TERMS OF SERVICE
Thank you for using the Payloadz.com platform (“Platform”) to access the products or services you purchased from third parties (“Third Party Products”). Please note that your use of the Platform is limited to downloading certain products which you purchased from third parties.
This document (“Agreement”) explains the Platform and sets forth the terms and conditions governing your use of the Platform. PLEASE NOTE THAT WE, AS THE PROVIDERS OF THIS TECHNOLOGY HAVE NO CONTROL OVER THE PRODUCTS OR SERVICES THAT YOU PURCHASED FOR WHICH ACCESS TO YOU IS GRANTED USING THE PLATFORM. Other than providing the technology enabling you to access your products or services, we have no control over the product or services third parties choose to sell using our Platform. For any questions, disputes, or comments regarding the product or service you access using the Platform, please contact directly the individual or entity from whom you purchased the product or service (“Third Party Product Provider”).
This document (“Agreement”) explains the technology we provide and the manner that it may be used by authorized users. If after reviewing this Agreement you have questions that remain unanswered, please do not hesitate to reach us at: firstname.lastname@example.org.
By clicking “I Agree” or by using the Platform, you acknowledge your understanding that this is a legally binding agreement between yourself and the providers of this Platform (“Our” “Us” or “We”) and that your use of the Platform is governed by and subject to the terms and conditions identified in this Agreement.
You can review the most current version of the Agreement by visiting this webpage. We reserve the right to update and change the Agreement by posting updates and changes to the Platform. You are advised to check the Agreement from time to time for any updates or changes that may impact you.
a. “Authorized User” means an individual that purchased a product which may be accessed using the Platform.
b. “Confidential Information” means any information, technical data, or know- how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.
c. “Content” means the definition identified in Section 3(g) below.
d. “Public Content” means the definition identified in Section 3(h) below.
e. “Third Party Product” means the definition identified in the introductory paragraph of this Agreement
f. “Third Party Product Provider” means the definition identified in the introductory paragraph of this Agreement.
4. Limited Right to Use the Platform.
a. You are granted a non-exclusive, non-transferable, limited license to access and use the Platform for the limited purpose of accessing and downloading certain Third Party Products.
b. You agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Platform, use of the Platform, or any portion of the Platform, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without Our express permission.
c. You agree not to modify, reverse engineer, adapt or otherwise tamper with the Platform or modify another website so as to falsely imply that it is associated with the Platform, Us, or any other software or service We provide.
d. You agree that You will not knowingly use the Platform in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of this Agreement.
e. You agree that You will not knowingly use the Platform to upload, post, host, or transmit unsolicited bulk email “Spam”, spam short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.
f. Except for the limited rights of use granted pursuant to this Agreement, You acknowledge and agrees that all ownership, license, intellectual property and other rights and interests in and to the Platform shall remain solely with Us.
g. We do not review or pre-screen the contents of electronic data Users create or upload using the Platform (“Content”) and We claim no intellectual property rights with respect to the Content
h. Users who use the Platform to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). We reserve the right, at any time, in Our sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.
i. We reserve the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Platform, with or without notice, except that We shall provide reasonable notice of any modification that materially reduces the functionality of the Platform. Continued use of the Platform following any modification constitutes Your acceptance of the modification.
j. We reserve the right to temporarily suspend access to the Platform for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Platform, email or other notification method We deem appropriate. Further, We shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to Users, but reserve the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, We will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.
k. You grant to Us a non-exclusive, royalty free right during Your use of the Platform, to use the Confidential Information for the sole purpose of performing Our obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Us to generate and publish aggregate, anonymized reports on system usage and Content trends and type.
l. By using the Platform, you represent and warrant that you are at least 18 years old. You may now use the Platform if you are under the age of 18.
5. Accessing the Platform.
a. You are only permitted to access and use the Platform if you an Authorized User. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by Us.
b. Each Authorized User will be provided with a unique identifier to access and use the Platform (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
c. All access to and use of the Platform via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Platform is strictly prohibited.
a. You agree to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as explicitly permitted by this Agreement or as required by law.
a. We are responsible for providing a secure method of authentication and accessing the Platform. We will provide mechanisms that:
i. allow for user password management.
ii. transmit passwords in a secure format.
iii. protect passwords entered for purposes of gaining access to the Platform by utilizing code that follows password management best practices.
b. You are at all times responsible for protecting the security of usernames and passwords, or any other codes associated to the Platform, and for the accuracy and adequacy of personal information provided to the Platform.
c. We are not responsible for the security measures or practices used by any third parties websites or services which are linked or referred to within our Platform. For information regarding such parties’ security practices, please consult the respective parties’ security policies.
