1) Acceptance of the Terms
You also affirm that you are at least 18 years of age or the age of majority in your jurisdiction, whichever is greater, and are fully able and competent to enter into, and comply with, these Terms. If you are accessing and using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that situation, “you” and “your” will refer to both you and that entity.
References to W2M (or “we” or “us” or the “Company”) in these Terms include W2M’s subsidiaries, affiliates and service providers, to the extent that such entities are acting for or on behalf of W2M. Reference to User(s) (or “you) in these Terms include, among others, the Media Entities and the Pros, as defined below.
3)Other Programs Terms
Certain programs offered by W2M through the Services may have additional terms and conditions (the “Additional Program Terms”). If you elect to participate in one of these programs, W2M will communicate the applicable Additional Program Terms to you. By participating in that program, you acknowledge that you have read, understood, and agree to be bound by, the Additional Program Terms, which will be deemed a part of these Terms.
4)Additional Information about the Services
Among others, W2M, via the Properties, connects media entities and other third parties (individually, a “Media Entity”’, collectively, “Media Entities”) and professional media service providers (individually, a “Pro”, collectively, “Pros”) to allow them to be more productive and successful. We allow Users to create a professional profile (“Profile”). Among others, the Profiles may assist Media Entities to select a Pro based on characteristics that matter most to them as described in the Pros Profiles. In addition, the Profiles may help Pros increase their online presence, showcase their work, and connect with Media Entities in need of their services.
W2M DOES NOT DELIVER, AND IS NOT RESPONSIBLE FOR, ANY PRO’S OR MEDIA ENTITY OR OTHER USER PRODUCTS, SERVICES OR ADVICE. THE PROS, MEDIA ENTITIES OR USERS ARE NOT EMPLOYEES, CONTRACTORS OR AGENTS OF W2M, AND W2M IS NOT AN AGENT OF ANY PRO, MEDIA ENTITY OR USER. W2M DOES NOT SPONSOR, ENDORSE, RECOMMEND OR APPROVE ANY PRO, MEDIA ENTITY OR USER WHO OFFERS PRODUCTS OR SERVICES. WHILE WE MAY TRY TO CONFIRM THAT PROS OR MEDIA ENTITIES MEET CERTAIN REQUIREMENTS, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT ANY PRO OR MEDIA ENTITY IS LICENSED, QUALIFIED, BONDED, INSURED OR CAPABLE OF PERFORMING ANY SERVICE OR ACTION. WE DO NOT MAKE ANY GUARANTEES, WARRANTIES OR REPRESENTATIONS OF ANY KIND REGARDING ANY PRO, MEDIA ENTITY OR USER, ANY ADVICE OR OTHER INFORMATION (INCLUDING USER GENERATED CONTENT AND PROFILES) THAT A PRO, MEDIA ENTITY OR USER PROVIDES OR THE PRODUCTS OR SERVICES OR THE OFFERS THAT A PRO, MEDIA ENTITY OR USER PROVIDES, AND WE ARE NOT RESPONSIBLE FOR ANY ACTION OR INACTION OF ANY PRO, MEDIA ENTITY OR USER OR FOR ANY TRANSACTION OR INTERACTOINS BETWEEN PROS, MEDIA ENTITIES AND USERS. REFERENCE TO ANY PRODUCTS, SERVICES OR OTHER INFORMATION BY TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY AN ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION