NeonGrid Terms of Use

Last revised on: June 23, 2014
 

Thank you for visiting www.neongrid.com (the "Site"), which is owned and provided by NeonGrid, LLC ("NeonGrid," "we" or "us").

 

These Terms of Use (the "Terms") sets forth the legally binding terms for your use of the Site and Services. By accessing or using the Site or accessing or using the services and resources available or enabled via the Site (each a "Service" and collectively, the "Services"), you represent and warrant that (1) you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent), (2) you have read, understand, and agree to be bound by the Terms (on behalf of yourself or the entity that you represent), and (3) you are of legal age to form a binding contract with NeonGrid. If you do not agree with the Terms, please do not access or use the Site or Services.

 

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

 

NEONGRID MAY MAKE CHANGES TO THESE TERMS FROM TIME TO TIME. When these changes are made, we will notify you by sending you an email to the last email address you provided to us and/or by prominently posting notice of the updated version of the Terms on the Site. We will also update the "Last Updated" date at the top of the Terms. Any changes to the Terms will be effective immediately for new users of the Site or Services. For existing users, such changes will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of notice of the changes on the Site. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Services. You understand and agree that if you access or use the Site or Services after the effective date of such changes, your access or use will indicate your acceptance of the updated Terms. PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.

 

DESCRIPTION OF SERVICE

The Site provides a multimedia, credit-listing database where creative professionals can list and share professional credits and showcase works. The Site also provides a platform where creative professionals and companies involved in the creation of creative content can connect to help such individuals and entities list professional credits, meet, exchange ideas, make content, and find opportunities for work.  "User" means any user of the Site or Services, and may be a creative professional or a company involved in the creation of creative content.  If you decide to meet another User in person, you should always be sensible and exercise caution to protect your personal safety and property. By using the Site, you are agreeing to release, defend, hold harmless, and defend NeonGrid free from any liability or damage that might arise out of the transaction between you and another User. NEONGRID IS NOT, AND SHALL NOT BE, RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR SERVICES FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES.

 

SCOPE OF USE

Subject to these Terms, NeonGrid grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to access and use the Site and Services for your personal, noncommercial use. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Site or Services; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site or Services except to the extent the foregoing restrictions are expressly prohibited by applicable laws (c) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (d) you shall not access the Site or Services in order to build a similar or competitive website or service; (e) you shall not download, copy, reproduce, distribute, republish, display, post or transmit any portion of the Site or Services, except with our written or e-mailed consent; and (f) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Site or Services.

 

MEMBERSHIP OPTIONS

In order to use certain features of the Site and Services, you must register for an account with NeonGrid (an "Account"). We may use a third party to authenticate your registration and certain information about you may be transmitted between such third party and us. People who register for an Account become "Members." By registering for an Account, you represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Site or Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You agree not to create an Account or use the Site or Services if you have been previously removed by the NeonGrid, or if you have been previously banned from any of the Sites or Services.

 

REGISTRATION PROCESS

During registration, you may select a NeonGrid Vanity url ("Vanity url"), which will be associated with your Account, will be displayed publicly and may be changed by you. NeonGrid reserves the right to remove or reclaim any Vanity urls at any time and for any reason, including but not limited to, claims by a third party that a Vanity url violates the third party's rights.

 

In creating an Account, you must provide your first and last name, email address, location and other information about yourself as prompted by the registration form ("Registration Information"). You represent and warrant that all Registration Information you submit is true, accurate, current and complete. You agree to maintain and promptly update the Registration Information to keep it true, accurate, current and complete, including your email address, which is the primary way in which we will communicate with you. If you provide any information that is untrue, inaccurate, not current or incomplete, or NeonGrid has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, NeonGrid has the right to suspend or terminate your Account and refuse any and all current or future use of the Site or Services (or any portion thereof).

 

Your email address will be your login. You must choose your own password.  It is your responsibility to safeguard your password and not disclose it to third parties. You are solely responsible for activities that occur under your Account. You agree to immediately notify NeonGrid of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. NeonGrid will not be liable for any loss or damage arising from your failure to comply with the foregoing requirements.

 

CONTENT

Through the Site, email, websites, and other media, the Services make accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, projects, other material and information, and associated trademarks and copyrightable works (collectively, the "Content"). Users may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible ("Submit") Content.  "User Content" means any Content Submitted by Users. You shall be solely responsible for your User Content as well as any consequences of Submitting such User Content, including the possibility that NeonGrid may feature any User Content on the Site. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness and usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. NeonGrid is not responsible for the actions of third parties or other Users relating to their use of any material you have publicly shared on NeonGrid. You acknowledge that NeonGrid has no obligation to pre-screen User Content, although NeonGrid reserves the right in its sole discretion to pre-screen, refuse or remove any User Content.  NeonGrid has no obligation to store any User Content on the Sites or Services.  NeonGrid has no responsibility or liability for the loss, damage, destruction, deletion or accuracy of any User Content; the failure to store, transmit or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Site or Services.  You shall be solely responsible for preventing any loss or damage to, and maintaining independent archival and backup copies of, any of your User Content.

 

CONTENT OWNERSHIP

Except with respect to User Content, you agree that NeonGrid and its suppliers own all rights, title and interest in the Site and Services and that you have no right or title in or to any Content that appears on or in the Site or Services.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or Services. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in NeonGrid and all related items.  NeonGrid does not claim ownership of your User Content.

 

CONTENT SUBMISSION

Members may submit, post or link to their User Content for display on their profile and on the Site. By submitting such User Content, you agree to the terms and conditions of our Content Submission Policy, which is incorporated into and made a part of these Terms. You grant NeonGrid and its users a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute your User Content on the Site solely for the purposes of operating, developing, providing, and using the Site and Services.

 

WARRANTY FOR SUBMISSIONS

By Submitting User Content, you represent and warrant that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display the User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in the User Content..

 

LICENSE TO CONTENT

You grant the NeonGrid a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, your User Content (in whole or in part) for the purposes of operating and providing the Site and Services to you and to our other Users.

 

FEEDBACK

If you provide NeonGrid any feedback or suggestions regarding the Site or Services ("Feedback"), you hereby assign to NeonGrid all rights in the Feedback and agree that NeonGrid shall have the right to use such Feedback and related information in any manner it deems appropriate.  NeonGrid will treat any Feedback you provide to NeonGrid as non-confidential and non-proprietary.  You agree that you will not submit to NeonGrid any information or ideas that you consider to be confidential or proprietary.

 

PROHIBITED USES

The Site and Services are intended to be used by Users for the purposes referred to in these Terms. As a condition of use, you agree not to use the Site or Services for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Submit any Content on or through the Site or Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without NeonGrid's prior written consent; (v) impersonates any person or entity; (vi) interferes with or attempt to interfere with the proper functioning of the Site or Services or uses the Site or Services in any way not expressly permitted by the Terms; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Site or Services, including but not limited to violating or attempting to violate any security features of the Site or Services, using manual or automated software or other means to access, "scrape," "crawl" or "spider" any pages contained in the Site or Services, introducing viruses, worms, or similar harmful code into the Site or Services, or interfering or attempting to interfere with use of the Site or Services by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the Site or Services.

 

THIRD PARTY SITES

The Site may contain links to third party websites ("Third Party Sites"). The Third Party Sites are not under the control of NeonGrid, and NeonGrid is not responsible for any Third Party Sites. NeonGrid provides the Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. When you link to a Third Party Site, the applicable third party's terms and policies apply, including third party's privacy and data gathering practices. You acknowledge sole responsibility and assume all risks arising from your use of any Third Party Sites.

 

INTERACTION WITH OTHER USERS

Users of the Site or Services may interact with other users. For example, Members may invite others to accept credit for creative works. You are solely responsible for your interactions with other Users of the Site or Services. NeonGrid may limit communications you may have to other users of the Site or Services and may, in certain circumstances, prohibit you from contacting other users through use of the Site or otherwise limit your use of the Site. NeonGrid reserves the right, but has no obligation, to monitor disputes between you and other Users and to restrict, suspend, or close your Account if NeonGrid determines, in its sole discretion, that doing so is necessary to enforce these Terms. The Site and Services may contain User Content provided by other Users.  NeonGrid is not responsible for and does not control User Content.  NeonGrid has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content.  You use all User Content and interact with other Users at your own risk.

 

PRIVACY POLICY

NeonGrid's online Privacy Policy located at http://neongrid.com/legal/privacy is incorporated herein by reference and describes the collection, use, and sharing of certain personally identifiable information that may be provided in connection with the use of the Site and Services.  Please read and understand our Privacy Policy before accessing our using the Site or Services.

 

AVAILABILITY OF SERVICES

NeonGrid reserves the right to discontinue, suspend or modify one or more aspects of the Site or Services at any time and for any reason. There may be times when the Site or Service becomes unavailable, whether scheduled or unscheduled. You agree that NeonGrid will not be liable to you or any third party for any discontinuance, suspension or modification of the Site or Services or any party thereof. For security or other reasons, we may require you to change your password or other user information. We may contact you regarding your Account or new Site or Service features.

 

BREACHES OF TERMS

We are reliant upon Users to notify us of anything on the Site that appears likely to be a breach of these Terms. Please notify us of such breaches by contacting us at report@neongrid.com.

 

TERMINATION

Subject to this Section, these Terms will remain in full force and effect while you use the Site or Services.  NeonGrid may, in its sole discretion, suspend your rights to use the Site and/or the Services (including your Account) or terminate these Terms, at any time for any reason, including for any use of the Site or Services in violation of these Terms.  Upon termination of these Terms, your Account and right to access and use the Site and Services will terminate immediately.  You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases; however NeonGrid reserves the right to continue to use your User Content.  NeonGrid will not have any liability whatsoever to you for any termination of these Terms, including for termination of your Account or deletion of your User Content.  If you wish to terminate your Account, you may do so by following the instructions on the Site.  All provisions of these Terms which by their nature should survive, shall survive termination, including without limitation, ownership provisions, warranty disclaimers, indemnification, and limitation of liability.

 

DISCLAIMER

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK, AND WE PROVIDE THE SITE AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. NEONGRID, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY NEONGRID OR ANYTHING RELATED TO NEONGRID, YOU MAY CLOSE YOUR NEONGRID ACCOUNT AND TERMINATE THESETERMS AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

 

NEONGRID IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS TRANSMISSION OF ANY USER CONTENT) SENT THROUGH THE SITE AND SERVICES TO ANYONE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SITE OR SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SITE OR SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

 

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICES. YOU UNDERSTAND THAT NEONGRID DOES NOT MAKE ANY ATTEMPT TO (1) VERIFY THE STATEMENTS OF USERS OF THE SITE AND SERVICES; (2) VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO THE SITE OR SERVICES; OR (3) MONITOR THE USE OF ITS SERVICES BY USERS OF THE SITE. NEONGRID DISCLAIMS ANY AND ALL LIABILITY FOR PERSONAL RELATIONSHIPS OR CONTACTS DEVELOPED THROUGH THE SITE OR SERVICES, AND ANY ACTIVITY BETWEEN USERS OUTSIDE OF THE SITE OR SERVICES IS ENTIRELY OUTSIDE THE CONTROL OR RESPONSIBILITY OF NEONGRID. NEONGRID FURTHER DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

 

NEONGRID , ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE OR SERVICES WILL BE CORRECTED. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  NEONGRID MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.

 

LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT, EXCEPT AS EXPLICITLY SET FORTH HEREIN, NEONGRID, ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING TYPES OF DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR USE OF THE SITE, SERVICES, SITE CONTENT, OR THIRD-PARTY GOODS, MATERIALS, SERVICES OR WEB SITES MADE AVAILABLE THROUGH THE SERVICES: INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS OR GOODWILL, REVENUE, DATA OR USE ) INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF, OR ARE AWARE OF, THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR USE OF THE SITE, SERVICES, SITE CONTENT, OR THIRD-PARTY GOODS, MATERIALS, SERVICES OR WEB SITES MADE AVAILABLE THROUGH THE SERVICES WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNT YOU HAVE PAID NEONGRID IN THE PRIOR TWELVE (12) MONTHS (IF ANY), AND (B) FIFTY DOLLARS ($50). NEONGRID, ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, LICENSORS, AND SUPPLIERS ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEONGRID AND YOU.

 

INDEMNITY

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS NEONGRID AND ITS SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, SHAREHOLDERS AND SUCCESSORS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES) ARISING FROM OR IN CONNECTION WITH (A) YOUR BREACH OF THESE TERMS, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE; (B) YOUR USER CONTENT; (C) YOUR VIOLATION OF ANY RIGHTS OF A THIRD PARTY, INCLUDING ANY USERS; (C) YOUR VIOLATION OF ANY APPLICABLE LAWS, CODES OR REGULATIONS; OR (D) YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES. NeonGrid reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with NeonGrid in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Site or Services.

 

SEVERABILITY

If any provision of these Terms is found to be illegal, void, or unenforceable by a court of competent jurisdiction or arbitrator, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to affect the intention of the provision. If a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected in any way.

 

NO WAIVER

NeonGrid's failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of NeonGrid's right to subsequently enforce such provision or any other provisions of these Terms.

 

ASSIGNMENT

The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without NeonGrid's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

 

NOTICE

Where NeonGrid requires that you provide an e-mail address, you are responsible for providing NeonGrid with your most current e-mail address.  In the event that the last e-mail address you provided to NeonGrid is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, NeonGrid's dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to NeonGrid at the following address: report@neongrid.com. Such notice shall be deemed given when received by NeonGrid by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

 

ELECTRONIC COMMUNICATIONS

The communications between you and NeonGrid use electronic means, whether you visit the Site or Services or send NeonGrid e-mails, or whether NeonGrid posts notices on the Sites or Services or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from NeonGrid in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that NeonGrid provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

 

NO INJUNCTIVE RELIEF

In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of NeonGrid, exploitation of any advertising or other materials issued in connection therewith, or exploitation of NeonGrid or any content or other material used or displayed through the Site.

 

FULL AGREEMENT

You agree that these Terms constitute the entire, complete and exclusive agreement between you and us regarding the Site and Services and supersedes all prior agreements and understandings, whether written or oral, with respect to the subject matter of these Terms.

 

ARBITRATION OF DISPUTES

YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SITE OR SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, APPLYING THE LAWS OF THE STATE OF CALIFORNIA. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN LOS ANGELES, CALIFORNIA AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. IF FOR ANY REASON, A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE DISPUTE SHALL BE EXCLUSIVELY BROUGHT IN STATE OR FEDERAL COURT IN LOS ANGELES COUNTY, CALIFORNIA.  EITHER YOU OR NEONGRID MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR NEONGRID PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS.

 

GOVERNING LAW

The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

 

INTERNATIONAL USERS

Users outside of the United States consent to having their personal data transferred to and processed in the United States. Your use of the NeonGrid Site and Service is subject to export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin services or software. The Site and Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that NeonGrid intends to announce such Services or Content in your country.  The Site and Services are controlled and offered by NeonGrid from its facilities in the United States of America. NeonGrid makes no representations that the Sites and Services are appropriate or available for use in other locations.  Those who access or use the Sites or Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

 

DMCA POLICY

NeonGrid respects the intellectual property of others, and we ask that you do the same. NeonGrid has adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of membership privileges of Users of our Site and Services who are repeat infringers of intellectual property rights. If you believe that infringing materials are accessible on the Site or the Site contains links to another location that contains infringing materials, please provide the following information in the form of a written notification required by 17 U.S.C. 512(c) to our designated Copyright Agent: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you allege is being infringed, or, if multiple copyrighted covered by a single notification, a representative list of such works; (c) a description of the allegedly infringing material and information sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and/or an electronic mail address; (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, or its agent, or the law; and (f) 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 authorized to act on the copyright owner's behalf.

 

Please note that any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorneys' fees incurred by use in connection with the written notification and allegation of copyright infringement.

 


 
The designated Copyright Agent for NeonGrid is:
Designated Agent: Robyn Gould
Address: 1333 2nd Street, Suite 400, Santa Monica, CA 90401
Telephone: +1 310 883 6400
Fax: +1 310 883 6500
Email: rgould@cooley.com
 
CONTACT
You can contact us by emailing us at report@neongrid.com by writing us at:
NeonGrid
attn: Report
1112 Montana Ave, Suite 452
Santa Monica 90403
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