effective as of 2018-11-08
This agreement governs the relationship between you and Joseki Bold SRL (hereinafter: Licensor).
Additional terms: In addition to the Master Terms, your use of any Services may also be subject to specific terms applicable to a particular Service (“Additional Terms”). If there is any conflict between the Additional Terms and the Master Terms, then the Additional Terms apply in relation to the relevant Service.
Collectively, the Terms: The Master Terms, together with any Additional Terms, form a binding legal agreement between you and Licensor in relation to your use of the Services. Collectively, this legal agreement is referred to below as the “Terms.”
2. Your Agreement to the Terms
YOUR ACCESS TO OR USE OF ANY THE SERVICES SIGNIFIES THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS. By accessing or using any Services you also represent that you have the legal authority to accept the Terms on behalf of yourself and any party you represent in connection with your use of any Services. If you do not agree to the Terms, you are not authorized to use any Services.
3. Changes to the Terms
From time to time, Licensor may change, remove, or add to the Terms, and reserves the right to do so in its discretion. In that case, we will post updated Terms and indicate the date of revision. If we feel the modifications are material, we will make reasonable efforts to post a prominent notice on the relevant Website(s) and notify those of you with a current account via email. All new and/or revised Terms take effect immediately and apply to your use of the Services from that date on. Your continued use of any Services after new and/or revised Terms are effective indicates that you have read, understood, and agreed to those Terms.
4. Content Available through the Services
Provided as-is: You acknowledge that Licensor does not make any representations or warranties about the material, data, and information, such as data files, text, computer software, code, music, audio files or other sounds, photographs, videos, or other images (collectively, the “Content”) which you may have access to as part of, or through your use of, the Services. Under no circumstances is Licensor liable in any way for any Content, including, but not limited to: any infringing Content, any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted, linked from, or otherwise accessible through or made available via the Services.
You agree that you are solely responsible for your reuse of Content made available through the Services, including providing proper attribution. You should review the terms of the applicable license before you use the Content so that you know what you can and cannot do.
4.1 Additional Terms for the CoolBeans computer software (hereiafter: Software), created and owned by Licensor.
4.1.1 License Grant: Licensor hereby grants you a Personal, Non-assignable & non-transferable, Revocable, Non-commercial, Without the rights to create derivative works, Non-exclusive license, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.
Limited: You may use Software for the purpose of running Software on your Personal Computers.
This license is granted perpetually, as long as you do not materially breach it.
Non Assignable & Non-Transferable: You may not assign or transfer your rights and duties under this license.
Non-Commercial: You may not use, perform publicly, display publicly Software for Commercial purposes.
4.1.2 Term & Termination: The Term of this license shall be until terminated. Licensor may terminate your license in the case where: you are in breach of any of the terms and conditions and such breach was not cured, immediately upon notification; or you are in breach of any of the terms of clause 4.1.1; or you otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights.
Support: Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Licensor to provide you with support or fixes to any bug, failure, mis-performance or other defect in Software.
5. Content Supplied by You
Your responsibility: You represent, warrant, and agree that no Content posted or otherwise shared by you on or through any of the Services (“Your Content”), violates or infringes upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material.
Licensing Your Content: You retain any copyright that you may have in Your Content. With respect to any worldwide copyrights, or copyright applications and registrations, in Your Content:
* you hereby assign to Licensor joint ownership, and to the extent that such assignment is or becomes invalid, ineffective or unenforceable, you hereby grant Licensor a perpetual, irrevocable, non-exclusive, worldwide, no-charge, royalty-free, unrestricted license to exercise all rights under those copyrights. This includes, at Licensor's option, the right to sublicense these same rights to third parties through multiple levels of sublicensees or other licensing arrangements;
* you agree that each of us can do all things in relation to Your Content as if each of us were the sole owners, and if one of us makes a derivative work of Your Content, the one who makes the derivative work (or has it made) will be the sole owner of that derivative work;
* you agree that you will not assert any moral rights in Your Content against Licensor, our licensees or transferees;
* you agree that Licensor may register a copyright in Your Content and exercise all ownership rights associated with it; and
* you agree that neither of us has any duty to consult with, obtain the consent of, pay or render an accounting to the other for any use or distribution of Your Content.
Removal: Licensor may, but is not obligated to, review Your Content and may delete or remove Your Content (without notice) from any of the Services in its sole discretion.
6. Participating in our Community: Registered Users
By registering for an account through any of the Services, you represent and warrant that you (1) are the age of majority in your jurisdiction (typically age 18) or, (2) are over the age of 13 and have the express permission of a legal guardian to obtain an account and to use Services in connection with the account. Services offered to registered users are provided subject to these Master Terms and any Additional Terms specified on the relevant Website(s).
