The following are the
terms and conditions by which subscribers obtain the right to use the
Product/Service CompleteMarkets
Prestige Pro (the "PRODUCT/SERVICE"), provided by INSOMIS Corp (the "SERVICE PROVIDER"), a
California company, with addresses at PO Box 542, Big Bear City, CA 92314.
1. ACCEPTANCE OF TERMS
The PRODUCT/SERVICE is provided to you by
Service Provider subject to the following Terms and Conditions, which may be
updated by Service Provider from time to time without notice to you. In addition,
SERVICE PROVIDER also may offer other services from time to time that are
governed by different Terms and Conditions. By accessing this web site and
using the services of SERVICE PROVIDER, you are agreeing to be bound by these
web site Terms and Conditions, all applicable laws and regulations, and agree
that you are responsible for compliance with any applicable local laws. If you
do not agree with any of these terms, do not use this PRODUCT/SERVICE.
2. DESCRIPTION OF THE PRODUCT/SERVICE
PRODUCT/SERVICE may consist of the whole or
parts thereof (individual parts or a collection of parts) of the
PRODUCT/SERVICE. Valid Subscribers of PRODUCT/SERVICE are provided with access
to a paid products/services provided under the product description. Unless explicitly
stated otherwise, any new features that extends or enhances the current
PRODUCT/SERVICE, including the release of new SERVICE PROVIDER enhancements,
shall be subject to this Agreement. You understand and agree that the
PRODUCT/SERVICE is provided "AS-IS" and that SERVICE PROVIDER assumes
no responsibility for the timeliness, deletion, errors and omissions and
non-availability or failure to store any user communications or personalization
settings.
3. PERMITTED USES
(a) You may only use the PRODUCT/SERVICE for
those advertising, promotional and other specified purposes which are Permitted
Uses (as defined below).
(b) Only you are permitted to use the
PRODUCT/SERVICE, although you may transfer parts containing PRODUCT/SERVICE to
your printers for the purpose of reproduction for Permitted Uses, provided that
such parties shall have no further or additional rights to use the
PRODUCT/SERVICE and cannot access or extract it from any file or source you
provide.
(c) Permitted Uses. Subject to the restrictions
described under Prohibited Uses below, the following are "Permitted
Uses" of Content:
1. advertising and promotional projects
such as – email marketing, promotion through your social media accounts, your
blogs, your email signature, and promotional printed materials;
2. on–line or electronic publications,
including web pages and emails;
3. other reproductions for personal use or
promotional purposes specified in (1) above, but not for resale, license or
other distribution; and
4. any other uses approved in writing by
SERVICE PROVIDER.
If there is any doubt that a proposed use is a
Permitted Use, you should contact the SERVICE PROVIDER for further guidance.
4. LICENSE TERMS
We hereby grant to you a perpetual,
non-exclusive, non-transferable license to use the PRODUCT/SERVICE for the
Permitted Uses (as defined below). If the activity or use is a not listed
explicitly in Permitted Use section, it is not permitted. All other rights in
and to the PRODUCT/SERVICE, including, without limitation, all copyright and
other intellectual property rights relating to the PRODUCT/SERVICE, are
retained by SERVICE PROVIDER or the supplier of the PRODUCT/SERVICE, as the
case may be.
5. TERMINATION
You agree that SERVICE PROVIDER, in its sole
discretion, may terminate your password, account (or any part thereof) or use
of the PRODUCT/SERVICE, and remove and discard the PRODUCT/SERVICE from your
access, for any reason, including, without limitation, for lack of use or if
SERVICE PROVIDER believes that you have violated or acted inconsistently this
Agreement. SERVICE PROVIDER may also in its sole discretion and at any time
discontinue providing the PRODUCT/SERVICE, or any part thereof, with or without
notice. You agree that any termination of your access to the PRODUCT/SERVICE
under any provision of this Agreement may be effected without prior notice, and
acknowledge and agree that SERVICE PROVIDER may immediately deactivate or
delete your account and all related information and files in your account and/or
bar any further access to such files or the PRODUCT/SERVICE. Further, you agree
that SERVICE PROVIDER shall not be liable to you or any third-party for any
termination of your access to the PRODUCT/SERVICE.
Subscriptions; Charges on Your Credit
Profile.
