Last Updated: September 19, 2017

PLEASE READ THIS AGREEMENT CAREFULLY.  IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS TO AND USE OF THE SERVICE (DEFINED BELOW).

Introduction

These Terms of Use (“Terms”) govern your access to and use of the websites (including both mobile and online versions) made available by The Copyright Promotions Licensing Group Limited (“CPLG”, “we” “our” or “us”) (collectively, the “Service”), regardless of how you access or use the Service, whether via computer, mobile device or otherwise.  The term “you” or “your” refers to the person or entity accessing or using the Service.  By using the Service, you acknowledge and accept the Service’s Privacy & Cookies Policy and consent to the collection, disclosure, storage and use of your data in accordance with the Privacy & Cookies Policy.

If You Want to Use the Service,

then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations.  Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms then posted.  Therefore, do not use the Service if you do not agree

The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes, we would not make the Service available to you.

By installing, downloading, accessing, or otherwise using the Service, you agree to be bound by these Terms. 

Full Details of the Terms of Use

1. Service Content, Ownership, Limited License and Rights of Others

A. Content.  The Service contains a variety of: (i) materials and other items relating to CPLG and from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of CPLG (collectively,  “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). 

B. Ownership.  The Service (including past, present, and future versions) and the Content are owned or controlled by CPLG, our licensors or certain other third parties.  All right, title, and interest in and to the Service (or any part thereof) and the Content (or any part thereof), including any and all updates, modifications, adaptations, translations, customizations or derivative works of any of the foregoing, is the property of CPLG or our licensors or certain other third parties, and is protected by domestic and international copyright, trademark, trade dress, patent, or other intellectual property and unfair competition rights and laws to the fullest extent possible.  CPLG owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content and the Service. 

C. Limited License.  Subject to your strict compliance with these Terms, CPLG grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, the Service (or any part thereof) or the Content (or any part thereof); and (ii) may be immediately suspended or terminated for any reason, in CPLG’s sole discretion, and without advance notice or liability.

D. Rights of Others.  When using the Service, you must respect the intellectual property and other rights of CPLG and others.  Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.  If you believe that your work has been infringed by means of an improper posting or distribution of it via the Service, then please see Section 3 below.

2. Service and Content Use Restrictions

A. Service Use Restrictions.  You agree that you will not: (i) use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to CPLG; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, CPLG, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service or the Content; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms.

B. Content Use Restrictions.  You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works, translations or adaptations from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or with the prior written consent of an officer of CPLG or, in the case of Content from a licensor, the owner of the Content; (vii) you will not alter transmission data without CPLG’s consent; and  (viii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

C. Availability of Service and Content.  CPLG may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in CPLG’s sole discretion, and without advance notice or liability.  We do not guarantee that our Service, or any Content on it, will always be available or be uninterrupted. Access to our Service is permitted on a temporary basis.  We will not be liable to you if for any reason our Service and/or Content is unavailable at any time or for any period.

D. Reservation of All Rights Not Granted as to Content and Service.  These Terms include only narrow, limited grants of rights to Content and to use and access the Service.  No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.  All rights not expressly granted to you are reserved by CPLG and its licensors and other third parties.  Any unauthorized use of any Content or the Service for any purpose is prohibited.

3. Procedure For Alleging Copyright Infringement

CPLG will respond appropriately to notices of alleged copyright infringement that comply with applicable laws (for example, in the United States, the U.S. Digital Millennium Copyright Act (“DMCA”) and in England and Wales the Copyright, Designs and Patents Act 1988 (“CDPA”)), as set forth below.  If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:

(i) a legend or subject line that says: “DMCA/CDPA Copyright Infringement Notice”;

(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);

(iv) your full name, address, telephone number and email address;

(v) a statement by you 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;

(vi) a statement by you, made under penalty of perjury if you reside in the U.S. and in good faith and to the best of your knowledge if you reside in the EU, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and

(vii) your electronic or physical signature.

CPLG will only respond to DMCA/CDPA Notices that it receives by mail, email or facsimile at the addresses below:

By Mail:  The Copyright Promotions Licensing Group Limited, One Queen Caroline Street, Hammersmith, London W6 9HQ United Kingdom  (Attn: DMCA/CPDA Agent)

By email: DMCA@cplg.com  

By Facsimile: +44 (0)20 8563 6465

It is often difficult to determine if your copyright has been infringed.  CPLG may elect to not respond to DMCA/CDPA Notices that do not substantially comply with all of the foregoing requirements, and CPLG may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA and/or the CDPA. 

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work.  That person may elect to send us a DMCA/CDPA Counter-Notification.

Without limiting CPLG’s other rights, CPLG may, in appropriate circumstances, terminate a repeat infringer’s access to the Service and any other website owned or operated by CPLG.

