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PLEASE READ THESE TERMS OF USE
CAREFULLY BEFORE USING THIS WEBSITE.
Last updated April 1, 2003
Soul Graffiti, L.L.C. ("SGLLC,"
"we," "our" or "us"), provides the SoulGraffiti.com
World Wide Web Site (the "Site," located at http://www. soulgraffiti.com),
together with the advertising and content on the Site and any related
services (collectively, the "Services"), subject to your compliance
with the terms and conditions set forth in this agreement ("Agreement").
By using the Site or the Services, you agree to be bound by these terms
and conditions, our Privacy Policy, and any other agreement you are required
to enter into with SGLLC in conjunction with your participation in the
Site. If you do not agree to these terms and conditions, please do not
use the Site or the Services. This Agreement is made between SGLLC and
you, as a registered member or visitor ("you"). The words "you"
or "your" shall also mean heirs, executors, administrators,
successors and legal representatives. We reserve the right at any time
to impose or change any fees or charges for use of the Site or Services,
change the Site or the Services, including eliminating or discontinuing
any content on or feature of any Site or change the terms of this Agreement.
Any changes we make will be effective immediately on notice, which we
may give by posting the revised Agreement on the Site. Your use of the
Services after such notice will be deemed acceptance of such changes.While
using the Site and/or Services, you agree to comply with all applicable
laws, rules and regulations. We have no obligation to monitor the Site
or any materials that you transmit to the Site (including, without limitation,
any submission or other material). However, you acknowledge and agree
that we have the right to monitor the Site and the materials you transmit,
from time to time, and to disclose any information (including your personally
identifiable information) to any third party in order to operate the Site
properly; to protect SGLLC, the Site, the Services, our sponsors, partners,
affiliates, and our members and visitors; and to comply with any legal
obligations, regulations, or governmental requests. SGLLC may condition
your right to participate on the Site or in the Services on your furnishing
to SGLLC and keeping updated at all times such personal identifying information
as SGLLC may require.
RULES OF CONDUCT
While using the Site or the Services, you agree not to:
-Restrict or inhibit any other visitor or member from using the Site or
the Services; -Post or communicate any of visitor or member's real world
information (name, address, account name, etc.) through the Site or the
Services;
-Transmit any content or information
that is unlawful, harmful, threatening, abusive, harassing, defamatory,
libelous, vulgar, obscene, hateful, fraudulent or otherwise objectionable
content, or infringes on our or any third party's intellectual property
or other rights;
-Transmit any information,
software, or other material that contains a virus, worm, time bomb or
other harmful or disruptive component;
-Post or transmit chain letters
or pyramid marketing schemes;-Post or transmit unsolicited advertising,
promotional materials, or other forms of solicitation;
-Modify, adapt, sublicense,
translate, sell, reverse engineer, decompile or disassemble any portion
of the Site, the Services, or the software underlying either of them,
or modify any materials downloaded from the Site;
-Modify, copy, or tamper with
any film or screenplay or any other content that you may access through
the Site, or use any content that you might access through the Site or
the Services for any reason other than reading, viewing, listening to
or reviewing such screenplay or content;
-Collect, harvest or disclose
information about other Site visitors or members without their consent;
-Do any act which interferes
with or slows the operation of the Site or the Services;
-Use any application or other
device or process to retrieve, index or reproduce or circumvent the navigational
structure or presentation of the Site, the Services or their contents;
or
-Use the Site or Services for
any unlawful purpose. SUBMISSIONSSubject to the terms and conditions of
any and all other agreements between you and SGLLC in connection with
your use of the Site or the Services, any material (other than the Material
[as defined and more fully addressed in the Soul Graffiti Participation
Agreement] that you transmit to us or post anywhere on the Site or through
the Services may be used by SGLLC throughout the world in perpetuity for
any purpose whatsoever, including, but not limited to, reproduction, disclosure,
transmission, publication, broadcast, posting and sublicensing, and may
be modified to enable or complement any such use.
