1. ACCEPTANCE OF TERMS
1.1 These Terms are entered into by and between you and Netaktion LLC and/or, at Netaktion LLC’s discretion, one or more of its affiliates (“Netaktion”). If you are using the Netaktion Property on behalf of your employer, you accept these terms on your and your employer’s behalf (and any reference to “you” or “your” includes your employer) and represent and warrant that you are authorized to accept these Terms on your employer’s behalf, and that your employer agrees to indemnify you and Netaktion for violations of these Terms. If you do not agree to all of the terms herein or are dissatisfied with the Netaktion Property, your sole remedy is to stop using the Netaktion Property.
2. DESCRIPTION OF NETAKTION PROPERTY
2.1 The term “Netaktion Property” means this website and any and all property, services, software, widgets, websites, devices, hardware, platforms, interfaces, resources, tools, products, content, data, applications, metadata, images, rich media, text, music, sound, photographs, graphics, video, advertisements, messages and other materials, products, services or technology owned by Netaktion or its affiliates, licensors, partners or end users or made available to you by Netaktion directly or indirectly (e.g., on Netaktion Property, via hyperlinks or otherwise). Netaktion controls and operates Netaktion Property from various locations and makes no representation that the Netaktion Property is appropriate or available for use in any or all locations. Netaktion Property may not be available in your location, and Netaktion Property may vary among locations. Upgrades, updates, maintenance and support of Netaktion Property are provided by Netaktion at its sole discretion.
2.2 Subject to these Terms, Netaktion hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right and license to use the Netaktion Property as intended and permitted by Netaktion solely for your personal, non-commercial use. You agree not to access or use the Netaktion Property through any interface other than the one provided by Netaktion for such access and use. No other use is permitted without the prior written permission of Netaktion. The permitted use described in this paragraph is contingent on your compliance at all times with these Terms.
2.3 Netaktion may also offer a service requiring payment in connection with the Netaktion Property (“Paid Subscription”). The Paid Subscription provides you with the same access to the Netaktion Property as users of our free service, but with limited third party advertising; for Users registered with a Paid Subscription only third party advertising on a few select pages may appear within the Netaktion Property (“Limited Third Party Advertising”). The Limited Third-Party Advertising is the only benefit conferred to a User who registers for a Paid Subscription; Users of the Paid Subscription shall use the Netaktion Property solely as set forth herein and for no other purpose. Users that are not registered for a Paid Subscription will not receive the benefit of Limited Third-Party Advertising. You are solely responsible for ensuring that you have the appropriate software, hardware, and Internet connection necessary to operate the Paid Subscription. You may also be required to download additional third-party software or download upgraded versions of the Paid Subscription. Netaktion reserves the right to cease supporting any hardware or software platform at any time, with or without notice to you. Users of the Paid Subscription remain bound by all components of these Terms.
2.4 As between you and Netaktion, Netaktion and its affiliates, licensors and partners shall exclusively own and hold all right, title and interest in and to the Netaktion Property including, without limitation, any and all intellectual property and proprietary rights and any derivatives, revisions, enhancements, modifications or condensations. You receive no ownership rights or other rights in the Netaktion Property (other than rights to use Netaktion Property as expressly permitted in and subject to these Terms) and shall not, and shall ensure your employer, employees, agents and affiliates do not, directly or indirectly contest Netaktion’s ownership of the Netaktion Property.
3. YOUR OBLIGATIONS AND CONDUCT; PAYMENTS, FEES, AND OTHER CHARGES
3.1 In consideration of your use of the Netaktion Property, you agree to: (a) provide accurate, current, and complete information about you on any registration form, if any, and in your Netaktion account, if any, and on the Netaktion Property (the “Registration Data”); (b) maintain the security of your password and identification, if any; (c) maintain and promptly update the Registration Data, and any information you provide to Netaktion, to keep it accurate, current and complete; (d) comply with these Terms and all applicable laws, rules and regulations; and (e) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and for any equipment, hardware, software, infrastructure, internet connections, technology and other services you use to access or otherwise use in connection with the Netaktion Property. You are responsible for all activities that occur using your password, usernames and/or Netaktion account, regardless of whether such activities are undertaken by you or a third party.