4. Procedure For Alleging Infringement of Other Intellectual Property

If you own intellectual property other than copyrights and believe that your intellectual property has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice to the addresses set forth above that includes all of the following:

(a) a legend or subject line that says:  “Intellectual Property Infringement Notice”;

(b) a description of the intellectual property that you claim has been infringed;

(c) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);

(d) your full name, address, telephone number and email address;

(e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law;

(f) a statement by you, made under penalty of perjury if you reside in the U.S. and in good faith and to the best of your knowledge if you reside in the EU, that all the information in your notice is accurate, and that you are the owner of the intellectual property at issue (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner of the intellectual property that is allegedly infringed); and

(g) your electronic or physical signature.

We will act on such notices in our sole discretion.  Any user of the Service that fails to respond satisfactorily to CPLG with regard to any such notice is subject to suspension or termination.  We may send the information that you provide in your notice to the person who provided the allegedly infringing material.

5. Notices and Questions

You agree that: (i) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner that we may elect; and (ii) we may contact you by mail or email sent to the address provided by you.  You agree to promptly notify us if you change your email or mailing address by updating your account information. 

If you have a question regarding using the Service, you may contact us at enquiries@cplg.com.

CPLG is registered in the United Kingdom under company number Registry No.: 2133747 and have our registered office at One Queen Caroline Street, Hammersmith, London W6 9HQ United Kingdom. Our VAT number is GB524252962. We are a limited company.

6. Linked-To Websites; Dealings with Third Parties

A. Linked Services. The Service may contain links to or from third-party websites (“Linked Services”), including websites operated by licensors, licensees, and certain other third parties who may have business relationships with CPLG.  CPLG may have no control over the content, operations, policies, terms, or other elements of Linked Services, and CPLG does not assume any obligation to review any Linked Services.  CPLG does not endorse, approve, or sponsor any Linked Services, or any third-party content, advertising, information, materials, products, services, or other items.  Furthermore, CPLG is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Services.  Finally, to the extent permitted by law, CPLG will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Services.  Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Services.  CPLG disclaims all liability in connection therewith.

B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Services or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like).  CPLG disclaims all liability in connection therewith.

7. Wireless and Location-Based Features

A. Wireless Features.  The Service may offer certain features and services that are available to you via your wireless Device.  These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”).  Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features.  Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance.  Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device.  You should check with your carrier to find out what plans are available and how much they cost.  Contact your carrier with questions regarding these issues.

B. Terms of Wireless Features.  With respect to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties.  Further, we may collect information related to your use of the Wireless Features.  If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes. 

C. Location-Based Features.  If you have enabled GPS, geo-location or other location-based features on any mobile app(s) or feature(s), you acknowledge that your Device location will be tracked and may be shared with others consistent with the Privacy & Cookies Policy.  Some mobile app(s) or feature(s) allow for you to disable location-based features or manage preferences related to them.  However, you can terminate Device location tracking by us by disinstalling any mobile app(s) or feature(s).  The location-based services offered in connection with our mobile app(s) or feature(s) are for individual use only and should not be used or relied on as an emergency locator system, used while driving or operating vehicles, or used in connection with any hazardous environments requiring fail-safe performance, or any other situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or severe physical or property damage.  The location-based services are not suited or intended for family finding purposes, fleet tracking, or any other type of business or enterprise use – other products exist today that may be used specifically for these purposes.

8. Dispute Resolution (Not applicable to residents of Quebec, Canada)

A. First – Try to Resolve Disputes and Excluded Disputes – Applicable to All Users.  If any controversy, allegation, or claim arises out of or relates to the Service, the Content, these Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of CPLG’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 8(D)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it.  Our notice to you will be sent to you based on the most recent contact information that you provide us.  But if no such information exists or if such information is not current, then we have no obligation under this Section 8(A).  Your notice to us must be sent via email to: enquiries@cplg.com.   For a period of sixty (60) days from the date of receipt of notice from the other party, CPLG and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or CPLG to resolve the Dispute or Excluded Dispute on terms with respect to which you and CPLG, in each of our sole discretion, are not comfortable. If you reside in the U.S. (and as applicable to U.S. residents), certain portions of this Section 8 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act.  You and CPLG agree that we intend that this Section 8 satisfies the “writing” requirement of the Federal Arbitration Act. 