8. Subscription, Payment, and Refunds.
a. The price you paid to access the products or services made available via the Platform is not determined by Us. We have no control over the pricing for any product. Such price is determined solely by the seller of the goods or services which granted you access to use the Platform.
b. We cannot and will not issue any refunds relating to any Third Party Products. Please direct any refund requests or any other payment related inquiries to your Third Party Product Provider. No refunds or credits will be issued for instances involving the removal of a User according to this Agreement.
9. Cancellation and Termination.
a. To cancel you access to the Platform, please contact your Third Party Product Provider.
b. We in our sole discretion have the right to suspend or discontinue providing the Platform to any User without notice for actions that are in material violation of this Agreement.
10. Limitation of Liability.
a. We shall not be liable for and You waive the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Platform.
b. YOU AGREE THAT OUR LIABILITY ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID US (NOT THE THIRD PARTY PRODUCT PROVIDER) FOR THE RIGHT TO ACCESS THE PLATFORM PURSUANT TO THIS AGREEMENT WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. WE ARE NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT OR THE PLATFORM. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), AND STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
c. IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, YOU AGREE THAT OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION. IN ALL CIRCUMSTANCES COMPANY’S MAXIMUM LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES SOLD. WE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE UPON A CLAIM OR ACTION IN CONTRACT, TORT, INDEMNITY OR CONTRIBUTION, OR OTHER CLAIMS RELATING TO THE PRODUCTS OR SERVICES IT SELLS WHICH EXCEEDS THIS LIABILITY LIMIT. COMPANY SHALL NOT BE LIABLE FOR THIRD PARTY CLAIMS FOR DAMAGES AGAINST THE CUSTOMER, OR FOR MALFUNCTION, DELAYS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS, LOSS OR DAMAGE TO EXEMPLARY DAMAGES, WHETHER OR NOT COMPANY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES.
d. IN NO EVENT SHALL WE, OUR AFFILIATES OR LICENSORS BE LIABLE FOR ANY (A) USE OF OR INABILITY TO USE THE PLATFORMÍ¾ (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE SERVICEÍ¾ (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREINÍ¾ (D)TECHNICAL PROBLEMS OR INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORMÍ¾ AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE, WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
e. You will at all times be responsible for any damage and/or loss of Content contained in Your technology which occurs as a result of Your electronic equipment and/or Your computer system, or the networks, computer systems, and any third party services used by You in conjunction with the Platform.
11. Disclaimer of Warranty.
WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY US. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE PLATFORM. THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND. NEITHER WE NOR OUR AFFILIATES OR LICENSORS MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERRORâ€¢FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
We makes no warranty that Our Platform when provided to You in digital or electronic format will be compatible with Your computer and/or other equipment, or that these Platform will be secure or error free. Nor do We make any warranty as to any results that may be obtained from the use of the Platform. We further disclaim all warranties of any kind related to Your hardware or software beyond the warranties provided by the manufacturer of Your hardware or software.
12. Third Party Product Disclaimer.
BEFORE USING THE PLATFORM, YOU MUST UNDERSTAND AND ACKNOWLEDGE THAT THERE IS NO GUARANTEE THAT YOU WILL BE SATISFIED WITH THE PRODUCTS OR SERVICES PROVIDED BY YOUR THIRD PARTY PRODUCT PROVIDER. YOU HEREBY AGREE THAT WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES REGARDING THE THIRD PARTY PRODUCTS YOU MAY ACCESS VIA THE PLATFORM INCLUDING SUCH PRODUCTS’ PURPOSE, QUALITIES, CHARACTERISTICS, OR ITS SELLERS OR DISTRIBUTORS. IN NO EVENT SHALL OUR LIABILITY TO YOU EXTEND TO THE THIRD PARTY PRODUCT.
BEFORE PURCHASING ANY THIRD PARTY PRODUCTS, ENSURE THAT YOU HAVE CONDUCTED SUFFICIENT RESEARCH AND HAVE RECEIVED ENOUGH INFORMATION TO PROVIDE YOU WITH AN ACCURATE DEPICTION OF SUCH THIRD PARTY PRODUCTS.
