- Eligibility; Fees. In order to use the Scandy Site, you must be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. These Terms apply to all categories of Users, including people submitting User Content (defined below), viewers of User Content, etc. If you are using or opening an account on the Scandy Site on behalf of a company, entity, or organization (collectively “Subscribing Organization”), then you represent and warrant that you: are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization. Fees for Users’ access to and use of the Scandy Site may be governed by the applicable Software as a Services Subscription Agreement (“SaaS”) between the Parties, which SaaS would supersede and replace these Terms to the extent noted therein.
- Modification of the Terms. Scandy reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time without notice to you. All changes shall be effective immediately, unless otherwise stated. In the event of a material change, we may notify you via e-mail according to your account preferences. Please check these Terms periodically for changes. Your continued use of the Scandy Site after the posting of changes constitutes your binding acceptance of such changes. The most current version of these Terms, which supersedes all previous versions, can be reviewed by clicking on the “Terms of Service” hyperlink located at the bottom of the home page or every page on the Scandy Site.
- Scandy Site Access. Scandy grants you permission to use the Scandy Site as set forth in these Terms, provided that and for so long as (i) you use the Scandy Site solely for your personal, private, noncommercial use (unless you currently have a license to use Scandy Pro or different paid license under an applicable SaaS agreement, in which case, different terms may apply); (ii) except as expressly permitted in these Terms, you do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise exploit any portion of the Scandy Site in any medium without Scandy’s prior written authorization; (iii) you do not alter or modify any part of the Scandy Site other than as may be reasonably necessary to use the Scandy Site for its intended purposes; (iv) you do not engage in any of the prohibited uses described below; and (v) you otherwise fully comply with these Terms. The Scandy Site is controlled and offered by Scandy from its facilities in the United States of America. Scandy make no representations that the Scandy Site is appropriate or available for use in other locations. If you are accessing or using the Scandy Site from other jurisdictions, you do so at your own risk and you are responsible for compliance with local law.
- Ownership; Proprietary Rights. As between the Parties, Scandy is the sole owner of the content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, applications, software, services, and all other elements of the Scandy Site and any Scandy product, application, software development kit or technology that are provided by Scandy (“Scandy Materials”) or are otherwise owned and operated by Scandy. Scandy Materials do not include User Content (defined below) or any Non-Scandy Content (as defined below). Except as expressly authorized by Scandy, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of Scandy or the Scandy Materials. Scandy reserves all rights not expressly granted in these Terms. User shall not acquire any right, title, or interest to the Scandy Materials, except for the limited rights set forth in these Terms.
- User Content.
(a) General. The Scandy Site may now or in the future permit the submission and posting or linking of 3D images, 3D files, media, text, audio and video recordings, photos, commentary or any other content submitted by you and other users (“User Content”), and the hosting, sharing, and/or publishing of such User Content. User Content are displayed for informational and/or entertainment purposes only and are not controlled by Scandy. Scandy makes no representations that it will publish or use your User Content in any way and may or may not use your User Content in its sole discretion. You understand that whether or not such User Content are published, Scandy does not guarantee any confidentiality with respect to any User Content.
(b) Grant of Rights. By submitting User Content to Scandy, you hereby grant Scandy and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit your User Content in connection with Scandy and Scandy’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of Scandy (and derivative works thereof) in any media formats and through any media channels now known or hereafter discovered. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also hereby grant to each user of Scandy a non-exclusive license to access your User Content through or in connection with the Scandy Materials, and to use, reproduce, distribute, prepare derivative works of, display, and perform such User Content as permitted by the functionality of the Scandy Site or Scandy Materials and these Terms.
(c) Your Representations and Warranties Regarding User Content. You shall be solely responsible for your own User Content and the consequences of posting or publishing them. In connection with User Content, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Scandy to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated by Scandy and these Terms, and to grant the rights and license set forth in this Section, and (ii) your User Content, Scandy’s use of such User Content pursuant to these Terms, and Scandy’s exercise of the license rights set forth in this Section, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) violate any applicable law or regulation.
(d) Prohibited Uses of User Content. In connection with your User Content, you further agree that you will not publish, post, submit, transmit through or otherwise make available to Scandy: (i) any falsehoods or misrepresentations that could damage Scandy or any third party; (ii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iii) advertisements or solicitations of business, products, or services; or (iv) any material that would be harmful to minors in any manner. You represent, warrant and agree that you have obtained the prior requisite consent and permission to display and post on the Scandy Site or using the Scandy Materials any personally identifiable information submitted by You, including any pictures, photographs, videos, names, or the like. You further represent, warrant and agree that you will comply with all export controls, arms limitations or controls and other provisions of applicable law.
