THE SECURITY SALON
TERMS OF USE AGREEMENT
PLEASE READ THESE TERMS OF USE (THIS “AGREEMENT”) CAREFULLY BEFORE USING THIS WEBSITE.
Use of the Security Salon website (http://securitysalon.com) (the “Website”) by the user (sometimes referred to herein as “you”) is subject to this Agreement as follows:
1. Ownership of Website. The Website is owned by The Michaelangelo Group, Inc. d/b/a The Security Catalyst ("TSC"). All materials contained or distributed in the Website (the "Materials") are either owned by or licensed to TSC. The applicable owners and licensors retain all rights to the Materials, including, but not limited to all copyright, trademark and other proprietary rights, however denominated. Except for downloading the copy of the Materials for your commercial use within your company or organization, you must not reproduce, prepare derivative works based upon, distribute, perform or display the Materials without first obtaining the written permission of TSC. Materials must not be used in any unauthorized manner. You shall promptly notify TSC in the event that you learn of an unauthorized use or disclosure of the Website or the Materials or the password information relating to the Website, and provide reasonable assistance to TSC in the investigation and prosecution of such unauthorized use or disclosure.
2. Website Message Features.
(a) Participation. The Website may offer opportunities for you to transmit messages in connection with various features including, but not limited to blogs, chats, forums, video submissions and message boards ("Message Features"). You must use Message Features in a responsible manner, and are solely responsible for any content you transmit. You must not transmit any message ("Message") in connection with any Message Feature that: (i) imposes an unreasonable or disproportionately large load on the Website's infrastructure, or otherwise adversely affects, restricts or inhibits any other user from using and enjoying the Website; (ii) is threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; (iv) violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contains a virus, trojan horse, worm, time bomb, cancelbot or other similar harmful or deleterious programming routine; (vi) contains any information, software or other material of a commercial nature; (vii) contains advertising, promotions or commercial solicitations of any kind; (viii) constitutes or contains false or misleading indications of origin or statements of fact; or (ix) contains material irrelevant to the subject matter of the Message Feature. In order to participate in any Message Feature, you may be asked to register by providing certain personal information such as your name and/or email address. You may also be asked to select a screen name ("Screen Name") for identification purposes. You must not use any Screen Name that violates any term of subsections (i)-(ix) above, or any other operating term set forth by TSC.
(b) License. By transmitting any Message or Screen Name, you are granting TSC a perpetual, royalty-free, non-exclusive, and irrevocable right and license to reproduce, prepare derivative works based upon, distribute, perform or display such Message or Screen Name, in whole or in part, in any form, media or technology known or hereafter developed.
(c) Message and Screen Name Review. TSC and its third-party providers (the "Vendors") act as a passive conduit in connection with your use of Message Features. However, TSC and its Vendors have the right, but not the obligation, to review, edit or delete any Message or Screen Name transmitted by you that they believe may create a liability for them, and also to deny access to any Message Feature on a temporary or permanent basis. Display of any Message or Screen Name in any Message Feature does not constitute its approval or endorsement by TSC or its Vendors. You acknowledge that Messages and Screen Names are not confidential and that they may be read, intercepted by others and widely accessible on the World Wide Web, and that you no have no expectation of privacy with regard to any such submission. You acknowledge that by submitting Messages and/or Screen Names to this Website, no confidential, fiduciary, contractually implied or other relationship is created between you and TSC and its Vendors other than as expressly set forth in this Agreement. You acknowledge that TSC is not responsible for, and cannot and does not guarantee, the accuracy or reliability of information in any Message posted or submitted by any user of the Website.
3. Website Changes. TSC may change, suspend or discontinue any aspect of the Website at any time, including the availability of any Website feature, database, or content. TSC may also impose limits on certain features and services or restrict your access to parts or the entire Website without notice or liability.
4. Limited Warranty. THE MATERIALS CONTAINED ON THE WEBSITE MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. TSC DOES NOT WARRANT AS TO THE ACCURACY OR COMPLETENESS OF THE WEBSITE OR THE MATERIALS CONTAINED ON THE WEBSITE OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE WEBSITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, MEMORANDUM, OR INFORMATION SHALL BE AT YOUR SOLE RISK. TSC RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE WEBSITE.
TSC DOES NOT MAKE ANY WARRANTY THAT YOUR USE OF WEBSITE OR THE MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. TSC DOES NOT ASSUMES ANY RESPONSIBILITY FOR ANY DAMAGES THAT YOU MAY SUFFER BY, INCLUDING, BUT NOT LIMITED TO, LOSSES FROM DELAYS, NONDELIVERIES OF CONTENT OR ANY COMMUNICATIONS, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES OR MISCOMMUNICATIONS, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS CAUSED BY TSC’S NEGLIGENCE OR THE NEGIGLENCE OF TSC’S AFFILIATES, LICENSORS, OR YOUR ERRORS AND/OR OMISSIONS. THE WEBSITE AND THE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
5. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL TSC BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR LOST SAVINGS), EVEN IF TSC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, TSC’S LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR THE WEBSITE OR THE MATERIALS SHALL IN NO EVENT EXCEED THE PAYMENTS ACTUALLY RECEIVED BY TSC FROM YOU OR YOUR ORGANIZATION OR COMPANY FOR ACCESS TO THE WEBSITE AND THE MATERIALS.