Registration: You agree to (a) only provide accurate and current information about yourself (though use of an alias or nickname in lieu of your legal name is encouraged), (b) maintain the security of your passwords and identification, (c) promptly update the email address listed in connection with your account to keep it accurate so that we can contact you, and (d) be fully responsible for all uses of your account. You must not set up an account on behalf of another individual or entity unless you are authorized to do so.
No Membership: Creating an account or using any of the related Websites or Services does not and shall not be deemed to make you a member, shareholder or affiliate of Licensor for any purposes whatsoever.
Termination: Licensor reserves the right to modify or discontinue your account at any time for any reason or no reason at all.
7. Prohibited Conduct
You agree not to engage in any of the following activities:
1. Violating laws and rights:
You may not (a) use any Service for any illegal purpose or in violation of any local, state, national, or international laws, (b) violate or encourage others to violate any right of or obligation to a third party, including by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights.
You may not use the Services or any information provided through the Services for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, pyramid schemes, or any other form of unsolicited or unwelcome solicitation.
You may not use the Services in any manner that could disable, overburden, damage, or impair the Services, or interfere with any other party’s use and enjoyment of the Services; including by (a) uploading or otherwise disseminating any virus, adware, spyware, worm or other malicious code, or (b) interfering with or disrupting any network, equipment, or server connected to or used to provide any of the Services, or violating any regulation, policy, or procedure of any network, equipment, or server.
4. Harming others:
You may not post or transmit Content on or through the Services that is harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false or misleading, or incites an illegal act; You may not intimidate or harass another through the Services; and, You may not post or transmit any personally identifiable information about persons under 13 years of age on or through the Services.
5. Impersonation or unauthorized access:
You may not impersonate another person or entity, or misrepresent your affiliation with a person or entity when using the Services; You may not use or attempt to use another’s account or personal information; and, You may not attempt to gain unauthorized access to the Services, or the computer systems or networks connected to the Services, through hacking password mining or any other means.
8. DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR OFFERS THE SERVICES (INCLUDING ALL CONTENT AVAILABLE ON OR THROUGH THE SERVICES) AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CONTENT MADE AVAILABLE ON OR THROUGH THE SERVICES WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SERVERS USED BY LICENSOR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE OF THE CONTENT AVAILABLE THROUGH THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.
9. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR IS NOT RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY CONTENT POSTED ON OR AVAILABLE THROUGH THE SERVICES (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO THAT CONTENT), FOR YOUR USE OF THE SERVICES, OR FOR THE CONDUCT OF THIRD PARTIES ON OR THROUGH THE SERVICES.
Certain jurisdictions do not permit the exclusion of certain warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
To the extent authorized by law, you agree to indemnify and hold harmless Licensor, its employees, officers, directors, affiliates, and agents from and against any and all claims, losses, expenses, damages, and costs, including reasonable attorneys fees, resulting directly or indirectly from or arising out of (a) your violation of the Terms, (b) your use of any of the Services, and/or (c) the Content you make available on any of the Services.
12. Copyright Complaints
Licensor respects copyright, and we prohibit users of the Services from submitting, uploading, posting, or otherwise transmitting any Content on the Services that violates another person’s proprietary rights.
To report allegedly infringing Content hosted on a website owned or controlled by Licensor, send a Notice of Infringing Materials.
By Licensor: Licensor may modify, suspend, or terminate the operation of, or access to, all or any portion of the Services at any time for any reason. Additionally, your individual access to, and use of, the Services may be terminated by Licensor at any time and for any reason.
By you: If you wish to terminate this agreement, you may immediately stop accessing or using the Services at any time.
Automatic upon breach: Your right to access and use the Services (including use of your account) terminates automatically upon your breach of any of the Terms.
Survival: The disclaimer of warranties, the limitation of liability, and the jurisdiction and applicable law provisions will survive any termination. The license grants applicable to Your Content are not impacted by the termination of the Terms and shall continue in effect subject to the terms of the applicable license. Your warranties and indemnification obligations will survive for two years after termination.
16. Miscellaneous Terms Choice of law: The Terms are governed by and construed by the laws of Romania.
Dispute resolution: The parties agree that any disputes between Licensor and you concerning these Terms, and/or any of the Services may only brought in a court of competent jurisdiction sitting in Caras-Severin, Romania, and you hereby consent to the personal jurisdiction and venue of such court.
No waiver: Either party’s failure to insist on or enforce strict performance of any of the Terms will not be construed as a waiver of any provision or right.
Severability: If any part of the Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
No agency relationship: The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and Licensor as a result of the Terms or from your use of any of the Services.
Integration: These Master Terms and any applicable Additional Terms constitute the entire agreement between you and Licensor relating to this subject matter and supersede any and all prior communications and/or agreements between you and Licensor relating to access and use of the Services.