BY US. WE DO NOT GUARANTEE THAT THE SERVICES CAN MATCH A USER’S SERVICE NEEDS, OR THAT THERE ARE PROS OR MEDIA ENTITIES OR OTHER USERS IN ANOTHER USER’S AREA THAT ARE CAPABLE OF AND WILLING TO MEET THE USER’S NEEDS. WHEN YOU WORK WITH A PRO OR MEDIA ENTITY OR OTHER USER, YOUR RIGHTS WILL BE GOVERNED BY YOUR CONTRACT WITH SUCH A PRO OR MEDIA ENTITY OR OTHER USER AND BY APPLICABLE FEDERAL, STATE AND LOCAL LAWS. FOR EXAMPLE, IF A MEDIA ENTITY ELECTS TO MAKE A PRO A JOB OR PROJECT OFFER, THE TERMS OF EMPLOYMENT OR ENGAGMENT OR RELATIONSHIP AND ANY CONTRACTUAL ARRANGEMENTS SHALL BE NEGOTIATED AND AGREED UPON BETWEEN THE MEDIA ENTITY AND THE PRO DIRECTLY. W2M DOES NOT HAVE ANY CONTROL OF THE USERS AND THEREFORE CANNOT ACCEPT ANY LIABILITY IN RESPECT OF THE BEHAVIOR, RESPONSES OR ACTIONS OF THE PROS, MEDIA ENTITIES OR ANY USER. W2M DOES NOT WARRANT, REPRESENT OR GUARANTEE THAT YOU WILL BE ABLE TO FIND ANY JOB, PROJECT, POSITION, ENGAGEMENT, OFFER OR WORKER OR CONTACTOR OR SERVICE PROVIDER (AS APPLICABLE), BY USING THE SERVICES. W2M IS NOT A PARTY TO AND HAVE NO CONTROL OVER ANY UNDERSTANDINGS OR AGREEMENTS ENTERED INTO AND/OR INTERACTIONS BETWEEN USERS AND OTHER USERS OR THIRD PARTIES. IN THE EVENT THAT A DISPUTE ARISES BETWEEN USERS OR BETWEEN USERS AND THIRD PARTIES (FOR EXAMPLE, IN RELATION TO THE INTERVIEW OR SELECTION PROCESS OR THE CONTRACTUAL ARRANGEMENTS BETWEEN A PRO AND A MEDIA ENTITY) (“DISPUTE”), THE USER AGREES THAT W2M IS NOT LIABLE FOR ANY LOSS OR DAMAGE SUFFERED BY THE USER AS A RESULT OF ANY SUCH DISPUTE AND YOU HEREBY RELEASE AND HOLD HARMLESS W2M FROM ANY SUCH LOSS OR DAMAGE OR ANY LIABILITY IN RELATION TO ANY DISPUTE.
W2M CURRENTLY DOES NOT CONDUCT VERIFICATION OR CRIMINAL BACKGROUND CHECKS WITH RESPECT TO THE INFORMATION PROVIDED BY USERS, ICNLUDING ANY USER GENERATED CONTENT AND INFORMATION CONTAINED IN THE PROFILES OF USERS, NOR DOES IT INQUIRE INTO THE BACKGROUND OF ANY OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OR OTHER FACTUAL INFORMATION CONTAINED IN USER GENERATED CONTENT OR USERS PROFILES. W2M RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND OR OTHER SCREENINGS, AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS. YOU AGREE TO TAKE ALL NECESSARY PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE WITH WHOM YOU INTERACT AS A RESULT OF YOUR USE OF THE SERVICE (INCLUDING THIRD PARTY SERVICE PROVIDERS) PARTICULARLY IF YOU CHOOSE TO MEET THEM IN PERSON. YOU ARE SOLELY RESPONSIBLE FOR SUCH COMMUNICATIONS AND INTERACTIONS AND EACH USER IS RESPONSIBLE FOR HIS/HER OWN SAFETY.
W2M DOES NOT ENDORSE, RECOMMEND OR IN ANY MANNER ASSUME ANY RESPONSIBILITY FOR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN IN RELIANCE ON THE SERVICES AND OR THE USERS' OR THIRD PARTIES' INFORMATION (INCLUDING USER GENERATED CONTENT AND PROFILES) NOR DOES IT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, INJURY AND/OR DAMAGES INCURRED AS A RESULT OR IN CONNECTION WITH SUCH ACTIONS. YOUR USE OF THE SERVICES AND/OR USER'S OR THIRD PARTY INFORMATION AVAILABLE THEREIN (INCLUDING USER GENERATED CONTENT) IS ENTIRELY AT YOUR OWN RISK.
