Your Use of Content
You acknowledge that the Services contain information, software, articles, reviews, content, photographs, audio and video clips, graphics, links, logos, trademarks, the “look and feel” of our websites, applications and software and other material (collectively, the “Content”) that are protected by copyright, trademark and/or other proprietary rights of Rotorua Noir or third parties. All Content on the Services is protected by applicable copyright laws. You agree to comply with all copyright laws and any copyright notices, information, or restrictions contained in any Content available on or accessed through the Services. Users of the Services may use the Content only for their personal, noncommercial use. Businesses, organizations or other legal entities may not become Members, and are not permitted to use the Services for any purpose, including but not limited to collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of, or linking to, the Services or users on the Services.
Except as expressly permitted, you may not (i) modify, publish, transmit, reproduce, create derivative works from, distribute, perform, display, adapt, aggregate, sell, transfer or in any way exploit any of the Content, code or Material (defined below), in whole or in part, or (ii) use any robot, spider, site search and/or retrieval application, or other device to scrape, extract, retrieve or index any portion of the Services. Content consisting of downloadable or web-based software may not be reverse engineered unless specifically authorized by the owner of the software’s patent and/or copyright. You also agree not to circumvent, disable or otherwise interfere with any security related features of the Services or the Content, including features that prevent or restrict use or copying, or that enforce limitations on use.
You may only post on the Services content owned by you (such as your original statements or video clips), content for which you have received express written permission from the owner and content in the public domain (collectively, the “Material”). You assume all risk and responsibility for determining whether any Material is in the public domain. You hereby grant, transfer and assign to Rotorua Noir and its affiliates, successors, assigns and licensees (collectively, “Licensee”) a fully-paid, royalty-free, irrevocable, perpetual, worldwide right and license to publish, distribute, reproduce, transmit, use, translate, display, perform, modify, revise, create derivative works of and archive the Material, in any form or media now known or hereafter developed (including without limitation in print, magnetic or electronic form), including, but not limited to, as part of the Services or in support of the Services through advertising or marketing, on any number of occasions in any form, and to sublicense third parties (including other users of the Services) to do any of the foregoing with further right of sublicense (the “License”), without payment or compensation to you and without seeking further permission from you. You represent and warrant that you are authorized to grant all rights set forth in the preceding sentence and that the exercise by Licensee of Licensee’s rights under the License shall not violate any laws, defame or libel any person, invade any person’s right of privacy or publicity or otherwise violate, misappropriate or infringe the rights of any person (including but not limited to any copyright or moral right). You agree that you are solely responsible for the Material that you post on the Services or transmit to others and agree that you will not hold Company responsible or liable for any materials or content you access or receive from other users of the Services.
You may download, copy and make any personal, non-commercial use of the Content and use that is expressly permitted by the United States Copyright Act of 1976, as amended (“Copyright Act”) and not prohibited by any section of the Copyright Act or by any other applicable law, rule or regulation; provided, however, that you maintain all copyright and other notices contained in such Content; and provided further that you shall not store electronically any significant portion of any Content.
To the extent that you provide us with any suggestions, feedback or other information relating to our business or the Services (including, but not limited to, suggested new products or services or improvements to existing products and services), such information is provided to us on a non-confidential and unrestricted basis, and you hereby grant to the Licensee (as defined above) a non-exclusive, worldwide, perpetual, royalty-free, fully transferrable and sublicensable right and license to reproduce, display, distribute, use and fully exploit such suggestions, feedback and information.