You shall not post, send or otherwise make us aware
of any creative materials of any kind, apart from your submissions, if
any, submitted in connection with a SGLLC sponsored contest or the "Share
Your Graffiti" section of the Site, such as stories or character
ideas, titles, screenplays, songs, or original artwork (collectively,
"unsolicited submissions"), unless you agree to our use thereof
as described hereinabove. If you send us any unsolicited submissions despite
your foregoing obligation not to do so, we take no responsibility and
will have no liability with respect to the use by SGLLC or any third party
of such unsolicited submissions or any portion thereof. The SGLLC Parties
shall not be liable for any use or disclosure of any unsolicited submissions.
By sending us unsolicited submissions you release, waive any claims with
regard to, and hold harmless the SGLLC Parties from and against any and
all claims of any kind that are or could be asserted with respect to any
use, license, sublicense, assignment, reproduction, distribution, creation
of derivative works of, public performances, public display, digital performances,
sales, offers, and other uses of any kind of such unsolicited submissions
in any media now known or hereafter developed, for any purpose whatsoever.
PROPRIETARY RIGHTS
The Site and the Services are owned and operated by SGLLC and others pursuant
to contractual arrangements. You acknowledge and agree that all content
and materials available on the Site and in the Services are protected
by copyrights, trademarks, service marks, patents, trade secrets, or other
proprietary rights and laws. You agree not to sell, license, rent, modify,
distribute, copy, reproduce, upload, post, transmit, publicly display,
publicly perform, publish, adapt, edit, or create derivative works from
such materials or content from the Site or the Services in any way. Modification
or use of any materials contained on the Site or in the Services is a
violation of SGLLC's copyright and other proprietary rights, and is strictly
prohibited. You acknowledge that you do not acquire any ownership rights
by using the Site or the Services. The following trademarks: SOUL GRAFFITI,
and all associated logos, graphics, images and domain names, including,
without limitation, SOULGRAFFITI.COM, are the trade names, trademarks,
service marks, logos, and/or domain names of SGLLC. You agree that you
will not challenge the respective ownership rights of SGLLC or any third
party in or to the SGLLC Marks or any third party marks, and that you
will not register or attempt to register any trademark, service mark,
logo, and/or domain name that is identical or confusingly similar to any
of the SGLLC Marks or third party marks contained on the Site or in the
Services. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENTIf you
believe that your material has been copied and is accessible on the Site
in a way that constitutes copyright infringement, you may notify SGLLC
at info@soulgraffiti.com by
providing our copyright agent with the following information:1. The electronic
or physical signature of the owner of the copyright or the person authorized
to act on the owner's behalf;2. A description of the copyrighted work
that you claim has been infringed and a description of the infringing
activity;3. Identification of the location where the original or an authorized
copy of the copyrighted work exists, for example the URL of the website
where it is posted or the name of the book in which it has been published;
4. Identification of the URL or other specific location on this site where
the material that you claim is infringing is located; you must include
enough information to allow us to locate the material; 5. Your name, address,
telephone number, and email address; and 6. A statement by you that you
have a good faith belief that the disputed use is not authorized by the
copyright owner, its agent, or the law; and7. A statement by you, made
under penalty of perjury, that the above information in your notice is
accurate and that you are the copyright owner or are authorized to act
on the copyright owner's behalf.
PRIVACY POLICY
We require you to read our Privacy
Policy, which (in addition to this Agreement and any other agreement
by which you may be bound) sets out how we collect and use any information
you submit to SGLLC or through the Site or the Services. You must be at
least 18 years old to register to use this Site or the Services.
INTERNATIONAL USE
Unless otherwise specified, the materials on the Site and in the Services
are presented solely for the purpose of promoting the entertainment, information,
and community resources and services available in, and other uses in,
the United States of America. We control and operate the Site and the
Services from within the United States. We make no representation that
materials on the Site or the Services are appropriate or available for
use in locations outside the United States, and accessing them from territories
where their contents are illegal is prohibited. Those who choose to access
the Site from other locations do so on their own initiative and are responsible
for compliance with local laws.