3.2 You are entirely and exclusively responsible for all information that you upload, display on, post or otherwise transmit via the Netaktion Property. You agree not to upload, post or otherwise transmit via the Netaktion Property information that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Netaktion or other users of the Netaktion Property; (b) includes unauthorized disclosure of personal information or violates any laws, rules or regulations; (c) violates or infringes anyone’s intellectual property, publicity or other rights or is tortious; or (d) contains 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. Netaktion reserves the right to edit or remove any information that violates these Terms or that contains third-party commercial advertisements.
3.3 You agree that you will not use the Netaktion Property to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Netaktion or someone else, or spoof Netaktion’s or someone else’s identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any content; (d) misrepresent your affiliation with a person or entity; (e) disrupt the Netaktion Property or normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to use the Netaktion Property; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including, but not limited to, attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect, store or provide to Netaktion any personal data about other users unless specifically authorized in writing by such users and Netaktion.
3.4 In addition to the other terms and conditions herein, the following shall apply, with respect to any Netaktion Property that provides Lyrics, if any such lyrics are provided to you or otherwise displayed or used on Netaktion Property: Usage of lyrics is limited to your personal, non-commercial use in accordance with the terms of this Agreement. You may not reproduce (other than as authorized for your own personal usage), publish, transmit, distribute, publicly display, rent or lend, modify, create derivative works from, sell or participate in the sale of or exploit in any way, in whole or in part, directly or indirectly, any of the lyrics so provided. You agree that you are not granted any so-called “karaoke” or “sing-along” rights to lyrics and you shall not seek to or remove any vocal track from a sound recording that shall be associated with a lyric provided to you. You agree not to assign, transfer or transmit any lyrics to any third party. You agree that you shall not seek to or do anything that will defeat, evade or circumvent any efforts that may be made to protect the lyrics from any unauthorized usage.
3.5 If you elect to register for a Paid Subscription, if available, you agree to pay all associated fees and charges on a timely basis. Unless otherwise stated, an annual fee is due and payable in advance, is non-refundable. To register for a Paid Subscription, you must be: (1) a resident of a country in which Netaktion is authorized to operate the Paid Subscription; (2) legally capable of entering into a binding contract; and (3) at least 18 years of age (or if between 13 and 18 years of age, you must have the consent of a parent or legal guardian). All fees and charges will be charged to the payment method you provided when you registered for the Paid Subscription (“Chosen Payment Method”). You agree to maintain a valid Chosen Payment Method during your use of the Paid Subscription. Netaktion reserves the right to change the annual fee at any time, with or without notice to you.
3.6 You will immediately gain access to the Paid Subscription on the day that you register for and purchase the Paid Subscription (“Activation Date”). Your Paid Subscription is effective for one (1) year (the “Subscription Term”) and will terminate automatically at such time.
4. YOUR CONTENT
5. CONTENT PROVIDED VIA LINKS AND THIRD PARTY CONTENT
You may find third party content and/or links to third party Internet sites or resources in or on the Netaktion Property. You acknowledge and agree that Netaktion is not responsible for activities of third parties or the availability of such content or external third party sites or resources, and Netaktion does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources or from third parties. Netaktion will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services.
You agree to indemnify and hold Netaktion and its subsidiaries, affiliates, licensors, partners and suppliers and their respective shareholders, officers, directors, agents, licensors, suppliers, customers, alliance members, partners, employees and representatives harmless from any claims made or brought by a third party, including, without limitation, lawsuits, actions, proceedings, arbitrations, liabilities, damages, fees, penalties, judgments, settlements, expenses or demands, reasonable attorneys’ fees, due to, relating to or arising out of your content, property or any information or materials you provide or provided to Netaktion, use of or access to Netaktion Property by you and/or your affiliates, shareholders, officers, directors, agents, licensors, suppliers, customers, alliance members, partners, employers, employees and representatives (including, without limitation, any use on behalf of your employer or any third party), your violation of the Terms, or your violation of any rights of another.