B. Binding Arbitration 

(1) Binding Arbitration Applicable to U.S. Residents.  If we cannot resolve a Dispute as set forth in Section 8(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND CPLG (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION.  THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE.  For U.S. residents, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between CPLG and you regarding these Terms and the Service, including the “No Class Action Matters” Section below.  BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.  CPLG and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 8(H) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and CPLG regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA.  If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of CPLG consent to in writing.  If an in-person arbitration hearing is required and you are a U.S. resident, then it will be conducted in Los Angeles, California.  You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require CPLG to pay a greater portion or all of such fees and costs in order for this Section 8 to be enforceable, then CPLG will have the right to elect to pay the fees and costs and proceed to arbitration.  The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim.  All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide.  This arbitration provision shall survive termination of these Terms or the Service.  You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com

(2) Binding Arbitration Applicable to Canadian Residents.  In Canada, if a Dispute is not resolved as set forth in Section 8(A), the parties involved in the Dispute may agree to resolve the Dispute using final and binding arbitration.  If the parties elect to use arbitration, claims shall be referred to ADR Institute of Canada.  For a copy of the procedure to file a claim, or for other information about this organization, contact them as follows: www.adrcanada.ca.  If an in-person arbitration hearing is required and you are a Canadian resident, then it will be conducted in Toronto, Ontario and in the English language.

C. Limited Time to File Claims Applicable to U.S. Residents.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 8(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.  Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 8(A); (b) filing for arbitration as set forth in Section 8(B)(1); or (c) filing an action in state, Federal or provincial court. 

D. Injunctive Relief Applicable to U.S. and Canadian Residents.  The foregoing provisions of this Section 8 will not apply to any legal action taken by CPLG to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content and/or CPLG’s intellectual property rights (including such CPLG may claim that may be in dispute), CPLG’s operations, and/or CPLG’s products or services. 

E. No Class Action Matters Applicable to U.S. Residents.  YOU AND CPLG AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION.  Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party.  There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated.  But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 8(B)(1) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 8(F).  Notwithstanding any other provision of this Section 8, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator.  The arbitrator does not have the power to vary these class action waiver provisions.

F. Jurisdictional Issues Applicable to All Users.  Except where arbitration is provided above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted, if you are a resident of the U.S., in state or Federal court in State of California in Los Angeles County, or if residing in Canada, in the Ontario Superior Court of Justice in Toronto, Canada.  If you are a resident residing in the EU, the courts of England and Wales shall have exclusive jurisdiction over any Dispute and Excluded Dispute.  Accordingly, you and CPLG consent to the exclusive personal jurisdiction and venue of such courts for such matters.

G. Small Claims Matters Are Excluded from Arbitration Requirement Applicable to All Users.  Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.

H. Governing Law.  These Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, if you reside in the United States, the laws of the State of California, if you reside in Canada, the laws of the Province of Ontario and the federal laws of Canada applicable therein, or if you reside in the European Union, the laws of England and Wales, without regard to its conflicts of law provisions

9. DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS

The laws of certain jurisdictions, including Quebec, do not allow the exclusion or limitation of legal warranties and the exclusion or limitation of representations made concerning goods or services.  If these laws apply to you, some or all of the below exclusions or limitations may not apply to you and you may have additional rights.

YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK.  THE SERVICE (OR ANY PART THEREOF) IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS, WITHOUT WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND.  Therefore, to the fullest extent permissible by applicable law, CPLG, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “CPLG Parties”), hereby disclaim and make no representations, warranties, conditions, endorsements, or promises, whether express or implied, written or oral, as to:

(a) the Service (including the Content);

(b) the functions, features, or any other elements on, or made accessible through, the Service;

(c) any products, services, or instructions offered or referenced at or linked through the Service;

(d) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);

(e) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;

(f) whether any defects to, or errors on, the Service will be repaired or corrected;

(g) whether your access to the Service will be uninterrupted;

(h) whether the Service will be available at any particular time or location; and

(i) whether your use of the Service is lawful in any particular jurisdiction. 

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CPLG PARTIES HEREBY FURTHER DISCLAIM ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, COLLATERAL OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

10. LIMITATIONS OF OUR LIABILITY

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY OR CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY CPLG PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including loss profits, loss of use, loss of data, fines, fees, penalties, personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

(a) the Service (including the Content);

(b) your use of or inability to use the Service, or the performance of the Service;

(c) any action taken in connection with an investigation by CPLG Parties or law enforcement authorities regarding your access to or use of the Service;

(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;

(e) any errors or omissions in the Service’s technical operation; or

(f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.  The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if CPLG Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service). 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND THE EXCLUSION OF LIABILITY SET OUT ABOVE DOES NOT APPLY, IN NO EVENT WILL CPLG PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID CPLG TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.  FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.

U.S. residents further understand and expressly agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived.  You acknowledge that Section 1542 provides that: “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.”  The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.

