the address that you maintain with your Account); or (ii) by posting on our Website. All notices shall be deemed effective one (1) business day after successful transmission (or posting) thereof. Should you have any questions about these Terms or otherwise need to contact us for any reason, please email us at email@example.com or contact us at 415.322.0095