THE SERVICE MAY CONTAIN CERTAIN THIRD PARTY SERVICES WHICH MAY BE RELATED TO THE SERVICES PROVIDED BY W2M. W2M WILL NOT BE RESPONSIBLE FOR ANY SUCH THIRD PARTY SERVICES AND FOR ANY RESULTS AND OUTCOMES RELATED THERETO.
YOU AGREE AND ACKNOWLEDGE THAT W2M CANNOT AND DOES NOT GUARANTEE THE RESULTS OF ANY SERVICE, INCLUDING THE EXPOSURE YOU WILL RECEIVE AS PART OF THE SERVICES, THE NUMBER OR QUALITY OF POTENTIAL PROS, MEDIA ENTITIES, USERS, CUSTOMERS, WORKERS, CONTRACTORS OR SERVICE PROVIDER, WITH WHOM YOU WILL HAVE CONTACT. FOR EXAMPLE, IF YOU ARE A PRO, WE CANNOT AND DOES NOT GUARANTEE THAT A MEDIA ENTITY WILL ACTUALLY OFFER YOU A JOB, PROJECT OR ANY OTHER ENGAGEMENT OR CONTRACT WITH YOU TO DO A CERTAIN WORK OR PROJECT.
There are certain conducts which are strictly prohibited when using the Service. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf: (a) use the Services (including your account and/or Profile and/or any other User Generated Content) for any illegal, immoral, unlawful and/or unauthorized purposes; (b) remove or disassociate, from the Content and/or the Properties any restrictions and signs indicating proprietary rights of W2M or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®), and you represent and warrant that you will abide by all applicable laws in this respect; (c) interfere with or violate Users' rights to privacy and other rights, or harvest information about Users, or access, download, monitor, or copy any information or Content contained on or in the Properties or the Services through automated or artificial means (including, but not limited to, screen and database scraping, spiders, robots, crawlers, deep-link, or any similar or equivalent automatic or manual process), or in any way obtain or attempt to obtain any Content or information through any means that W2M does not intentionally made available through the Properties and the Services (however, general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent that adheres to all limitations set forth in any applicable robots.txt file); (d) interfere with or disrupt the operation of the Services or the servers or networks that host the Services, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (e) impersonate any person or entity, including, but not limited to, any W2M’s agent or representative, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Service; (f) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (g) bypass any measures we may use to prevent or restrict access to the Properties; (h) copy, modify, alter, adapt, replicate, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made accessible by W2M on or through the Properties, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content, other than as permitted under these Terms; (i) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of the Services or any material that is subject to W2M's proprietary rights, including W2M's Intellectual Property (as such term is defined below), in any way or by any means, unless expressly permitted in the Terms and/or under any applicable laws which expressly permits such actions; (j) make any use of the Content on any other site or networked computer environment for any purpose without W2M's prior written consent; (k) create a browser or border environment around W2M Content (no frames or inline linking is allowed); (l) sell, license, or exploit for any commercial purposes any use of or access to the Services; (m) frame or mirror any part of the Properties without W2M's prior express written authorization; (n) create a database by systematically downloading and storing all or any of the Content from the Properties; (o) transmit or otherwise make available in connection with the Properties any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (p) use, or attempt to use, the Services through any means not explicitly and intentionally made available, provided or intended with respect to the Services (including, but not limited to, attempting to gain unauthorized access to any portion of the Properties, the Services, or any other systems connected to the Properties and Services; (q) use or access the Properties or the Services in any manner that could damage, disable, overburden, or impair the Services or that could interfere with the rights of or otherwise harm W2M, its service providers, suppliers, other Users or any other person; (r) open an account or upload a Profile on behalf of another person, or on behalf of another entity without authorization of such entity, or submit incomplete, false or inaccurate biographical or other information, or submit information which is not your own, and/or (s) infringe and/or violate any of the Terms.
6)Registration and User Account
As a User, you can visit and browse the Properties and enjoy some of our Services without registering and opening an account, creating a Profile and disclosing personal information.