TERMINATION
SGLLC reserves the right, in its sole discretion, to terminate your access
to all or part of the Site or the Services, at any time, with or without
notice. DISCLAIMERS YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE SERVICES
ARE AT YOUR SOLE RISK. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS. SGLLC PROVIDES NO ASSISTANCE
INCLUDING, WITHOUT LIMITATION, ANY TECHNICAL OR CUSTOMER SUPPORT.SGLLC
MAKES NO WARRANTY THAT THE SITE OR THE SERVICES WILL MEET YOUR SYSTEM'S
REQUIREMENTS, OR THAT THE SITE OR THE SERVICES (OR THE SERVERS THAT MAKE
THEM AVAILABLE) WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR FREE
OF HARMFUL COMPONENTS; NOR DOES SGLLC MAKE ANY WARRANTY AS TO THE RESULTS
THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES OR AS TO
THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE
OR THE SERVICES OR THAT DEFECTS IN THE SITE OR THE SERVICES WILL BE CORRECTED.SGLLC
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU UNDERSTAND
AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SITE OR THE SERVICES IS DONE AT YOUR OWN DISCRETION
AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR
COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH
MATERIAL AND/OR DATA.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
SGLLC DISCLAIMS ANY WARRANTY THAT ANY STORY, POSTING, OR OTHER CONTENT
ON THE SITE OR IN THE SERVICES IS APPROPRIATE FOR ANY PARTICULAR AUDIENCE
OR READER, OR THAT SUCH MATERIAL IS FREE OF OFFENSIVE, INDECENT, OBSCENE,
DEFAMATORY OR OTHER POTENTIALLY INAPPROPRIATE ELEMENTS. YOU ACKNOWLEDGE
THAT WE DO NOT AND CANNOT REVIEW AND MONITOR CONTENT ON THE SITE OR IN
THE SERVICES, AND YOU HEREBY AGREE THAT WE SHALL HAVE NO LIABILITY FOR
ANY DAMAGES OR COSTS THAT MAY ARISE FROM OUR PUBLICATION OR YOUR VIEWING
OR READING OF, EXPOSURE TO, OR ACCESS TO ANY FILM, POSTING, SCREENPLAY
OR OTHER CONTENT ON THE SITE OR THE SERVICES. THE SITE AND SERVICES MAY
CONTAIN LINKS TO THIRD-PARTY SITES. THOSE THIRD-PARTY SITES ARE NOT UNDER
THE CONTROL OF SGLLC AND SGLLC IS NOT RESPONSIBLE FOR THE CONTENT ON ANY
LINKED SITE. IF YOU ACCESS A THIRD-PARTY SITE FROM OUR SITE, THEN YOU
DO SO AT YOUR OWN RISK. THE INCLUSION OF THE LINK DOES NOT IMPLY THAT
WE ENDORSE OR ACCEPT ANY RESPONSIBILITY FOR THE CONTENT ON THOSE THIRD-PARTY
SITES. SGLLC MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED
OR OBTAINED THROUGH THE SITE OR THE SERVICES OR ANY TRANSACTIONS ENTERED
INTO THROUGH THE SERVICE OR BY WAY OF THE SERVICES. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SGLLC OR THROUGH THE SITE
OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO
SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL SGLLC, ITS LICENSEES, SUCCESSORS, ASSIGNS,
RELATED OR AFFILIATED ENTITIES, ADVERTISERS, SPONSORS, PROVIDERS, CONTRACTORS,
CONSULTANTS OR PROFESSIONAL ADVISORS OR THE PARENT, SUBSIDIARY OR AFFILIATED
COMPANIES OF EACH OF THEM AND ANY OF ITS OR THEIR EMPLOYEES, OFFICERS,
DIRECTORS, MEMBERS, SHAREHOLDERS, REPRESENTATIVES OR AGENTS (THE "SGLLC
PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY
TO USE, THE SITE OR THE SERVICES. THIS LIMITATION APPLIES WHETHER THE
ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY,
OR ANY OTHER BASIS, EVEN IF SGLLC HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGE. TO THE EXTENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE SGLLC PARTIES'
LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT REQUIRED
BY LAW.
INDEMNIFICATION
You shall be fully responsible for any violation of this Agreement or
of any other agreement between you and SGLLC (including, but not limited
to, the Privacy Policy, and any other agreement). You agree to defend,
indemnify, and hold harmless the SGLLC Parties from all liabilities, claims,
and expenses, including attorneys' fees that arise from your use or misuse
of the Site or the Services. SGLLC reserves the right to assume the exclusive
defense and control of any matter otherwise subject to indemnification
by you, in which event you will cooperate fully with SGLLC in asserting
any available defenses.
