When using the 23bits Site, You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into these Terms.
When using the Website, You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.
23bits reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms and any Guidelines periodically for changes. Your continued use of the 23bits Site after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the 23bits Site.
23bits may now or in the future permit the posting by You and other users of notes, questions, comments, ratings, reviews, images and videos or other communications (collectively, “User Postings”) and the hosting, sharing, and/or publishing of such User Postings. You understand that whether or not such User Postings are published, 23bits does not guarantee any confidentiality with respect to any submissions.
By submitting or distributing User Postings through the Website, You hereby grant to 23bits a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute and re-distribute, and otherwise exploit your User Postings, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).
By submitting or distributing User Postings through the Website, You hereby grant to each User of the Website a non-exclusive license to access and use your User Postings. The foregoing license granted by You terminates as to a specific User Posting once You remove or delete such User Posting from the Website provided, however, that Users’ rights to such User Posting arising out of distributions occurring on or prior to deletion of such User Posting from the Website survive any termination or expiration of the license granted in this Section 5.3.
You are solely responsible for your User Postings and the consequences of posting or publishing them. By uploading and publishing your User Postings, You affirm, represent, and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize 23bits and 23bits’s Users to use and distribute your User Postings as necessary to exercise the licenses granted by You in this Section and in the manner contemplated by 23bits and these Terms of Service; (2) your User Postings do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (3) your User Postings do not contain any viruses, adware, spyware, worms, or other malicious code. VIOLATORS OF THESE THIRD-PARTY RIGHTS MAY BE SUBJECT TO CRIMINAL AND CIVIL LIABILITY. 23BITS RESERVES ALL RIGHTS AND REMEDIES AGAINST ANY USER WHO VIOLATES THESE TERMS OF SERVICE.
You understand that when using the Website You will be exposed to User Postings from a variety of sources, and that 23bits is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Postings. You further understand and acknowledge that You may be exposed to User Postings that are inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against 23bits with respect thereto. 23bits does not endorse any User Postings or any opinion, recommendation or advice expressed therein, and 23bits expressly disclaims any and all liability in connection with User Postings. If notified by a User or a content owner of a User Posting that allegedly does not conform to the Terms, 23bits may investigate the allegation and determine in its sole discretion whether to remove the User Posting, which it reserves the right to do at any time and without notice. For clarity, 23bits does not permit copyright infringing activities on the Website.
It is 23bits's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. 23bits will promptly terminate without notice your access to the Website if You are determined by 23bits to be a "repeat infringer."
BY USING THE WEBSITE YOU AGREE NOT TO:
7.1 use the Website for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the Website as such services are offered by 23bits;
7.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 12, below);
7.3 post, upload, or distribute any defamatory, libelous, or inaccurate User Postings or other content;
7.4 post, upload, or distribute any User Postings or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
7.5 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Website accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Website, or perform any other similar fraudulent activity;
7.6 delete the copyright or other proprietary rights on the Website or User Postings;
7.7 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Website. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
7.8 use the Website for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
7.9 defame, harass, abuse, threaten or defraud Users of the Website, or collect, or attempt to collect, personal information about Users or third parties without their consent, or use the Website for any commercial use, it being understood that the Website is for personal, non-commercial use only;
7.10 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Website or User Postings, features that prevent or restrict use or copying of any content accessible through the Website, or features that enforce limitations on the use of the Website or User Postings;
7.11 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
7.12 modify, adapt, translate or create derivative works based upon the Website or any part thereof, except and only to the extent the foregoing restriction is expressly prohibited by applicable law; or
7.13 intentionally interfere with or damage operation of the Website or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
When You use the Website to upload, download or purchase content or any products, services, or information from 23bits, You may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and You agree to accept responsibility for all activities that occur under your account or password. You agree that the information You provide to 23bits, whether on registration or at any other time, will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then You agree to immediately notify 23bits. You may be liable for the losses incurred by 23bits or others due to any unauthorized use of your Website account.
23bits permits Users to share their User Postings with a select group of other Users, or make their User Postings public for all (even non-Website users) to view. You acknowledge and agree that although 23bits allows you to restrict some User Postings you create from others, 23bits does not guarantee that such User Postings will never be accessible by others. In the event of unauthorized access, 23bits will use reasonable efforts to notify you pursuant to Section 15.1 below. 23BITS HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY UNAUTHORIZED ACCESS TO ANY RESTRICTED USER POSTINGS.
The Website may include links or references to other web sites or services solely as a convenience to Users ("Reference Sites"). 23bits does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Website are solely between You and such advertiser. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK.
You agree that 23bits, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with 23bits or your use of the 23bits Site and remove and discard all or any part of your account, and any User Postings, at any time. 23bits may also in its sole discretion and at any time discontinue providing access to the 23bits Site, or any part thereof, with or without notice. You agree that any termination of your access to the 23bits Site or any account You may have or portion thereof may be effected without prior notice, and You agree that 23bits will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies 23bits may have at law or in equity. As discussed herein, 23bits does not permit copyright infringing activities on the 23bits Site, and will terminate access to the 23bits Site, and remove all User Postings or other content submitted by any Users who are found to be repeat infringers.
You agree to indemnify, save, and hold 23bits, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the 23bits Site, any violation by You of these Terms, or any breach of the representations, warranties, and covenants made by You herein. 23bits reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify 23bits, and You agree to cooperate with 23bits's defense of these claims. 23bits will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, 23BITS, AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM 23BITS OR THROUGH THE 23BITS SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 13 THE TERM 23BITS INCLUDES 23BITS’ OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
YOU EXPRESSLY AGREE THAT USE OF THE 23BITS SITE IS AT YOUR SOLE RISK. THE 23BITS SITE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, USER POSTINGS, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE 23BITS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
23BITS, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, USER POSTINGS, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE 23BITS SITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
23BITS, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE 23BITS SITE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE 23BITS SITE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPRERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL 23BITS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE 23BITS SITE OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH 23BITS, EVEN IF 23BITS OR A 23BITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, 23BITS’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL 23BITS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE 23BITS SITE OR YOUR INTERACTION WITH OTHER 23BITS SITE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE 23BITS SITE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN 23BITS AND RECEIVED THROUGH OR ADVERTISED ON THE 23BITS SITE OR RECEIVED THROUGH ANY REFERENCE SITES.
YOU ACKNOWLEDGE AND AGREE THAT 23BITS HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND 23BITS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND 23BITS. 23BITS WOULD NOT BE ABLE TO PROVIDE THE 23BITS SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
The failure of 23bits to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by 23bits.
(a) Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to any principles of conflicts of law.
(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or 23bits will be filed only in the state or federal courts in and for West Chester County, Pennsylvania, and You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, except as provided in Section 15.3(b) regarding arbitration. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s intellectual property rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
(d) Improperly Filed Claims. All claims you bring against 23bits must be resolved in accordance with this Section 15.3. All claims filed or brought contrary to this Section 15.3 shall be considered improperly filed. Should either party file a claim contrary to this Section 15.3, the other party may recover attorneys' fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.
If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by 23bits without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.
Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections 10 through 15.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE 23BITS SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.