However, you will need to open an account and may be asked to complete your Profile or disclose certain additional information as we reasonably may request in connection with the Services if you are a Pro, or if you are not a Pro but submit us a certain request, or if you would like to get certain of our Services, such as profile upgrade service, or other specific Services that requires opening an account and/or entering personal information as described in the Properties from time to time.
Registration or opening an account or creating a Profile, if made, can be done by completing the registration process in the Properties, which requires you to provide W2M your profession, full name, email address, phone number, working location, working languages, general disclosure about yourself, your choice of service package and any other details as determined by W2M and specified in the Properties from time to time. You may also choose to provide us, among others, with the following details: your additional phone number, link to your website, link to your twitter account, link to your Facebook account, link to your Linkedin account, your documents/articles, your clips (from YouTube), your CV, your profile picture, your credit/debit card details (see also Section 13) etc.
Alternatively, in the future we may give Users the option to open an account and/or Profile and signup to the Services via existing third party accounts (e.g. Facebook, etc.) used by the User ("Social Network Account"). In the event that a User registers to the Services through his/her existing Social Network Account then such Social Network Account provides us with certain information about such User as is stored and available in his/her Social Network Account. For example, full name, profile picture, gender, e-mail address and any other information, which the User made public or which is detailed and displayed to the User in the notice, which appears during the integration process with such Social Network Account. Please read carefully such notice in order to understand what information is available to W2M via Social Network Account. We may collect your login information and other relevant information necessary to enable us to access your Social Network Account in order to collect the abovementioned data contained within your Social Network Account which you provided us access to. W2M may store the above-mentioned information (or any part of it), in order to achieve the purposes set forth in the Terms. Please remember that the manner in which the applicable social network uses, stores and discloses your information is governed solely by its policies and W2M shall have no liability or responsibility for the privacy practices or other actions of the applicable social network that may be available within our Properties.
You agree to provide us with accurate, complete and up to date information when you register or open an account or creating a Profile or otherwise provide us with any information (including regarding your qualifications, experience, skills, education, valid licenses, authorizations, insurance etc.), and to keep any such information updated, complete and correct. Without derogating from the above, you agree not to misrepresent your identity or your account and/or Profile information, and also agree to keep your account and/or Profile information up to date and accurate.
Your account is password protected. In order to protect the security of your Personal Information available on your account to the greatest extent possible, you must safeguard and not disclose your account log-in details and you must supervise the use of such account.
YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE PASSWORD AND ACCOUNT AND FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT, WHETHER OR NOT YOU KNOW ABOUT THEM.
You must notify us immediately of any unauthorized use of your account or any other breach of security and in such events you must change your password immediately via the menus under the link titled "My Profile" in the Properties. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your account through the registration information he/she has obtained from you or through a violation by you of these Terms, or for any unauthorized use of your password or account or any other breach of security.
You may not assign or transfer your rights or delegate your duties under the account without the prior written consent of W2M.
CANCELLING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
7)Intellectual Property Rights
The Services, Properties, Content and the Company's proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
The Terms do not convey to you an interest in or to the Company Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
To the extent you provide any feedbacks, comments, ideas, improvements or suggestions to W2M regarding the Services or otherwise (“Feedback“), W2M shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any W2M current or future products, technologies or services and use such Feedback for any purpose all without further compensation or credit to you and without your approval. You agree that all such Feedback shall be deemed non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require W2M to comply with any additional obligations with respect to any W2M current or future products, technologies or services that incorporate any Feedback.
8)Trademarks and Trade Names
“Way to Media”, “Way to Media™”, “Way 2 Media”, “Way 2 Media™” “W2M”, “W2M™”, W2M’s marks and logos and all other proprietary identifiers used by the Company in connection with the Service (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Properties belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
9)User Generated Content
The Services may allow you to link to, post, publish and make available through the Services, your own copyrightable materials and information such as your Profile, designs, animations, literary works, texts, images, photos, videos and any other proprietary materials, as well as to rate, upload comment and participate in discussions on the Services, and take social actions by buttons available in the Properties, such as "like" or "share" buttons (collectively, the “User Generated Content”).