GOVERNING LAW
This Agreement, the Privacy Policy and any other agreement between you
and SGLLC shall be governed by and construed in accordance with the laws
of the State of New Jersey, United States of America, excluding its conflicts
of law rules. In the event of any dispute arising out of or in connection
with your use of the Site or the Services, such dispute shall be submitted
to arbitration in the County of Middlesex, State of New Jersey, United
States of America in accordance with the rules and regulations of the
American Arbitration Association then in effect (as amended herein), provided
that said arbitration shall be heard before a single arbitrator, selected
pursuant to such rules and regulations, and shall be conducted on an expedited
basis and in confidence. Each party hereby waives any and all rights and
benefits which it might otherwise have or be entitled to under United
States federal law or the laws of the State of New Jersey, United States
of America or any other state or country to litigate any such dispute
in court, it being the intention of the parties to arbitrate, according
to the provisions of this Agreement, all such disputes. The arbitrator's
decision shall be controlled by the terms and conditions of this Agreement
and any other agreements you may enter into with SGLLC, and shall be final
and binding, and shall provide for each party to bear its own costs of
arbitration and attorneys' fees. Each party expressly waives any right
to a jury. Judgment upon the award of the arbitrator may be entered or
enforced in any court of competent jurisdiction. If either party shall
fail to appear at the hearing on the date designated in accordance with
the rules of the American Arbitration Association, or shall otherwise
fail to participate in the arbitration proceeding, the arbitrator is hereby
empowered to proceed ex parte. In the event of any dispute concerning
this Agreement or any other agreement between you and SGLLC, your sole
and exclusive remedy shall be to seek damages pursuant to an arbitration
authorized herein, and in no event will you be entitled to seek rescission,
or injunctive or other equitable relief. If you do not agree to these
requirements (or any other provision herein), do not use the Site or the
Services. SEVERABILITY AND INTEGRATIONThis Agreement, together with any
agreement referred to herein (including the Privacy Policy) and any other
agreement between you and SGLLC, constitutes the entire agreement between
you and SGLLC with respect to the Site and the Services and supersedes
all prior or contemporaneous communications and proposals (whether oral,
written, or electronic) between you and SGLLC with respect to the Site
and the Services. If any part of this Agreement is held invalid or unenforceable,
that portion shall be construed in a manner consistent with applicable
law to reflect, as nearly as possible, the original intentions of the
parties, and the remaining portions shall remain in full force and effect.
MISCELLANEOUS
This Agreement is not assignable or otherwise transferable by you, and
any such transfer, assignment or sublicense shall be null and void. No
agency, partnership, joint venture or employment relationship between
you and SGLLC is intended or created by this Agreement. No waiver by either
party of any breach or default hereunder shall be deemed to be a waiver
of any preceding or subsequent breach or default. Any heading, caption
or paragraph title contained in this Agreement is inserted only as a matter
of convenience and in no way defines or explains any paragraph or provision
hereof. Any notifications or other communications that we undertake to
send to you hereunder will be deemed conclusively given if sent to the
email address submitted as part of your registration with SGLLC. If such
email address does not function, SGLLC will have no obligation to send
you notifications or other communications by other means, notwithstanding
that other contact information for you may be available to us. Your electronic
consent to this Agreement (or to any other agreement between you and SGLLC),
whether by clicking "I AGREE" or similar buttons provided in
conjunction with any such agreement, your submission of any agreement
with your initials and/or name entered into a box provided for that purpose
together with the agreement, and/or your registration to use the Site
or the Services governed by this Agreement, shall constitute your electronic
signature and, according to the provisions of federal law (including,
without limitation, copyright law), shall be of the same effect as if
you had signed such agreement manually. Your access and use of the Site
or the Services also constitutes your acceptance of this Agreement. Upon
our request, you agree to sign a non-electronic version of this Agreement.
A printed version of this Agreement and/or of any notice given in electronic
form shall be admissible in judicial, administrative, or arbitration proceedings
based upon or relating to this Agreement to the same extent and subject
to the same conditions as other business documents and records originally
generated and maintained in printed form.
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