2. Using our Services.
You must follow all policies made available to You within the Services.
You should not give false or misleading information to Us or anyone else in connection with setting up and account or Your use of the Services.
Using our Services does not give You ownership of any intellectual property rights in our Services or the content You access. You may not copy, reproduce, modify, create derivative works from, or distribute any content from or aspect of our Services, except for any express permission as to the rights granted when you purchase Purchased Files from our Store (“Purchased Files”). Also, these terms do not grant You the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.
You may only use the Services as explicitly authorized. Without limiting the foregoing, You may not use the Services for any revenue generating endeavor, commercial enterprise, or other purpose other than for personal, non-commercial use, without our express written consent.
Don’t misuse our Services. For example, don’t interfere with our Services, trespass or burden network capacity, or try to access them using a method other than the interface and the instructions that we provide.
Do not engage in any activities that smacks of bad online citizenship, such as attempt to obtain password, account or private information from another user, or attempt to reverse engineer or hack into our systems. You further agree not to use the Services in any manner to harass, abuse, defame or otherwise infringe or violate the rights of any other party.
You cannot bypass any technical protections or throttling that we institute.
You may not access or scrape the Site by any automated means unless You are a search engine crawling the Site for the sole purpose of creating a publicly accessible search index.
You may not us the Services if You are not legally permitted to do so and may only use the Services as permitted by law, including applicable export and re-export control laws and regulations.
Anything we ask You not to do.
We may suspend or stop providing our Services to You if You do not comply with our terms or policies or if we are investigating suspected misconduct.
3. Company Rights. Company retains all right, title and interest in the Services, including without limitation, all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof. You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright laws. Except for rights expressly granted in the Agreement, nothing in the Agreement grants You any right, title or license. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.
4. Third-party Technologies. You understand that Services may display, include, or make available content, data, information, applications or materials from third parties or provide links to certain third party web sites (“Third Party Materials”). You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. We expressly disclaim any responsibility for all aspects of the Third Party Materials and You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services in connection with any Third Party Materials.
5. Third Party Trademarks and Content. Use of any third party trademarks or third party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in the Agreement grants You any license to third party trademarks or content, which shall remain the property of their respective owners.
6. User Feedback. Certain aspects of the Services may permit You to submit feedback, images, and comments (e.g., customer ratings and review areas, all “User Feedback”). By submitting User Feedback, You represent and warrant that You own or have complete rights to provide such User Feedback and You hereby grant to Company an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, license (sublicensable through multiple tiers) to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display Your User Feedback (or any modification thereto), in whole or in part, in any format or medium now known or later developed in any manner and for any purpose. This paragraph governs User Feedback, excluding design files from the Design Store as well as those uploaded by You, which are governed by the Design Store Terms.
7. Changes. We are constantly developing the Services. This means that we may change or discontinue any aspect of the Services without notice or liability to You. In addition, we may change all or part of the Agreement at any time, including these Terms. We will post changes to these Terms on the Site. YOUR CONTINUED USE OF THE SERVICES WILL CONSTITUTE ACCEPTANCE OF THE CHANGED TERMS.
8. Indemnity, Disclaimers and Limits on Liability
8.1 You shall indemnify, defend, and hold harmless Company, its affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, and representatives (the “Covered Entities”) against all liability, claims, costs, damages, settlements, and expenses (including interest, penalties, attorney fees and expert witness fees) (“Liabilities”) incurred by Covered Entities arising out of or relating to Your Use of the Services, all User Submissions, and Your failure to comply with this Agreement. Company reserves the right, at Your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with the defense of such claim.
8.2 COMPANY PROVIDES THE SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW.
10.1 We do not want to receive information that is confidential or proprietary. If You send us suggestions, content, feedback or ideas of any kind, including potential improvements to the Services, we may use such suggestions, content and/or ideas for any or all purposes, with no compensation or attribution to You.
10.2 In connection with Your use of the Services, we may send You announcements, administrative messages, and other information. You may send us a request to opt out of some of those communications.
10.3 This Agreement will not be construed against either party as the drafter.
10.4 You are responsible for being informed about and complying with all laws, rules and regulations that apply to Your use of the Services.
10.5 Aside from the right of Company to make changes, any amendments to the Agreement must be in a writing signed by both parties.
10.6 We can assign the agreement to any entity that agrees to be bound by the Terms of the Agreement.
10.7 The Agreement is governed by California law, excluding its choice of laws principles. The exclusive venue for any litigation arising from or related to the Services shall be the courts of Los Angeles County, California, except for any optional arbitration as described next. If the dispute cannot be resolved through mediation. Excluding claims for equitable relief, if the total amount in dispute is less than $5,000, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established provider that is agreed by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator’s award entered as a judgment in any court of competent jurisdiction. You agree to bring claims only on an individual basis. All claims (in court or in arbitration) must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding. This Agreement does not allow class of collective arbitrations even if the arbitration procedures or rules would. The arbitrator may not consolidate more than one person’s claims with Your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
10.8 If any part of the Agreement is invalid, illegal or unenforceable, that condition will not affect any other provision of the Agreement. A delay or failure to require performance of any provision will not constitute a waiver of any rights and will not impede the ability to enforce that provision later.
10.9 Email Newsletter Privacy New Matter does not share customer information (including email addresses) outside the New Matter company unless it is necessary to provide you with products or services available from New Matter. We may also disclose information when you tell us to do so, to identify or contact you, to protect your rights or the rights of New Matter, or as required or permitted by law.
NEW MATTER, INC., 130 W. UNION ST., PASADENA, CA 91103
Dated: June 2015
Updated: September 2016