For any PRODUCT/SERVICE that you purchased using
a credit card, the SERVICE PROVIDER bills you through an online account (your
"Credit Profile") for use of the PRODUCT/SERVICE. You agree to pay
the SERVICE PROVIDER all charges at the prices you agreed to for any use of the
PRODUCT/SERVICE by you or other persons (including your agents) using your
Credit Profile, and you authorize the SERVICE PROVIDER to charge your chosen
payment provider (your "Payment Method") for the PRODUCT/SERVICE. You
agree to make payment using that selected Payment Method. The SERVICE PROVIDER
may correct any billing errors or mistakes that it makes even if it has already
requested or received payment. This Section includes any agreements you made
with the SERVICE PROVIDER on the Website when becoming a Member/User or
subscribing to the PRODUCT/SERVICE. The terms of your payment will be based on
your Payment Method and may be determined by agreements between you and the
financial institution, credit card issuer or other provider of your chosen
Payment Method. If you initiate a chargeback or otherwise reverse a payment
made with your Payment Method, the SERVICE PROVIDER may in its discretion
terminate your account immediately. If the SERVICE PROVIDER successfully
disputes the reversal, and the reversed funds are returned, you are not
entitled to a refund or to have your account or subscription reinstated. Your
subscription will continue indefinitely until cancelled by you. After your
initial subscription commitment period, and again after any subsequent
subscription period, your subscription will automatically continue for an
additional equivalent period, at the price you agreed to when subscribing. You
agree that your account will be subject to this automatic renewal feature. If
you do not wish your account to renew automatically, or if you want to change
or terminate your subscription, please log in and go to "Manage
Subscriptions" on the
Website and follow the directions contained therein. If you cancel your
subscription, you may use your subscription until the end of your then-current
subscription term; your subscription will not be renewed after your
then-current term expires. However, you won't be eligible for a prorated refund
of any portion of the subscription fee paid for the then-current subscription
period. By subscribing, you authorize the SERVICE PROVIDER to charge your
Payment Method now and again at the beginning of any subsequent subscription
period. You also authorize the SERVICE PROVIDER to charge you for any sales or
similar taxes that may be imposed on your subscription payments. Upon the
renewal of your subscription, if the SERVICE PROVIDER does not receive payment
from your Payment Method provider, you agree to pay all amounts due on your
Credit Profile upon demand and/or you agree that the SERVICE PROVIDER may
either terminate or suspend your subscription and continue to attempt to charge
your Payment Method provider until payment is received (upon receipt of
payment, your account will be activated and for purposes of automatic renewal,
your new subscription commitment period will begin as of the day payment was
received). You must provide current, complete and accurate information for your
Credit Profile. You must promptly update all information to keep your Credit
Profile current, complete and accurate (such as a change in billing address,
card number or expiration date), and you must promptly notify the SERVICE
PROVIDER if your Payment Method is canceled (including if you lose your card or
it is stolen), or if you become aware of a potential breach of security (such
as an unauthorized disclosure or use of your name or password). Changes to such
information can be made at "Account Settings" on the Website. If you
fail to provide the SERVICE PROVIDER any of the foregoing information, you
agree that you are responsible for fees accrued under your Credit Profile. In
addition, you authorize us to obtain updated or replacement expiration dates
and card numbers for you credit or debit card as provided by your credit or
debit card issuer.
6. SUBSCRIBER CONDUCT
The PRODUCT/SERVICE is provided through the
website CompleteMarkets.com and as a valid and registered user of this website,
you agreed to the terms (while registering) outlined in the following links –
Terms
Of Use
User
Content Agreement
Copyright
Compliance Policy
7. NO RESALE OF PRODUCT/SERVICE
You agree not to reproduce, duplicate, copy,
sell, resell or exploit for any commercial purposes, any portion of the
Service, use of the Service, or access to the Service.
8. LIMITED REPRESENTATIONS and WARRANTIES
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO
APPLICABLE LAW, THE MATERIALS ON THIS WEBSITE ARE PROVIDED AS IS AND WITHOUT
WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED AND SERVICE PROVIDER
DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SERVICE PROVIDER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS
WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT
THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS. SERVICE PROVIDER DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON
THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR
OTHERWISE. YOU (AND NOT SERVICE PROVIDER) ASSUME THE ENTIRE COST OF ALL
NECESSARY SERVICING, REPAIR, OR CORRECTION. THE INFORMATION AND DESCRIPTIONS
CONTAINED HEREIN ARE NOT NECESSARILY INTENDED TO BE COMPLETE DESCRIPTIONS OF
ALL TERMS, EXCLUSIONS AND CONDITIONS APPLICABLE TO THE PRODUCTS AND SERVICES,
BUT ARE PROVIDED SOLELY FOR GENERAL INFORMATIONAL PURPOSES;
9. LIMITATION OF WARRANTIES and LIABILITY
(a) SERVICE PROVIDER's entire liability and your
exclusive remedy, with respect to any claims arising out of your use of the
Content, or out of your actions in downloading the Content, shall be as
follows:
1. If you are unable to download the Content,
SERVICE PROVIDER may refund any fee actually paid by you for such Content,
provided SERVICE PROVIDER determines in its sole and absolute discretion that
you have been unable to download such Content successfully..
