This Agreement is made by and between Source 1 Media, LLC and you.
Due to the changing nature of the Internet, Internet infrastructure technologies, and business practices and models, Source 1 Media shall have the right at any time to:
change the terms of this Agreement;
change s1m.com, including eliminating or discontinuing any product, service, or any other content on or feature of s1m.com; or
change any fees or charges for use of s1m.com.
Such changes shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to, posting on s1m.com or transmission (solely) via electronic mail. You acknowledge that such electronic notification is adequate. You understand and agree that your use of s1m.com after either such notice shall be deemed to constitute your acceptance of such changes.
You are expected to review this Agreement periodically in order to ensure familiarity with the most current version by you and your personnel.
For clarification purposes, the definition of content shall include, without limitation, all text, graphics, and software, without regard to format or media.
NO BUSINESS RELATIONSHIP
The information provided on s1m.com is for informational purposes only and does not create a business or professional services relationship between you and Source 1 Media. Links on s1m.com may lead to services or sites not operated by Source 1 Media. No judgment or warranty is made with respect to such other services or sites and Source 1 Media takes no responsibility for such other sites or services. A link to another site or service is not an endorsement of that site or service. Any use you make of the information provided on s1m.com, or any site or service linked to by s1m.com, is at your own risk.
THIRD PARTY RELATIONSHIPS
In your use of s1m.com, you may enter into correspondence with, purchase goods and/or services, or participate in promotions of third parties showing their products and/or services on or advertised through s1m.com. Unless otherwise stated, any such correspondence, purchase or promotion, including the delivery of and the payment for products and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party. You agree that Source 1 Media has no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.
USE OF SECURE AREAS AND PASSWORDS
Certain functions of s1m.com are restricted to authorized users or require you to provide personal information ("Secure Areas"). If you are an authorized user of the Secure Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password or your employees’ passwords and account information, if any, and agree to notify Source 1 Media if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities which occur under your account, including any fees which may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to immediately notify Source 1 Media of any unauthorized use of your account or any other breach of security in relation to s1m.com known to you.
TERMINATION Source 1 Media shall have the right, at any time and for any reason, in its sole discretion and with or without notice, to immediately terminate this Agreement and/or any individual's access to and use of s1m.com and/or such user's password(s) or account(s), in whole or in part (including, without limitation, in the event of any conduct by such user which Source 1 Media deems unacceptable, inappropriate or offensive or any breach by such user of this Agreement or any applicable law). You agree that Source 1 Media shall not be liable to you or to any third party for any such termination, other than Source 1 Media will refund the pro rata portion of any then-unearned fee (if any) if termination occurs solely at Source 1 Media's discretion and not for breach of this Agreement or applicable law.
The Internet is a network of private and public networks. Source 1 Media has no control over the Internet or the Web, therefore, Source 1 Media is not liable for the interruption, erroneous performance, or discontinuance of operation, of any portion of the Internet, or possible regulation of the Internet which might interfere with or restrict the operation of www.s1m.com, www.source1media.com, or www.source1media.net.
OBLIGATIONS OF USERS While using s1m.com or Site-related services, you agree not to:
Post additional comments on top of s1m.com requiring additional non-Source 1 Media technology ("virtual graffiti");
Disparage or criticize in any way any other user of s1m.com, including, without limitation, Source 1 Media clients and consultants;
Restrict or inhibit any other user from using s1m.com and s1m.com-related services;
Upload, post or transmit any content which is unlawful, fraudulent, harmful, threatening, abusive, harassing, tortious, libelous, defamatory, vulgar, obscene, hateful, invasive of privacy, or ethnically or otherwise objectionable;
Impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with Source 1 Media or any person or entity;
Without Source 1 Media's prior written approval, upload, post or transmit any unauthorized advertising, promotional materials, "junk mail," "spam," "chain letter," "pyramid scheme," or any other form of unauthorized solicitation;
Upload, post or transmit any content that contains a virus, worm, "time-bomb" (including any "time-lock" or "drop-dead" device), "Trojan horse", "cancelbot", unauthorized access ("back door") code, or any other disruptive or harmful component;
Disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges through s1m.com (including, without limitation, by the excessive use of scripts, sound waves or scrolling);
Interfere with or disrupt the use of s1m.com or servers or networks connected to s1m.com, through "spoofing" or "denial of service" attack, or disobey any requirements, procedures, policies or regulations of networks connected to s1m.com;
Forge email headers or "trace route" information or otherwise manipulate any identifier in order to disguise the origin of any content uploaded, posted or transmitted on or through s1m.com;
Upload, post or transmit any content in violation of another party's patent, copyright, trademark, trade secret, or other intellectual property, contract or other right(s);
Upload, post or transmit any content that you do not have a confirmed right to transmit under law or under a contractual or fiduciary relationship (including, without limitation, inside information, or proprietary or confidential information learned or disclosed as part of an employment relationship or under nondisclosure agreement);
Violate any applicable local, state, national, or international laws or any regulations having the force of law, regardless of whether such violation is intentional;
Modify, adapt, sublicense, translate, sell, distribute, broadcast, publicly display, exploit for commercial purposes, reverse engineer, decompile, or disassemble any portion of s1m.com or any Site-related services;
"Stalk" or otherwise harass another party, or harm minors in any way; or
Collect or store personal or other individually identifiable data about another user of s1m.com.