13. Intellectual Property.
a. The Platform (including but not limited to all Website information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, or documents which may be downloaded using the Platform), are owned by Us, Our licensors, Third Party Product Providers, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
b. You are permitted to use the Platform only for your personal use. You must not copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material provided via the Platform, including material sold on or through the Platform, except to: Store copies of such materials temporarily in RAM. Store files that are automatically cached by your browser for display enhancement purposes.
c. You must not: (i) modify copies of any materials available on or through the Platform, whether or not you purchase such materials. (ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials available on or through the Platform. Reproduce, sell or exploit for any commercial purposes any part of the Platform or materials obtained through the Platform. If you print, copy, modify, download or otherwise use any part of the Platform or materials in breach of the Agreement, your right to use the Platform and/or Third Party Products will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
d. All trademarks, names, logos, product and service names, designs and slogans displayed via the Platform are trademarks of Ours, Our affiliates or licensors. You must not use such marks without Our prior written permission. All other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners.
14. Prohibited Uses.
You may use the Platform only for lawful purposes and in accordance with these terms. You agree not to use the Platform: (i) in any way that violates any applicable federal, state, local and international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries),
(ii) to impersonate or attempt to impersonate any other person or entity (including, without limitation, the use of email addresses associated with the foregoing), (iii) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm the Us or users of the Platform or expose them to liability.
Additionally, you agree not to: (i) use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party use of the Platform, including their ability to engage in real time activities through the Platform. Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including to monitor or copy any of the material on any websites used to provide the Platform. Use any manual process to monitor or copy any of the material provided via the Platform or for any other unauthorized purpose without our prior written consent. Use any device, software or routine that interferes with the proper working of the Platform. Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful. Attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Platform. Attack the Platform via a denial of service attack or a distributed denial of service attack. Otherwise attempt to interfere with the proper working of the Platform.
15. Monitoring, Enforcement, and Termination.
We have the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform. We also have the right to terminate your access to all or part of the Platform for any uses We in our sole discretion deem unauthorized. YOU WAIVE AND HOLD US, OUR AFFILIATES, AND OUR LICENSORS AND LICENSEES HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING OR AS A RESULT OF OUR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY US OR GOVERNMENTAL AUTHORITIES.
16. Reliance on Posted Information.
The information presented in any websites provided by the Platform or otherwise provided through the Platform (including any Third Party Products) is not created by Us. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Platform, or by anyone who may be informed of any of contents of the Platform.
17. Information About You.
18. Third Party Links.
If our Platform contains links to other websites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to our Platform, you do so entirely at your own risk and subject to the terms and conditions of use and other policies for such websites.
19. Geographic Restrictions.
The Platform is owned and operated in the United States and is provided for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Platform or any of its websites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
To the fullest extent permitted by law, You agree that in the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever (Claim) in connection with Your use of the Platform, you shall defend, indemnify and hold harmless Us, Our Affiliates and Licensors and Licensees (“Indemnified Parties”) from and against any and all damages, liabilities, claims or costs (including the costs of investigation, defense, reasonable attorney’s fees and costs) (Losses) incurred by Indemnified Parties as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
Upon receiving notice of a Claim for which the Indemnified Parties are entitled to indemnification by You, We shall provide you with written notification and the opportunity to assume control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at your sole expenseÍ¾ provided, however, that
(a) any settlement which would impose a non monetary obligation on and/or admission or finding of liability or wrongdoing by Us will require the prior written consent from UsÍ¾
(b) the failure to provide timely notice, control, or assistance shall not relieve you of your indemnification obligationsÍ¾ and (c) We or any other Indemnified Party may have their own counsel present at and participating in all proceedings or negotiations relating to a Claim, at their own expense, unless you fail or refuse to secure legal counsel to defend any
Claim in a timely manner, in which case you shall pay all expenses related to use of such counsel.
21. Copyright Claims.
If you believe any of the content made available via the Platform or any websites used in connection therewith make unauthorized use of your copyrighted materials, please contact us a the following:
22. Governing Law, Dispute Resolution, and Attorney’s Fees.
23. Waiver, Severability, and Assignment.
Our failure to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies set forth in this Agreement are cumulative and are in addition to any rights or remedies We may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
If any provision of this Agreement is determined by a court to be unenforceable or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.
We reserve the right to assign all of our rights and obligations under this Agreement. You may not assign any rights or obligations of Your under these Terms.
24. Entire Agreement.
These Terms, together with any policies incorporated by reference into and made a part of these Terms, constitute the complete and exclusive agreement between the parties relating to the subject matter hereof. These Terms supersede all prior Terms and all proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter.
We reserve the right to amend this Agreement at any time. When We amend the Agreement, we shall make reasonable efforts to provide you with general, not specific, notice of such changes by posting a conspicuous announcement that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 10 days following the effective date of such amendment. Your continued use of the Platform following the posting of such amendment will be deemed your assent to and acceptance of the revised terms. You agree that you have the burden to review periodically this webpage to inform yourself of any such changes.
If you have any questions, please contact us at email@example.com.