6. Confidentiality and Protection of Materials. You shall have access to the Materials, which you acknowledge are the confidential and proprietary information of TSC. Accordingly, you will not: (a) disclose the Materials or any information about the Materials to any individual that is not employed by your company or organization without TSC’s prior written consent; or (b) use the Materials or any information about the Materials except in connection with your permitted use of the Materials in accordance with this Agreement and other terms that have been agreed upon in writing with TSC.
7. Indemnification. Your company or organization shall indemnify, and hold TSC, its directors, officers and employees harmless from any and all claims, losses, expenses, fees (including attorneys’ fees), costs or damages arising in connection with any unauthorized use of the Materials or the Website that is caused either directly or indirectly by you, your company or organization or any of its directors, officers, employees, agents or advisors.
8. Acceptance of Terms of Use. BY USING THE WEBSITE, YOU, AS AN EMPLOYEE OR AGENT OF YOUR ORGANIZATION OR COMPANY, SIGNIFY YOUR AGREEMENT (INDIVIDUALLY AND ON BEHALF OF YOUR ORGANIZATION OR COMPANY) TO THE TERMS OF THIS AGREEMENT AND THE TERMS OF THIS AGREEMENT WILL SUPPLEMENT ANY ADDITIONAL TERMS THAT YOUR COMPANY OR ORGANIZATION MAY HAVE AGREED UPON IN WRITING WITH TSC. If you do not agree to the terms in this Agreement, you must not use the Website. TSC may change the terms of this Agreement at any time, and your use of the Website after such changes are posted will mean that you accept them in your individual capacity and on behalf of your organization or company. Your company or organization shall be liable for any breach of this this Agreement that you commit (whether by commission or omission).
9. Additional Terms. Additional terms and conditions relating to the use of the Website and/or the Materials that supplement the terms and conditions contained in this Agreement may be agreed upon in writing by TSC and you or your company or organization (the “Additional Terms and Conditions”). Any references in this Agreement to “the Agreement” or “the terms and conditions of this Agreement” or the like shall, to the extent applicable, be deemed to include the Additional Terms and Conditions. The Additional Terms and Conditions shall prevail in cases where the terms and conditions contained in this Agreement are inconsistent with or are otherwise in conflict with the Additional Terms and Conditions.
10. Assignment
(a) Under no circumstances shall this Agreement or the license granted under this Agreement be assigned, sold, leased, or otherwise transferred by you or your company or organization (directly, indirectly, or by operation of law through a merger, sale of controlling equity interest, or otherwise) without the prior written consent of TSC, which consent will not be unreasonably withheld. TSC shall be entitled to assign, sell or otherwise transfer its rights and obligations under this Agreement in its sole discretion.
(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective successors and assigns.
11. Miscellaneous Provisions.
(a) From time to time, Licensor may request that Licensee certify to it in writing that you or your company or organization’s use of the Website and/or the Materials is in compliance with the usage restrictions set forth in this Agreement. Any failure by you or your company or organization to promptly comply with this request shall create the presumption that your company or organization has materially breached this Agreement, and shall constitute grounds for TSC to terminate your usage of the Website and the Materials. Should TSC have a reasonable good faith belief that your company or organization’s use of the Website and/or the Materials is not in compliance with the usage restrictions, or otherwise not authorized under this Agreement, it may conduct an audit of your company or organization’s use of the Website and/or the Materials and you and your company or organization shall reasonably cooperate with TSC in connection with this audit. Such an audit shall be at TSC’s sole cost and expense, unless the audit discloses a material breach of this Agreement by you or your company or organization, in which case your company or organization shall pay TSC for all reasonable costs and expenses incurred by TSC in connection with such audit.
(b) In the event of any unauthorized use of the Website or the Materials by you or your company or organization, in addition to all other remedies available at law or in equity, TSC will be entitled to apply to a court of competent jurisdiction for equitable relief by way of a restraining order, injunction, or otherwise, without the necessity of having to post bond or other security.
(c) This Agreement, and its application and interpretation, shall be governed by the internal laws of New York without regard to that state’s choice of law principles. Any action brought in connection with this Agreement shall be brought only in a federal or state court sitting in Albany County, New York. The prevailing party in any action brought in connection with this Agreement shall be entitled to recover its costs and reasonable attorneys’ fees from the non-prevailing party.
(d) The failure of either party to seek redress for the violation of, or to insist upon the strict performance of, any covenant or condition of this Agreement shall not prevent a subsequent act that would have originally constituted a violation from having the effect of an original violation.
(e) In the event that any of the terms, conditions or provisions of this Agreement shall be determined to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions, which shall continue to be valid to the fullest extent permitted by law.
(f) Your company or organization shall be responsible for all taxes (if any) owed in connection with this Agreement, the Website or the Materials except any taxes based on TSC’s net income.
(g) All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect the meaning or interpretation of this Agreement.