(e) Some of the Service is supported by advertising revenue and may display advertisements and promotions, and you hereby agree that Scandy may place such advertising and promotions on the Scandy Site or on, about, or in conjunction with your User Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.
- Non-Scandy Content Disclaimer. You understand that when using the Scandy Site you will be exposed to User Content and other third party content (together, the “Non- Scandy Content”) from a variety of sources, and that you may be exposed to Non-Scandy Content that is inaccurate, offensive, indecent, or otherwise objectionable. Scandy does not endorse any Non-Scandy Content or any opinion, recommendation, or advice expressed therein. IN ANY DEALINGS YOU HAVE WITH THIRD PARTIES THROUGH THE SCANDY SITE, YOU ARE SOLELY RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH SUCH DEALINGS. Under no circumstances will Scandy be liable in any way for or in connection with the Non-Scandy Content, including, but not limited to, for any inaccuracies, errors or omissions in any Non-Scandy Content, any intellectual property infringement with regard to any Non-Scandy Content, or for any loss or damage of any kind incurred as a result of the use of any Non- Scandy Content posted, emailed or otherwise displayed or transmitted through the Scandy Site (or otherwise through any Scandy Materials).
- Non-Monitoring of Users and Non-Scandy Content. You understand that all Non- Scandy Content is the sole responsibility of the User who submitted such Non-Scandy Content. This means that you, and not Scandy, are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available through the Scandy Site. Scandy does not control the Non-Scandy Content posted by Users or otherwise made available by other persons and does not have any obligation to monitor such Non-Scandy Content for any purpose. If at any time, Scandy chooses, in its sole discretion, to monitor the Non-Scandy Content, Scandy nonetheless assumes no responsibility for the Non-Scandy Content, no obligation to modify or remove any inappropriate Non-Scandy Content, and no responsibility for the conduct of the user submitting any such Non-Scandy Content. You agree that you must evaluate, and bear all risks associated with the use of any User Content or other Non-Scandy Content, including any reliance on the accuracy, completeness, usefulness, or legality of such User Content or other Non-Scandy Content. Scandy cannot and does not guarantee any User’s professed identity, including without limitation the identity or nonprofit, tax exempt status of any organization, individual or entity claiming nonprofit status or tax exempt treatment. Users of the Scandy Site agree to accept the risks of dealing with people acting under false pretense and that Scandy is not responsible for the acts or omissions of Users of any kind. Scandy reserves all rights to conduct background checks of its choosing to verify User identity, but it assumes no obligation to do so by reserving this right.
- Removal of Non-Scandy Content. Scandy and its designees shall have the right (but not the obligation) in their sole discretion to refuse to post or remove any Non-Scandy Content that is available on the Scandy Site in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
- Prohibited Uses of Scandy.
(a) As a condition of your use of Scandy, you hereby represent and warrant that you will not use the Scandy Site (or any Scandy Materials) for any purpose that is unlawful or prohibited (including without limitation, the prohibitions in this Section) by these Terms.
(b) Any use by you of any of the Scandy Materials and Scandy Site other than as permitted by these Terms is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit, any portion of Scandy Materials, use of Scandy Materials, access to Scandy Materials, or Non-Scandy Content obtained through Scandy Materials, for any purpose other than for your personal, private, non-commercial purposes.
(c) You agree not to use Scandy Materials if you do not meet the eligibility requirements described in Section 1 above.
(d) You agree not to defame, harass, abuse, threaten, stalk or defraud users of Scandy Materials, or collect, or attempt to collect, personal information about users or third parties without their consent.
(e) You agree not to intentionally interfere with or damage, impair or disable the operation of Scandy Materials or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code.
(f) You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of Scandy Materials, features that prevent or restrict the use or copying of any part of Scandy Materials, or features that enforce limitations on the use of Scandy Materials.
(g) You agree not to attempt to gain unauthorized access to Scandy Materials, or any part of it, other accounts, computer systems or networks connected to Scandy Materials, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of Scandy Materials or any activities conducted through Scandy Materials.
(h) You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through Scandy Materials. You agree neither to modify Scandy Materials in any manner or form, nor to use modified versions of Scandy Materials, including (without limitation) for the purpose of obtaining unauthorized access to Scandy Materials.
(i) You agree not to utilize framing techniques to enclose any trademark, logo, copyright or other Scandy Materials without our express written consent. You agree not to use any meta tags or any other “hidden text” utilizing Scandy’s name or trademarks without our express written consent.
