W3Evolutions LLC - Terms and Conditions

ACCEPTANCE OF TERMS

Welcome to the Internet site of W3Evolutions LLC ("W3Evolutions"). W3Evolutions LLC and any and all entities that control, are controlled by, or are affiliated with or under common control with, W3Evolutions LLC is collectively referred to herein as "we," "us" or "our". By accessing or using this Site in any way, including using any Services, downloading Materials or merely browsing the Site (capitalized terms defined below), you agree to and are bound by the terms and conditions set forth in this document and in any changes thereto that W3Evolutions LLC may publish from time to time (collectively, the "Terms of Use"). If you do not agree to all of the terms and conditions contained in the Terms of Use, do not access or use this Site. W3Evolutions LLC may change the Terms of Use and other guidelines and rules posted on the Site from time to time at its sole discretion. Your continued access or use of the Site, or any Materials or Services, constitutes your acceptance of the changes. Your access and use of the Site, Materials and Services will be subject to the most current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. Please regularly check the "Terms of Use" link on the home page of w3evolutions.com to view the then-current terms. If you breach any of the Terms of Use, your authorization to access or use this Site, Services and Materials automatically terminates, and any Materials downloaded or printed from the Site in violation of the Terms of Use must be immediately destroyed.

USE OF CONTENT

All information, materials, functions and other content (including Submissions, as defined in Section 3, entitled "SUBMISSIONS") ("Content") contained on W3Evolutions Sites are our copyrighted property or the copyrighted property of our licensors or licensees. All trademarks, service marks, trade names, and trade dress are proprietary to us and/or our licensors or licensees. We may change the W3Evolutions Sites or delete Content or features at any time, in any way, for any or no reason. Except as we specifically agree in writing, no Content from any W3Evolutions Site may be used, reproduced, transmitted, distributed or otherwise exploited in any way other than as part of the W3Evolutions Site, except that where a W3Evolutions Site is configured to enable the download of particular Content, you may download one copy of such Content to a single computer for your personal, noncommercial home use only, provided that you (a) keep intact all copyright and other proprietary notices, (b) make no modifications to the Content, and (c) do not use the Content in a manner that suggests an association with any of our products, services or brands. Any business use, "re-mailing" or high-volume or automated use of W3Evolutions Sites is prohibited.

SUBMISSIONS

In these terms of use, we use the word "Submissions" to mean text, messages, ideas, concepts, pitches, suggestions, stories, treatments, formats, artwork, photographs, drawings, videos, audiovisual works, and/or other similar materials that you submit, post, upload, embed, display, communicate or otherwise distribute (collectively, "Distribute") on or through a W3Evolutions Site. There are two types of Submissions: Solicited Submissions and Unsolicited Submissions. "Solicited Submissions" means those Submissions (a) that we expressly request or enable you to provide to us via any feature or activity on a W3Evolutions Site for our review or display and possible specifically-defined consideration or compensation (collectively, "Consideration") (such as prizes or other value in games, sweepstakes, contests and promotions); and (b) that you Distribute on or through any W3Evolutions Site for which you do not seek Consideration (such as in our Guest Services and in Public Forums). "Unsolicited Submissions" are any and all Submissions that do not fall within subparagraphs (a) or (b) of this paragraph.

DO NOT DISTRIBUTE ANY UNSOLICITED SUBMISSIONS; NO IMPLIED CONTRACT.

Our long-standing company policy does not allow us to accept or consider Unsolicited Submissions so please do not Distribute Unsolicited Submissions on or through any W3Evolutions Sites. We want to avoid the possibility of future misunderstandings when projects developed by us or under our direction might seem to others to be similar to their own creative work. We therefore ask that you not Distribute any Unsolicited Submission. In any event, you agree that any Submissions you make is not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of any review, compensation or consideration of any type (other than any stated Consideration). Except as expressly stated in these terms of use, the provisions of these terms of use apply equally to Unsolicited Submissions and Solicited Submissions. Accordingly, we, our licensees, distributors, agents, representatives and other authorized users shall be entitled to exploit and disclose all Submissions, and we shall not be liable to you or to any person claiming through you for any exploitation or disclosure of any Submission. You acknowledge that any Submissions provided by you to W3Evolutions are non-confidential and shall become the sole property of W3Evolutions: W3Evolutions shall own exclusive rights including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

INTELLECTUAL PROPERTY RIGHTS

Except as expressly authorized by W3Evolutions or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software W3Evolutions discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership. "W3Evolutions Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations W3Evolutions uses in connection with its products and services. You may not remove or alter any W3Evolutions Trademarks, or co-brand your own products or material with W3Evolutions Trademarks, without W3Evolutions's prior written consent. You acknowledge W3Evolutions's rights in W3Evolutions Trademarks and agree that any use of W3Evolutions Trademarks by You shall inure to W3Evolutions's sole benefit. You agree not to incorporate any W3Evolutions Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies. W3Evolutions is committed to respecting others' intellectual property rights, and we ask our users to do the same. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by W3Evolutions on this Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "Used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions. Upon termination, You must immediately destroy any downloaded and/or printed Content.

INDEMNIFICATION

You agree to indemnify and hold W3Evolutions, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content, any Third Party Applications, Software or Content you post or share on or through the Site, your use of the Service or the Site, your conduct in connection with the Service or the Site or with other users of the Service or the Site, or any violation of this Agreement or of any law or the rights of any third party.

PRIVACY

As a condition to using the Service, you agree to the terms of the W3Evolutions Privacy Policy as it may be updated from time to time. W3Evolutions understands that privacy is important to you. You do, however, agree that W3Evolutions may monitor, edit or disclose your personal information, including the content of your emails, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Use and the W3Evolutions Privacy Policy. Personal information collected by W3Evolutions may be stored and processed in the United States or any other country in which W3Evolutions or its agents maintain facilities. By using W3Evolutions, you consent to any such transfer of information outside of your country.

TERMINATION; CANCELLATION

You may cancel your use of the Services and/or terminate this Agreement with or without cause at any time by providing notice to W3Evolutions; provided, however, that a terminated account may continue to exist for up to seven business days before such cancellation takes effect. W3Evolutions may at any time and for any reason terminate the Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. Except as set forth above or unless W3Evolutions has previously canceled or terminated your use of the Services (in which case subsequent notice by W3Evolutions shall not be required), if you have provided an email address, W3Evolutions will notify you via email of any such termination or cancellation, which shall be effective immediately upon W3Evolutions's delivery of such notice.

REPRESENTATIONS AND WARRANTIES

Representations and Warranties. You represent and warrant that (a) all of the information provided by you to W3Evolutions to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.

CHOICE OF LAW; JURISDICTION

These Terms of Use will be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in Cuyahoga County, Ohio, and you consent to the jurisdiction of such courts.