(b) IN NO EVENT SHALL SERVICE PROVIDER OR ANY OF
ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL,
INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING
DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY
OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT
OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE
CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF
WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS
BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OR OTHERWISE.
(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE
LIABILITY OF SERVICE PROVIDER UNDER THIS AGREEMENT, THE LICENSE PROVIDED
HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE PRODUCT/SERVICE IN
ANY MANNER WHATSOEVER SHALL BE LIMITED TO ANY FEES ACTUALLY PAID BY YOU TO
SERVICE PROVIDER UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT
CONTENT.
10. INDEMNIFICATION
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS
SERVICE PROVIDER FROM AND AGAINST ANY LOSSES, DAMAGES, CLAIMS, ACTIONS OR
DEMANDS OF ANY RIGHT OF ANY PERSON OR ENTITY, INCLUDING PERSONAL INJURY AND
DEATH (AND INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES
AND EXPENSES), REGARDLESS OF WHETHER THEY ARISE OUT OF OR ARE ATTRIBUTABLE TO
ANY ACT OR OMISSION, NEGLIGENT OR OTHERWISE, OF SERVICE PROVIDER ARISING OUT OF
OR IN CONNECTION WITH (i) YOUR USE OF THE SITE, OR ANY CONTRACTS ENTERED INTO
OR SERVICES OR PRODUCTS OFFERED, SOLD OR PURCHASED AS A RESULT OF ANY CONTACT
INITIATED ON OR THROUGH THE SITE, OR (ii) YOUR BREACH OF THESE SITE TERMS AND
CONDITIONS OF USE. THIS INDEMNIFICATION PROVISION SHALL APPLY TO THIRD-PARTY
CLAIMS AS WELL AS CLAIMS BETWEEN THE PARTIES TO THESE TERMS AND CONDITIONS OF
USE.
11. LINKS
The PRODUCT/SERVICE may provide, or third
parties may provide, links to other World Wide Web sites or resources. Because
SERVICE PROVIDER has no control over such sites and resources, you acknowledge
and agree that SERVICE PROVIDER is not responsible for the availability of such
external sites or resources, and does not endorse and is not responsible or
liable for any Content, advertising, products, or other materials on or
available from such sites or resources. You further acknowledge and agree that
SERVICE PROVIDER 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 such Content, goods or services available on or
through any such site or resource.
12. GENERAL PROVISIONS
(a) SERVICE PROVIDER's failure to insist upon or
enforce strict performance of any provision of this Agreement shall not be
construed as a waiver of any provision or right.
(b) This Agreement is personal to you and is not
assignable by you without SERVICE PROVIDER's prior written consent. SERVICE
PROVIDER may assign this Agreement without your consent to any other party.
(c) If all or part of any provision of this
Agreement is wholly or partially unenforceable, the parties or, in the event
the parties are unable to agree, a court of competent jurisdiction, shall put
in place of such whole or part provision an enforceable provision or
provisions, that as nearly as possible reflects the terms of the unenforceable
whole or part provision.
(d) You agree to pay and be responsible for any
and all sales taxes, use taxes, value added taxes and duties imposed by any
jurisdiction as a result of the license granted to you, or of your use of the
Content, pursuant to this Agreement.
(e) This Agreement will be governed under the
laws of the State of California and the federal laws of the United States of
America applicable therein (without reference to conflicts of laws principles).
This Agreement will not be governed by the United Nations Convention on
Contracts for the International Sale of Goods, the application of which is
expressly excluded. You consent to service of any required notice or process
upon you by registered mail or overnight courier with proof of delivery notice,
addressed to the address or contact information provided by you at the time the
PRODUCT/SERVICE was downloaded or subscribed to or accessed, or such other
address as you may advise us in writing to use, from time to time.
(f) Any and all disputes arising out of, under
or in connection with this Agreement, including without limitation, its
validity, interpretation, performance and breach, shall be finally settled
under the Rules of Arbitration of the International Chamber of Commerce by a
single Arbitrator appointed in accordance with such rules. The arbitration
shall take place in Big Bear City, California, and shall be conducted in the
English language.
(g) The parties have requested that this
Agreement and all related documents be drawn up in English.
h) Recognizing the global nature of the
Internet, you agree to comply with all local rules regarding online conduct and
acceptable Content. Specifically, you agree to comply with all applicable laws
regarding the transmission of technical data exported from the United States or
the country in which you reside.
13. ACKNOWLEDGEMENT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL
ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF SERVICE PROVIDER AGREEING
TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF
THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN YOU AND SERVICE PROVIDER, WHICH SUPERSEDES
ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION
BETWEEN YOU AND SERVICE PROVIDER RELATING TO THE SUBJECT OF THIS AGREEMENT.
14. CONTACT
If you have concerns relating to this Agreement,
please contact SERVICE PROVIDER [email protected]