You represent and warrant that you are the exclusive rightful owner of the User Generated Content you upload to the Service or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the licensors of such User Generated Content and that such User Generated Content does not infringe, misappropriates or violate any third party's intellectual property rights, privacy rights or publicity rights.
THE USER GENERATED CONTENT THAT YOU SUBMIT ON OR VIA THE PROPERTIES IS AVAILABLE OR ACCESSIBLE TO OTHER USERS; AND, THEREFORE, IS DEEMED TO BE NON-CONFIDENTIAL AND YOU HEREBY WAIVE ANY PRIVACY RIGHTS WITH RESPECT THERETO.
You understand and agree that you (and not W2M) are solely responsible for your User Generated Content and the consequences of posting or publishing such User Generated Content. By way of example and not limitation, if a Pro provides you with advice or other information (such as contained in the Pro’s Profile), the Pro (and not W2M) is solely responsible for that advice and information. W2M will not bear any liability for any loss, damage, cost or expense that you may suffer or incur as a result of or in connection with uploading any User Generated Content.
You agree that you will not post or upload any User Generated Content containing content which is unlawful for you to possess, post or upload in the country in which you are resident, or which it would be unlawful for W2M to use or possess in connection with the Service (including but not limited to any content which is defamatory, libelous, obscene, pornographic, indecent, harassing, threatening, abusive, deceptive, fraudulent or otherwise objectionable as determined by W2M).
You agree not to post, submit or link to any User Generated Content that (i) directly or indirectly directs persons to another online or offline location that provides products or services similar to the Services; (ii) involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; or (iii) facilitates gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize.
You may only post a review of a User if you have first-hand knowledge of that User (for example, if such User provided products or services to you). You may not accept anything of value from a User in exchange for posting a review. You may not post or submit a review of a User if you are (i) an employee, contractor, partner of, or otherwise affiliated with, such a User, (ii) an employee, contractor, partner of, or otherwise affiliated with, a competitor of such a User, or (iii) related to such a User, including by blood, adoption or marriage. You agree that any review that you post or submit will be honest and factually accurate.
Knowingly submitting false names or contact information or any other information not only wastes everybody’s time, it could result in harm to W2M, W2M’s Representative, Users or others (including violations of privacy) and significant legal and regulatory liability, damages, penalties and costs for W2M, W2M’s Representative, Users or others, and, accordingly, if you knowingly input false information in the Services, including in your Profile or in a service request or in any other interaction related or connected to the Services, including but not limited to any name or contact information that is not yours (whether it’s someone else’s or just made up), you agree to fully indemnify and be liable to W2M, W2M’s Representative, Users or others, for any losses, liabilities, damages (direct, punitive, consequential or other), fines or penalties, and costs and expenses (including, but not limited to, attorneys’ fees) incurred by the affected parties in connection with the improper submission of information.
Although W2M has no obligation to screen, edit or monitor any of the User Generated Content (including your Profile), W2M explicitly reserves the right, at its sole discretion, to remove or edit, without giving any prior notice, any User Generated Content (including your Profile) available on the Properties at any time and for any reason, and you are solely responsible for creating backup copies of your User Generated Content (including your Profile) and replacing any User Generated Content you post or store on the Properties at your sole expense.
W2M takes no responsibility and assumes no liability for any User Generated Content uploaded, posted, published and made available by you or any third party in the Services, or for any loss or damage thereto, nor is W2M liable for any mistakes, defamation, libel, falsehoods, obscenities or pornography you or any other third party may encounter.
W2M may create limits on the use of the Services including limitation on size and storage space available for Users to upload User Generated Content.
The Properties are accessible from around the world but this does not mean all Services or service features are available in your country, or that the User Generated Content is legal in your country. We may block access to certain Services (or certain service features or content) in certain countries. It is your responsibility to make sure your use of the Services including the User Generated Content is legal in the country where you live.