Rules of Conduct
Rotorua Noir has the right, but not the obligation, to investigate any illegal and/or unauthorized use of the Services and appropriate legal action may be taken, including without limitation, civil, and injunctive relief. While utilizing the Services, you may not:
- Use the Services for any commercial purpose, to distribute any advertising or solicitation of funds or goods and services, or to solicit users to join competitive online services;
- Post on the Services any links to any external Internet sites that are obscene or pornographic, or display pornographic or sexually explicit material of any kind;
- Post on the Services or transmit through the Services any Material that violates or infringes another person’s intellectual property rights (including, but not limited to, third party music, videos, photos or other materials where you do not have written authority from the owner to post or transmit such materials);
- Post or transmit any Material that contains any advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation;
- Reformat, frame or mirror any portion of any web page that is part of the Service;
- Post Material containing restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
- Submit any Material that impersonates a person or entity, falsely implies sponsorship or endorsement of that Material by the Services, Rotorua Noir and/or any third party, falsify or delete any author attributions in any Material, or promote any information that you know is false or misleading;
- Transmit any viruses, worms, defects, Trojan horses or other items of a contaminating or destructive nature through the Services or otherwise attempt to interfere with the proper working of the Service or the use and enjoyment of the Services by other users;
- Promote an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or videos or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
- Submit Material, or engage in any activity, that is libelous, defamatory, obscene, pornographic, abusive, harassing, threatening, unlawful, or violates the rights of any third party (including their rights of privacy or publicity) or that promotes or encourages illegal activity, racism, bigotry, hatred, physical harm or discrimination of any kind against any group or individual; or
- Harvest or collect email addresses or other contact information of other users by electronic or other means.
You agree to indemnify, defend and hold Rotorua Noir and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the “Rotorua Noir Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including attorneys’ fees) incurred by any Rotorua Noir Party in connection with:
- Your use of, or connection to, our Services;
- Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you;
- The content, the quality, or the performance of Material that you submit;
- Your violation of the rights of any other person or entity; or
- Your violation of any applicable laws, rules or regulations.
Rotorua Noir reserves the right, at its own 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 Rotorua Noir’ defense of such claim
Disclaimer of Warranties; Limitation of Liability
The Services and the Content are distributed on an “as is, as available” basis. None of Rotorua Noir, third party vendors or content providers or their respective agents makes any warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose, with respect to the Services, any Content or any products or services sold through the Services. Neither Rotorua Noir nor any third party content provider warrants that any files available for downloading through the Services will be free of viruses or similar contamination or destructive features. Neither Rotorua Noir nor any third party content provider warrants that any of the goods or services linked to or advertised in the Services comply with data protection or other relevant legislation and Rotorua Noir accepts no liability whatsoever for any claim arising from such goods or services.
You expressly agree that the entire risk as to the quality and performance of the Services and the accuracy or completeness of the Content is assumed solely by you and Rotorua Noir cannot guarantee the continued availability of any particular component of the Services. You specifically acknowledge that Rotorua Noir is not responsible or liable for any unauthorized access to or alteration of your materials, data or other transmissions entered into through the Services or for any threatening, defamatory, obscene, offensive or illegal Content or for conduct of any other party or for any infringement of another’s rights.
Rotorua Noir SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. Rotorua Noir, ANY THIRD PARTY CONTENT PROVIDER AND THEIR RESPECTIVE AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OR CORRUPTION OF INFORMATION OR DATA, LOSS OF BUSINESS OR LOST PROFITS, LOSS OF REPUTATION OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, Rotorua Noir IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS ANY WAY CONNECTED TO YOUR USE OF THE SERVICES, LIABILITY OF Rotorua Noir SHALL IN NO EVENT EXCEED THE GREATER OF (I) THE TOTAL OF ANY SUBSCRIPTION OR SIMILAR FEES WITH RESPECT TO ANY SERVICE OR FEATURE OF THE SERVICES PAID IN THE SIX MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE AGAINST Rotorua Noir, OR (II) ONE HUNDRED U.S. DOLLARS ($100.00).
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, YOU RELEASE Rotorua Noir FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE, AND AGREE TO HOLD Rotorua Noir HARMLESS IN CONNECTION WITH ANY SUCH DISPUTE.
Some jurisdictions do not allow exclusion of implied warranties or certain limitations of liability, including for incidental or consequential damages, punitive or exemplary damages, bodily or moral (reputational) damages, gross negligence, death or personal injury caused by negligence, personal injury or loss of or damage to property caused by defective products, fraud and/or fraudulent misrepresentation, or recklessness, so the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of Rotorua Noir, third party content providers and their respective agents shall be limited to the greatest extent permitted by applicable law.