(j) You agree not to deep-link to Scandy and will promptly remove any links that Scandy finds objectionable in its sole discretion. You agree not to use any Scandy logos, graphics, or trademarks as part of the link without our express written consent.
(k) You agree not to make unsolicited offers, advertisements, proposals, or send junk mail, commercial communications or spam to other users of Scandy Materials as a User. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
(l) You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Scandy Materials or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(m) You agree not to modify, adapt, translate, or create derivative works based upon Scandy Materials or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(n) You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
(o) You agree that you will not use any robot, spider, scraper, or other automated means to access Scandy Materials for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to Scandy Materials.
(p) You agree that you will not use Scandy Materials to produce any harmful, infringing or defective product.
(q) You agree that Scandy shall have the right not to honor or print any image or file containing infringing, harmful, defective, obscene, destructive or otherwise dangerous items using Scandy Materials, and Scandy shall have the right to refuse to refund any fees associated with the same.
- Account Information. In order to access some features of Scandy Materials, you will have to create an account. You represent and warrant that the information you provide to Scandy upon registration and, at all other times, will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent and agree that Scandy may access, preserve and disclose your account information and User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) respond to claim that any User Content violates the rights of third parties; (d) provide certain customized features of Scandy to you, if any, or respond if you contact Scandy for any reason; or (e) protect the rights, property or personal safety of Scandy, the users and the public.
- Password. If you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you shall immediately notify Scandy. YOU MAY BE LIABLE FOR THE LOSSES INCURRED BY SCANDY OR OTHERS DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT.
- Dealings with Advertisers. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through Scandy Materials are solely between you and such advertiser. YOU AGREE THAT SCANDY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON SCANDY MATERIALS.
- Links and Third Party Websites. Scandy or third parties may provide links on Scandy Materials to other sites including the content therein (“Reference Sites”). Scandy has no control over such Reference Sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or content linked to by Scandy. Scandy provides links to you only as a convenience, and the inclusion of any link on Scandy Materials does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. Our terms and policies do not govern your use of any site other than the Scandy Site. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
- Availability of Service. Scandy may make changes to or discontinue any of the media, web communities, products, or services available within Scandy Materials at any time, and without notice. The media, products, or services on Scandy Materials may be out of date, and Scandy makes no commitment to update these materials on the applicable Scandy Materials that may be accessed.
- User Disagreements. You are solely responsible for your involvement with other users of Scandy. Scandy reserves the right, but has no obligation, to monitor disagreements between you and other users. SCANDY DISCLAIMS ALL LIABILITY RELATED TO ANY USER DISAGREEMENT.
(a) Scandy. You agree that Scandy, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have through the Scandy Site or your use of the Scandy Materials, and remove and discard all or any part of your account or any User Content, at any time. You agree that your access to Scandy Materials or any account you may have or portion thereof may be terminated without prior notice, and you agree that Scandy shall not be liable to you or any third-party for any such termination. These remedies are in addition to any other remedies Scandy may have at law or in equity.
(b) User. If you are dissatisfied with the Scandy Site or materials, please let us know at firstname.lastname@example.org. Your input is valuable to us. Your only remedy with respect to any dissatisfaction with (i) Scandy Materials, (ii) any term of these Terms, (iii) any policy or practice of Scandy in operating Scandy Materials, or (iv) any content or information transmitted through Scandy Materials, is to terminate these Terms and your account. You may terminate these Terms at any time by closing your account and discontinuing your use of any and all parts of Scandy Materials and providing notice of termination at email@example.com.
- INDEMNIFICATION; HOLD HARMLESS. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SCANDY, AND ITS PARENT, SUBSIDIARIES, AFFILIATES OR ANY RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP), AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY OF THEM FROM ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE SCANDY SITE OR ANY SCANDY MATERIALS; (II) YOUR USER CONTENT, INCLUDING SCANDY’S USE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN WITH RESPECT TO YOUR USER CONTENT; (III) YOUR VIOLATION OF THESE TERMS; (IV) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, INCLUDING CLAIMS THAT ANY USER CONTENT INFRINGES OR VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; (V) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS; AND (VI) ANY UNAUTHORIZED USE OF YOUR ACCOUNT NOT CAUSED BY SCANDY. SCANDY RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF SCANDY. SCANDY WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
- Disclaimers; No Warranties.
(a) Acknowledgement. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION, THE TERM SCANDY INCLUDES SCANDY’S OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, AFFILIATES, AND SUBCONTRACTORS.