As a viewer of the User Generated Content, you agree that if you find that any User Generated Content available on the Properties is offensive harmful, inaccurate, misleading or were posted in violation of these Terms, you may simply stop viewing such User Generated Content and please contact our Misconduct Agent or our Copyright Agent, as applicable (for more information see below).
10)License to User Generated Content
As long as your User Generated Content is subject to any applicable copyright law, such User Generated Content shall remain at all times, and to the extent permitted by law, your sole and exclusive property. We do not claim ownership of your User Generated Content. However, we do need certain licenses to your User Generated Content in order to operate and enable the Services. When you upload, post, publish or make available any User Generated Content on the Properties, you grant to W2M a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, fully sub-licensable and transferable license to publicly display, communicate, distribute, host, publicly perform, publish, reproduce, make modifications or derivatives works (such as your Profile), store, import, offer to sell, sell, and otherwise to use, transfer or exploit such User Generated Content, in connection with the Service, whether through the Internet, mobile devices or otherwise, in any media formats and through any media channels known today and developed in the future for the purpose of operating, marketing, promoting and improving our Service. We will not pay you or otherwise compensate you for your User Generated Content.
11)Misconduct and Copyright Agent
12)Linking to W2M's Site and Links to Third Party Sites
We welcome links to any page on our Properties. You are free to establish a hypertext link to the Properties so long as the link does not state or imply any connection or approval of your website, products and/or services by W2M, and does not portray W2M in a false or otherwise offensive manner. You may not link to our Properties from a site that you do not own or have permission to use. In the event that you link to W2M's Properties you represent that your site does not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit framing or inline linking.
Some of our Services (as shall be determined by us from time to time) may require you to pay us certain fees (the applicable fees and any terms or policies related thereto, if applicable, will be specified on the Properties or Additional Program Terms, as the case may be, and may be amended from time to time by W2M, at its sole discretion).
14)Special provisions relating to Third Party Components
The Services may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services, is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Services and W2M disclaims all liability related thereto. You acknowledge that W2M is not the author, owner or licensor of any Third Party Components, and that W2M makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
We will use commercially reasonable efforts to ensure that the Services will be available. However, the Services availability and functionality depends on various factors, such as communication networks, the availability of telecommunication links, etc. Therefore, W2M does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
16)Changes to The Services
W2M reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Services (or any part thereof, including but not limited to the Properties or Content) without notice, at any time, and W2M is not obligated to support or update the Services. In addition, you hereby acknowledge that the Content provided under the Properties may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that W2M shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services. You hereby agree that W2M is not responsible for any errors or malfunctions that may occur in connection with the performing of such changes.
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND W2M, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, ADVISORS, COUNSELS, AGENTS AND SUPPLIERS (COLLECTIVELY, “W2M'S REPRESENTATIVES”), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, IN CONNECTION WITH THE SERVICES AND YOUR USE OF OR TRANSCATION WITH W2M, W2M'S REPRESENTATIVES, USERS, PROS, MEDIA ENTITIES OR OTHER THIRD PARTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
W2M AND W2M'S REPRESENTATIVES DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SERVICES IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT W2M WILL CORRECT ANY ERRORS OR DEFECTS IN THE SERVICES, (III) THE SERVICES WILL BE INTEROPERABLE OR COMPATIBLE WITH YOUR DEVICE, OTHER SOFTWARE, HARDWARE, OR ANY EQUIPMENT, AND W2M AND W2M'S REPRESENTATIVES ARE NOT RESPONSIBLE FOR ANY LOSSES SUFFERED RESULTING FROM INTEROPERABILITY OR COMPATIBILITY PROBLEMS, (IV) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SERVICES (INCLUDING THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS). W2M AND W2M'S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SERVICES, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND INFORMATION (INCLUDING ANY USER GENEREATED CONTENT) DISPLAYED WITHIN THE SERVICES.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
YOU AGREE THAT USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