You acknowledge that Source 1 Media's ability and cost to provide s1m.com is enabled by these requirements, and Source 1 Media has no obligation to monitor, edit or revise s1m.com or Site-related services. However, you acknowledge and agree that Source 1 Media has the right (at Source 1 Media's option) to monitor s1m.com and s1m.com-related services (including, without limitation, email, chat rooms, downloads, forums and events, if any), and to disclose any content uploaded, posted or transmitted on or through s1m.com to any third party in order to operate s1m.com, enforce this Agreement, comply with a legal obligation or governmental request or order, respond to a claim that any such content violates the intellectual property or other right of a third party, and protect Source 1 Media, its employees and consultants, clients and the public.
Source 1 Media reserves the right, at any time and with or without notice, to refuse to post, or to remove, any such content, in whole or in part, that is, in its sole discretion, unacceptable, offensive or in violation of this Agreement or any applicable law.
PROPRIETARY RIGHTS Ownership: This Site is owned and operated by Source 1 Media. The software and all pages, images, text, materials, and other content within s1m.com are the sole property of Source 1 Media, except as otherwise specified. Important information regarding third party content is contained in the Warranty and Limitation of Liability Information section, so we suggest that you carefully read that section of this Agreement. It is strictly prohibited to copy, reproduce, or republish all or any part of s1m.com. You acknowledge that you do not acquire any ownership rights by using s1m.com.
No Reuse: The use of any content found on this Site on any other Web site or networked computer environment is prohibited.
Proprietary Rights: Modification of the materials or any use of any of the materials for any other purpose is a violation of Source 1 Media's (and third party's, when applicable) copyright and other proprietary rights. All trademarks, service marks, and trade names (collectively, the "Marks") are proprietary to Source 1 Media, or other respective owners which have granted Source 1 Media the right and license to use such Marks.
DMCA Notifications: The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Source 1 Media infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office web site, currently located at http://www.loc.gov/copyright. Notices and counter-notices for s1m.com should be sent to
. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be substantial penalties for false claims.
WARRANTY AND LIMITATION OF LIABILITY INFORMATION YOU ACKNOWLEDGE AND AGREE THAT EACH OF S1M.COM, S1M.COM-RELATED SERVICES, THE CONTENT UPLOADED, POSTED OR TRANSMITTED ON OR THROUGH S1M.COM, AND ANY PRODUCT, SOFTWARE, DATA, OR SERVICE DOWNLOADED, LICENSED OR PURCHASED THROUGH S1M.COM ARE PROVIDED SOLELY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, PERFORMANCE, TITLE, AND QUALITY, WHICH ARE EXPRESSLY DISCLAIMED.
SOURCE 1 MEDIA MAKES NO WARRANTY THAT YOUR ACCESS TO S1M.COM OR S1M.COM-RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, ACCURATE, RELIABLE, ERROR-FREE, OR SECURE. NO OPINION, ADVICE, OR STATEMENT OF SOURCE 1 MEDIA OR ITS AGENTS SHALL CREATE ANY WARRANTY. YOUR USE OF S1M.COM AND PURCHASE OR USE OF CONTENT, PRODUCTS, DATA, AND/OR SERVICES PROVIDED THROUGH S1M.COM ARE ENTIRELY AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT SOURCE 1 MEDIA, LLC AND EACH OF ITS PARTNERS, AFFILIATES, ITS THIRD PARTY CONTENT PROVIDERS AND LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, ARE NOT AND WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, S1M.COM, S1M.COM-RELATED SERVICES AND/OR ANY CONTENT UPLOADED, POSTED, DOWNLOADED FROM OR TRANSMITTED ON OR THROUGH S1M.COM. WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT SOURCE 1 MEDIA IS NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY THIRD PARTY'S NEGLIGENT, OR INTENTIONALLY HARMFUL DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT, INCLUDING THE ACTIONS OF OTHER USERS OR THIRD-PARTIES, AND THAT ANY RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOUR SOLE REMEDY FOR DISSATISFACTION WITH S1M.COM, S1M.COM-RELATED SERVICES AND/OR ANY CONTENT UPLOADED, DOWNLOADED, POSTED OR TRANSMITTED ON OR THROUGH S1M.COM IS TO STOP USING S1M.COM AND/OR THOSE SERVICES.