(b) No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SCANDY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SCANDY OR THROUGH SCANDY WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
(c) “As is” and “As available” and “With All Faults.” YOU EXPRESSLY AGREE THAT THE USE OF THE SCANDY SITE AND SCANDY MATERIALS IS AT YOUR SOLE RISK. SCANDY, USER SUBMISSIONS, NON-SCANDY CONTENT, AND ANY OTHER THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SCANDY SITE AND SCANDY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
(d) Website Operation and Non-Scandy Content. SCANDY DOES NOT WARRANT THAT THE SCANDY SITE, SCANDY MATERIALS, USER SUBMISSIONS, NON-SCANDY CONTENT, SCANDY SITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH SCANDY OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
(e) Accuracy. SCANDY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SCANDY SITE OR SCANDY MATERIALS OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(f) Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SCANDY SITE OR ANY SCANDY MATERIALS (INCLUDING RSS FEEDS RELATED THERETO) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
- Limitation of Liability and Damages.
(a) Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SCANDY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE SCANDY MATERIALS AND USER SUBMISSIONS ON THE SCANDY SITE OR ANY REFERENCE SITES, SCANDY ITSELF, OR ANY OTHER INTERACTIONS WITH SCANDY, EVEN IF SCANDY OR A SCANDY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Limitation of Damages. IN NO EVENT SHALL SCANDY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SCANDY SITE OR SCANDY MATERIALS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE LESSER OF (i) THE FEES PAID BY YOU TO SCANDY UNDER THESE TERMS, OR (ii) ONE HUNDRED DOLLARS.
(c) Reference Sites. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN SCANDY AND RECEIVED BY YOU THROUGH OR ADVERTISED ON SCANDY OR RECEIVED BY YOU THROUGH ANY REFERENCE SITES.
- Limitations by Applicable Law; Basis of the Bargain.
(a) Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
(b) Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT SCANDY HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SCANDY, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SCANDY. YOU ACKNOWLEDGE AND AGREE THAT SCANDY WOULD NOT BE ABLE TO PROVIDE SCANDY TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
- Digital Millennium Copyright Act Compliance. If you are a copyright owner or an agent thereof, and believe that any User Content or other Non-Scandy Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on Scandy are covered by a single notification, a representative list of such works from Scandy;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Scandy to locate the material;
(iv) Information reasonably sufficient to permit Scandy to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has 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
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Scandy’s designated Copyright Agent to receive notifications of claimed infringement is:
1305 Distributors Row
New Orleans, LA 70123
email: firstname.lastname@example.org, telephone: (504) 309-4903.
(a) Notice. Scandy may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on Scandy. If Notice is by email or mail, it will be provided to the email or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty-four hours after email is sent, unless Scandy is notified that the email address is invalid, and if through postal mail, three days after the date of mailing. You may provide Scandy with notices only by mail to the address indicated in subsection (l) below.
(b) Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Louisiana, without giving effect to any principles of conflicts of law.
(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or Scandy shall be filed only in the state or federal courts in and for Jefferson Parish, Louisiana and you hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action.
(d) Waiver. A provision of these Terms may be waived only by a written instrument executed by the Party entitled to the benefit of such provision. The failure of Scandy to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
(e) Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
(f) Assignment. The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Scandy without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
(g) Independent Contractor. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Scandy as a result of these Terms or use of Scandy. You further acknowledge that by submitting User Content or other Non-Scandy Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Scandy other than pursuant to these Terms.
(h) Survival. Sections 4, 5, 15, 17, 18, 19, 20, 21 and 22 will survive any termination of these Terms or your account whether by you or Scandy.
(i) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
(j) Entire Agreement. This is the entire agreement between you and Scandy relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by Scandy as set forth in Section 2 above.
(k) Claims. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO SCANDY MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
(l) Disclosures. The services hereunder are offered by Entrescan, LLC, located at 1305 Distributors Row Suite O. New Orleans, LA 70123, email: email@example.com, telephone: (504) 309-4903. Notice to California Residents: Under California Law, California residents have the right to request in writing from businesses with whom they have an established business relationship, (1) a list of the categories of information, such as name, address, e-mail address, and the type of services provided to the customer, that a business has disclosed to third parties (including affiliates that are separate legal entities) during the immediately preceding calendar year for the third parties’ direct marketing purposes, and (2) the names and addresses of all such third parties. To request the above information, please write to us at the address provided above with a reference to California Disclosure Information.
(m) Jurisdiction. The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Scandy to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Scandy Site or any portion of the Scandy Site, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Scandy provides. Software related to or made available by the Scandy Site may be subject to United States export controls. Thus, no software from the Scandy Site may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
(n) Translation. The English version of these terms controls over any translated version.
Last Updated: March 31, 2017