18)Limitation of Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL W2M, INCLUDING W2M 'S REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) (INCLUDING WITHOUT LIMITATION, LOSS OF OPPORTUNITIES, REPUTATION, GOODWILL, PROFITS, REVENUES OR DATA AND BUSINESS INTERRUPTION) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SERVICE, YOUR USE OR INABILITY TO USE THE SERVICE, THE FAILURE OF THE SERVICE TO PERFORM AS REPRESENTED OR EXPECTED, THE PERFORMANCE OR FAILURE OF W2M OR ANY OF W2M'S REPRESENTATIVES TO PERFORM UNDER THESE TERMS, YOUR USE OF OR TRANSACTION WITH W2M, W2M'S REPRESENTATIVES, USERS, PROS, MEDIA ENTITIES OR OTHER THIRD PARTIES, ANY OTHER ACT OR OMISSION OF W2M OR W2M'S REPRESENTATIVES, BY ANY OTHER CAUSE WHATSOEVER, OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT W2M (OR ANY OF W2M'S REPRESENTATIVES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE AFOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, W2M'S AND W2M'S REPRESENTATIVES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO W2M FOR USE OF THE SERVICES IN THE PRECEDING TWELVE (12) MONTHS PERIOD, OR $US10.00, WHICHEVER IS GREATER. YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM W2M'S REPRESENTATIVES.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
you agree to defend, indemnify and hold harmless w2m and w2m's representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your access to, use, misuse of, inability to use and/or activities in connection with the services; (ii) your violation of any of these terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party; (iv) the user generated content (including the profile) that you uploaded through the use of the services; (v) your use of, or transactions with, w2m, w2m's representatives, users, pros, media entities or other third parties; and (vi) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the services or the information contained therein (including the profiles). it is hereby clarified that this defense and indemnification obligation will survive these terms.
Without derogating from the foregoing, we reserve the right, at our expense, to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
20)Amendments to the Terms
These Terms shall remain in effect until terminated as set forth herein. Your failure to comply herewith shall terminate your license and any rights granted to you hereunder pursuant to these Terms. In the event of your failure to comply herewith W2M may immediately, temporarily or permanently limit, suspend or terminate your access to the Services without notice, in addition to any other remedies that may be available to us under any applicable law. Without limiting the generality of the foregoing, we may terminate or suspend your account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy or integrity of your account, our network or our servers; (b) suspension is needed to protect the rights, property or safety of W2M, its Users or the public; (c) you have violated these Terms; and/or (d) we are required to by law.
If you object to any term hereof, as may be amended from time to time, or become dissatisfied with the Service, you may terminate these Terms at any time by exiting our Properties and stopping your use thereof and of the Service and this will be your sole remedy in such circumstances.
Additionally, W2M may at any times, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently, delete any information from the Properties or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, content or features therein without giving any prior notice. You agree and acknowledge that W2M does not assume any responsibility with respect to, or in connection with the termination of the Properties' operation and loss of any data.
Upon termination or expiration of these Terms for any reason: (i) the license and all other rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Services, delete and destroy all copies of the Services in your possession or control and so certify to W2M if required by it, and (iii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Additional Information about the Services, Intellectual Property, Trademarks and Trade Names, Disclaimers, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
(a) These Terms (which, as noted above, including any applicable Additional Program Terms) constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the Services or the use thereof will be governed by and interpreted in accordance with the laws of the Gabonese Republic without reference to its conflict-of-laws principles, (c) any dispute arising out of or related to the Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of Libreville, Gabonese Republic. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, W2M may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default, (f) any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (g) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (h) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (i) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (j) the parties agree that all correspondence relating to these Terms shall be written in the English language, (l) all dollar amounts listed within the Services are denominated in U.S. dollars unless otherwise specified, and (m) these Terms do not create any right of action on the part of any third party, except for the W2M Representatives and suppliers or others who are party to written agreements with us explicitly giving them third party beneficiary rights.
23)For information, questions or notification of errors, please contact: