NeonGrid Terms of Use

Last revised on: November 5, 2013
 
The website located at www.neongrid.com (the "Site") is a copyrighted work belonging to NeonGrid, LLC ("NeonGrid", "us", "our", and "we"). NeonGrid is a multimedia, credit-listing database for creative professionals to list and share professional credits and showcase works (collectively, with all other services provided through the Site, the "Services").
 
These Terms of Use ("Terms") sets forth the legally binding terms for your use of the Site and Services. By accessing or using the Site or Services, you agree to be subject to the Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree with the Terms, please do not access or use the Site or Services. 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. 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 our Site. 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.
 
SCOPE OF USE
Subject to these Terms, NeonGrid grants you a non-transferable, non-exclusive license to use the Site and Services for your personal, noncommercial use. The rights granted to you are subject to the following restrictions: (a) you may not license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Site or Services; (b) you may not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services, or use data mining, robots or similar data gathering or extraction tools or processes (such as "web scraping"); and (c) you may not download, copy, reproduce, distribute, republish, display, post or transmit any portion of the Site or Services or to modify any portion thereof, except with our written or e-mailed consent.
 
MEMBERSHIP OPTIONS
In order to use certain features of the Site and Services (e.g. create a user profile to claim, accept and share professional credits and showcase works), you must register for an account with NeonGrid. 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 creating an account you affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able to and competent to enter into the terms, conditions and obligations set forth in these Terms, and to abide by and comply with these Term. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13.
 
REGISTRATION PROCESS
During registration, you may select a NeonGrid Vanity url ("Vanity url"), which will be associated with your NeonGrid account, will be displayed publicly and may be changed by you. We reserve the right to revoke the use of a Vanity url previously selected by a Member at any time. This may be because we feel the Vanity url is inappropriate or for any other reason. We are under no obligation to disclose our reasons for revoking your use of a specific Vanity url.
 
You must provide your first and last name, email address, location and other information about yourself as prompted by the registration form. You represent and warrant that all required registration information you submit is truthful and accurate. It is your responsibility to maintain current and accurate information regarding your contact information, including your email address, which is the primary way in which we will communicate with you.
 
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 OWNERSHIP
NeonGrid does not claim ownership of any creative works or other materials ("User Content") that you provide NeonGrid. You may change, edit or delete User Content with NeonGrid-provided tools.
 
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.
 
You shall be solely responsible for your User Content as well as any consequences of submitting, posting or linking to 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.
 
WARRANTY FOR SUBMISSIONS
By providing User Content to us, you represent and warrant that you are legally entitled to post your User Content and that your User Content is accurate, not confidential, and does not infringe the rights of any third party.
 
PROHIBITED USES
The Site is intended to be used by users for the purposes referred to in these Terms. You agree not to use or access to the Site or Services, or information obtained from it, to send unsolicited bulk email (spam), or to collect or harvest any personally identifiable information, including, but not limited to, users' names and social links from the Site, or use the communication systems provided by the Site for any improper purpose (see Scope of Use, above). You are responsible for ensuring that no material you submit, post or link (such as your User Content) or any activity or communication you make on the Site will be capable of infringing the intellectual property or other rights of any person or entity. This includes the breach of any applicable law, whether criminal, tortious or otherwise, as well as any material appearing to be offensive, threatening, defamatory, obscene, pornographic, false, unlawful, invasive of another's privacy, promoting racism or bigotry, unreliable or misleading.
 
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. NeonGrid is not 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.
 
INTELLECTUAL PROPERTY
The content of the NeonGrid Site and Service, except all User Content, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like and the trademarks, service marks and logos contained therein and all copyright subsisting therein, are owned by or licensed to NeonGrid, and protected by international copyright and trademark laws and international conventions. 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.
 
THIRD PARTY CONDUCT
You acknowledge that we are not responsible for the behavior of Site or Service users or for User Content on the Site. In particular, NeonGrid has no obligation to prescreen or monitor User Content, and thus accepts no responsibility for any User Content that may appear on the Site.
 
PRIVACY POLICY
These Terms are to be read in conjunction with our Privacy Policy.
 
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.
 
MISUSE OF NEONGRID/TERMINATION OF MEMBERSHIP
We reserve the right to suspend or terminate your rights to use the Site or Services, or any part thereof, including terminating your account and removing User Content, if you violate any provision of these Terms or for any other reason determined by NeonGrid in its sole discretion. You agree that upon termination or suspension of your access to the Site under any provision of these Terms, we may immediately deactivate or delete your User account including all User Content and/or bar you from further access to the NeonGrid Site. Any person whose access has been suspended or terminated must not reregister for or re-access the Site or Services without our prior consent. Your account is subject to immediate termination without notice if you reregister without this consent. These Terms shall survive termination of your use of the Site or Services, except for your rights granted hereunder and our obligations to you hereunder.
 
REMOVAL OF USER CONTENT
Each User acknowledges that we are entitled to remove any User Content on the Site, whether this is based on information we receive from Users or others, including our own determination of whether such User Content breaches any part of these Terms, or brings the Site into disrepute. However, you acknowledge that we reserve the right, but have no obligation to monitor User Content, which appears on the Site, and that 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.
 
DISCLAIMER
DO NOT RELY ON THE SITE OR SERVICES, ANY INFORMATION CONTAINED THEREIN, OR THEIR CONTINUATION. WE PROVIDE THE SITE AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL 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 MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE SITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.
 
NEONGRID DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO THE SITE OR SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO 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 DOES NOT GUARANTEE THAT THE SITE OR SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SITE OR SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. NEONGRID DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, NEONGRID DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SITE OR SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
 
LIMITATION OF LIABILITY
YOU 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). 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.
 
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 SUBMISSION OF ANY USER CONTENT THAT VIOLATES THIRD PARTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS; (C) YOUR VIOLATION OF ANY STATE, FEDERAL FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; OR (D) YOUR USE OF 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.
 
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. 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.
 
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.
 
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 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) your physical or electronic signature; (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 that the information in the notification is accurate, and under penalty of perjury, that you have the authority to enforce the copyrights that are claimed to be infringed.
 
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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