7. NOTICES; MODIFICATION AND TERMINATION OF NETAKTION Property
Netaktion may provide notice to you via email, regular mail, or posting notices or links to notices via the Netaktion Property. Netaktion and its designees reserve the right to, at any time, monitor, restrict access to, edit, remove, delete, modify, limit, suspend or terminate the Netaktion Property (or any part thereof or related information or files), and/or your use of or access to the foregoing, with or without notice and in its sole discretion. If you breach these Terms, these Terms and any and all of your rights to use or access Netaktion Property shall immediately and automatically cease and terminate. Netaktion will not be liable to you or any third-party for any deletion, modification, limitation, suspension, or termination of the Netaktion Property (or any part thereof or related information or files), or loss of related information.
8. ADVERTISEMENTS AND PROMOTIONS
Netaktion may run advertisements and promotions on the Netaktion Property, including, without limitation, on behalf of third parties. Your correspondence or business dealings with, or participation in promotions of, advertisers or companies other than Netaktion found on or through the Netaktion Property, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or company. Netaktion is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of advertisements or promotions on the Netaktion Property. You may opt out of use of your non-personal data by certain of our vendors by following the link to the DAA’s Consumer Opt-Out Page at www.aboutads.info.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Except as expressly authorized by Netaktion, you agree not to reproduce, link to (via hyperlinks or otherwise), scrape, modify, rent, copy, lease, loan, sell, distribute, mirror, frame, syndicate, cache, store, record, publish, download, transmit, display or create derivative works of the Netaktion Property, in whole or in part, by any means. You may not, for example, publish any portion of the Netaktion Property (or links thereto) on any internet, intranet or extranet site or incorporate the Netaktion Property in any product, database, compilation, archive or cache. You must not modify, decompile, or reverse engineer any software Netaktion discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership. You shall not attempt to circumvent any content protection mechanisms or digital rights management systems.
9.2 “Netaktion Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans and other designations Netaktion uses in connection with its products and services. You agree to comply with Netaktion’s trademark and logo usage requirements as may be in effect from time to time. You may not use, remove or alter any Netaktion Trademarks, or co-brand your own products or material with Netaktion Trademarks, without Netaktion’s prior written consent. You acknowledge Netaktion’s rights in Netaktion Trademarks and agree that any use of Netaktion Trademarks by you shall inure to Netaktion’s sole benefit. You agree not to incorporate any Netaktion Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.
9.3 Netaktion is committed to respecting others’ intellectual property rights, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement on Netaktion Property, please contact our Copyright Agent in accordance with our Copyright Policy which is available here and incorporated into these Terms.
9.4 Except as expressly set forth in these Terms, no right or license, express or implied, is granted to you or any third party by estoppel, implication, exhaustion or other doctrine of law, equity or otherwise with respect to any Netaktion Property or any other product, content, technology, intellectual property or service of Netaktion or its affiliates, licensors or partners. In addition, nothing in these Terms shall be deemed to grant to you or any third party the right or license to use Netaktion Property on any platform or device, in any place or in any manner which is not expressly authorized hereunder. For clarity, no right or license, express or implied, is granted to you or any third party by estoppel, implication, exhaustion or other doctrine of law, equity or otherwise with respect to any patent or patent application of Netaktion or its affiliates, licensors or partners. Nothing in these Terms shall be deemed to be a waiver or release of your past, present or future obligations to acquire such rights and/or licenses from Netaktion or its affiliates, licensors or partners.
10. DISCLAIMER OF WARRANTIES
10.1 YOUR USE OF THE NETAKTION PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL ADVERTISEMENTS AND OTHER CONTENT, IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. NETAKTION AND ITS AFFILIATES, LICENSORS, LICENSEES, SUPPLIERS, CUSTOMERS AND PARTNERS SHALL HAVE NO DIRECT OR INDIRECT LIABILITY OR RESPONSIBILITY ARISING FROM YOUR USE OF OR RELIANCE ON THE NETAKTION PROPERTY. THE NETAKTION PROPERTY IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. NETAKTION DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NETAKTION MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, AVAILABILITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE NETAKTION PROPERTY.