11. Waiver of Injunctive or Other Equitable Relief

WHERE PERMITTED BY APPLICABLE LAW (WHICH DOES NOT INCLUDE QUEBEC), IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.  THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY CPLG OR A LICENSOR OF CPLG.

12. Updates to Terms

These Terms, in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use).  AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED.  ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS.  Therefore, you should review the posted terms of use each time you use the Service (at least prior to each transaction or submission).  However, the Terms that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed.  In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.  You should frequently check the home page and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice.  You can reject any new or revised terms by discontinuing use of the Service and related services.

13. General Provisions

A. CPLG’s Consent or Approval.  As to any provision in these Terms that grant CPLG a right of consent or approval, or permits CPLG to exercise a right in its “sole discretion,” CPLG may exercise that right in its sole and absolute discretion.  No CPLG consent or approval may be deemed to have been granted by CPLG without being in writing and signed by an officer of CPLG.   

B. Indemnity.  Subject to applicable law, you agree to, and you hereby, defend, indemnify, and hold CPLG Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ or legal fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any CPLG Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your use of the Service and your activities in connection with the Service; (ii) your breach or alleged breach of these Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (iv) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; and (vi) CPLG Parties’ use of the information that you submit to us (all of the foregoing, “Claims and Losses”).  You will cooperate as fully required by CPLG Parties in the defense of any Claims and Losses.  Notwithstanding the foregoing, CPLG Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses.  CPLG Parties reserve the right to assume the exclusive defense and control of any Claims and Losses.  You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a CPLG Party.

C. Operation of Service; Availability of Products and Services; International Issues.  The Service is operated in the United States, Canada and the European Union and is primarily intended for users located in these countries/territories.  CPLG makes no representation that the Service is appropriate or available for use beyond the U.S.A, Canada or the EU.  If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.  We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, 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 we provide.  You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

D. Severability; Interpretation.  If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms (which will remain in full force and effect).  To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.  Wherever the word “including” is used in these Terms, the word will be deemed to mean “including, without limitation,”.  The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.

E. Communications.  As permitted by applicable law, when you communicate with us electronically, such as via email and text message, you consent to receive communications from us electronically.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

F. Investigations; Cooperation with Law Enforcement; Termination; Survival.  CPLG reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms, (iii) investigate any information obtained by CPLG in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms, and (vi) discontinue the Service, in whole or in part, or suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.   Any suspension or termination will not affect your obligations to CPLG under these Terms.  Upon suspension or termination of your access to the Service, or upon notice from CPLG, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Service.  The provisions of these Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to CPLG in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

G. Assignment.  CPLG may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice.  These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of CPLG. 

H. No Waiver.  Except as expressly set forth in these Terms, (i) no failure or delay by you or CPLG in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.  For avoidance of doubt, nothing herein shall be construed to restrict CPLG’s right to amend these Terms as otherwise permitted in those agreements.

I. Connectivity.  You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.

14. Terms Applicable For Apple iOS and Microsoft Windows

If you are accessing or using the Service through a Device manufactured and/or sold by Apple, Inc. (“Apple”, with such a device herein referenced as an “Apple Device”):

(i) To the extent that you are accessing the Service through an Apple Device, you acknowledge that these Terms are entered into between you and CPLG and, that Apple is not a party to these Terms other than as third-party beneficiary as contemplated below.

(ii) The license granted to you in Section 1  of these Terms is subject to the permitted Usage Rules set forth in the Apple App Store Terms and Conditions (see: http://www.apple.com/legal/itunes/us/terms.html) and any third party terms of agreement applicable to the Service.

(iii) You acknowledge that CPLG, and not Apple, is responsible for providing the Service and Content thereof.

(iv) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.

(v) To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.

(vi) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and CPLG, CPLG and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. 

(vii) Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.

(viii) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

(ix) When using the Service, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Service.

(x) You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

If you are accessing or using the Service through a Device manufactured and/or sold by Microsoft (“Microsoft”, with such a device herein referenced as a “Microsoft Device”):

(i) Notwithstanding anything to the contrary in these Terms, you may download, stream, install and use one copy of the Service on up to the number of Microsoft Devices that are associated with your Microsoft account you personally own or control and which are affiliated with the Windows Live ID associated with Your Windows Phone Marketplace account.  You may not install or use a copy of the Service on a Microsoft Device you do not own or control.

(ii) You acknowledge and agree that neither Microsoft, nor the manufacturer of your Microsoft Device(s), shall have any responsibility to provide to you any known applicable maintenance or support services in connection with your use of the Service.

(iii) SUBJECT TO AND WITHOUT LIMITING THE GENERALITY OF SECTION 10, MICROSOFT’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE INITIAL PURCHASE PRICE PAID BY YOU FOR THE SERVICE.

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