A possibility exists that s1m.com could include inaccuracies or errors. Additionally, a possibility exists that unauthorized additions, deletions and alterations could be made by third parties to s1m.com. You understand that all content uploaded, posted or transmitted on or through s1m.com, whether publicly or privately, is the sole responsibility of the person from which such content originated. Although Source 1 Media plans to attempt to use reasonable efforts to protect the integrity of s1m.com, Source 1 Media can make no guarantee whatsoever as to any Site content timeliness, completeness, or accuracy. Source 1 Media assumes no liability or responsibility for any error or representation in the content of this Site. In the event that such an inaccuracy arises, please inform Source 1 Media so that it can be reviewed and hopefully corrected.
In many instances, content uploaded, posted or transmitted on or through s1m.com represents the opinions and judgments of the respective content provider, Site user, a Source 1 Media client (or employee of a client), or some other user not under contract with Source 1 Media. Consequently, Source 1 Media can neither endorse nor be responsible for the accuracy or reliability of any opinion, advice or statement made on s1m.com by anyone other than a specifically-designated authorized Source 1 Media employee spokesperson while acting in his/her official capacities. Under no circumstances will or can Source 1 Media be liable to you or any third party for any loss or damage caused by your reliance on any content uploaded, downloaded, posted or transmitted on or through s1m.com. It is your responsibility to evaluate the accuracy, completeness or usefulness of such content as you independently see fit.
s1m.com may contain links to other sites on the Internet ("External Sites"). Source 1 Media has not reviewed and will not review the web sites which are linked to s1m.com. Source 1 Media has no control over such External Sites. You acknowledge and agree that Source 1 Media does not endorse any External Site and is not responsible or liable for any content, advertising, products, or other materials that may appear on or may be available on, from or through any such External Site. You further acknowledge and agree that Source 1 Media shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the purchase or use of or reliance on any such content, advertising, products, or other materials.
INDEMNIFICATION You agree to indemnify, defend and hold harmless Source 1 Media, LLC and its affiliates, partners, third party content providers and licensors and each of their respective directors, officers, employees and agents from and against any and all claims, actions, suits, proceedings, judgments, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and related reasonable costs) arising directly or indirectly out of or in connection with your breach of this Agreement (including, without limitation, your violation of the Obligations Of Users above), any content uploaded, posted or transmitted by you on or through s1m.com, and/or your activities in connection with s1m.com or any Site-related services or content.
MISCELLANEOUS Applicable Agreement(s): This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto are expressly canceled. You may be subject to additional terms and conditions that may apply if and when you use third party content or services.
Waiver: No provision of this Agreement can be waived except in writing by an authorized Source 1 Media representative. No waiver by Source 1 Media of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Assignability: You may not assign, delegate or otherwise transfer this Agreement or any of your rights and obligations hereunder without Source 1 Media's prior written consent, including by operation of law, merger or other consolidation.
Severability: If any provision of this Agreement shall be unlawful, void or unenforceable, then such provision shall be deemed serverable from this Agreement and shall not affect the validity any enforceability of any remaining provisions.
Headings: Any heading, caption, or paragraph title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof.
CHOICE OF LAW This Agreement is entered into in the State of Florida, U.S.A., and shall be governed by and construed in accordance with the laws of the State of Florida, exclusive of its choice of law rules, and applicable United States federal law. The U.N. Convention on Contracts for the International Sale of Goods shall not apply.
LANGUAGE This Agreement is in the English language only, which language shall be controlling in all respects. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
MEDIATION/ARBITRATION Except for actions for temporary and/or preliminary injunctive relief and/or an action to enforce an arbitration decision, all disputes, controversies or claims arising out of or related to your use of s1m.com, as well as the scope, application, interpretation and construction of the terms and conditions of use of s1m.com (including any non-contractual claims between the Parties), shall be referred to mediation under the WIPO Mediation Rules in effect at the time the dispute arises.
If the dispute, controversy or claim is not settled pursuant to mediation within 15 calendar days, then, at the written request of either party, the dispute, controversy or claim shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules in effect at the time the dispute arises.
The place of mediation and of arbitration shall be West Palm Beach, Florida and the language shall be English. All arbitration hearings and all meetings pursuant to this section shall be held in West Palm Beach, Florida. The arbitrator(s) shall conduct a hearing within 30 days after their selection, and the award shall be rendered within 5 days after the completion of the hearing. The expenses of the arbitration (including the arbitrators) shall be shared equally by you and Source 1 Media.
VOID WHERE PROHIBITED Not all products or services discussed or referenced in or on s1m.com are available to all persons, or in all geographic locations or jurisdictions, even though s1m.com may be accessible worldwide. Source 1 Media reserves the right to limit the availability of s1m.com and/or the provision of any product or service to any person, geographic area or jurisdiction in its sole discretion, and to limit the quantity of any such product or service that it may provide.
RESTRICTED RIGHTS LEGEND Use, duplication or disclosure by the Government is subject to the restriction as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software Clause as DFARS 252.227-7013 and FAR 52.227-19, as applicable. Supplier is Source 1 Media, LLC, 14307 80th Ln N, Loxahatchee, FL 33470-4381, USA. Use of the materials by the Government constitutes acknowledgment of Source 1 Media's proprietary rights in them.