10.2 NETAKTION MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE NETAKTION PROPERTY WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE NETAKTION PROPERTY WILL BE ACCURATE, COMPLETE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, TIMELY, SECURE, ERROR-FREE OR RELIABLE; (C) THE QUALITY OF ANY NETAKTION PROPERTY OR PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE NETAKTION PROPERTY WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (D) ANY ERRORS OR DEFECTS IN THE NETAKTION PROPERTY WILL BE CORRECTED.
10.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR PROPERTY OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE NETAKTION PROPERTY (INCLUDING, WITHOUT LIMITATION, DAMAGE CAUSED BY CHANGES TO NETAKTION PROPERTY), INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
11. LIMITATION OF LIABILITY
11.1 TO THE FULLEST EXTENT PERMITTED BY LAW, NETAKTION IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE NETAKTION PROPERTY, EVEN IF NETAKTION HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE NETAKTION PROPERTY; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE NETAKTION PROPERTY; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR CONTENT, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; (D) DEATH OR PERSONAL INJURY OR (E) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
11.2 TO THE EXTENT THAT THE APPLICABLE LAWS OF ANY JURISDICTION DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DEATH OR PERSONAL INJURY, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXCLUSION OF STATUTORY RIGHTS OR DAMAGES FOR FRAUDULENT MISREPRESENTATION, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY, BUT ONLY TO THE EXTENT THAT THE EXCLUSION OR LIMITATION IS NOT ALLOWED BY APPLICABLE LAWS.
13. GENERAL TERMS
13.1 The Terms constitute the entire agreement between you and Netaktion relating to the subject matters herein, and cancel and supersede any prior versions of the Terms. No modifications made by you to the Terms will be binding on Netaktion unless in writing and signed by an authorized Netaktion representative. Netaktion reserves the right to terminate and/or change these Terms at any time in its sole discretion with or without notice. Netaktion may notify you of any such changes solely by changing these Terms and making them available on this website. Your continued use of the Netaktion Property after the posting of any amended Terms shall constitute your agreement to be bound by any such changes. You shall not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when you use Netaktion or third-party products or services.
13.2 The Terms constitute the entire agreement between you and Netaktion relating to the subject matters herein, and cancel and supersede any prior versions of the Terms. No modifications made by you to the Terms will be binding on Netaktion unless in writing and signed by an authorized Netaktion representative. Netaktion reserves the right to terminate and/or change these Terms at any time in its sole discretion with or without notice. Netaktion may notify you of any such changes solely by changing these Terms and making them available on this website. Your continued use of the Netaktion Property after the posting of any amended Terms shall constitute your agreement to be bound by any such changes. You shall not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when you use Netaktion or third-party products or services.
13.3 New York law and controlling U.S. federal law govern any action related to the Terms and/or your use of the Netaktion Property. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and Netaktion agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Manhattan, New York, U.S.A.
13.4 The Netaktion Property and products derived or obtained from the Netaktion Property may be subject to the U.S. export laws, rules and regulations and the export or import laws, rules and regulations of other countries. You agree to comply strictly with all such laws, rules and regulations and, in particular, shall: (a) obtain any export, re-export, or import authorizations required by U.S. or your local laws; (b) not use Netaktion Property or anything derived from the Netaktion Property to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Netaktion Property or anything derived from the Netaktion Property to prohibited countries and entities identified in the U.S. export regulations.
13.5 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
13.6 6Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
13.7 In the event of a conflict between these Terms and any other agreements between you and Netaktion, Netaktion shall determine in its discretion which terms shall govern.
13.8 This English language version of these Terms governs your relationship with Netaktion and any translations of the Terms into another language shall not be binding on Netaktion.
This document was last updated February 15, 2020.