These Terms of Service and End User License Agreement (this “Agreement”) constitute a legal agreement between you and CWHQ, LLC. (“we”, “our”, or “us”) stating the terms and conditions that your use of the desktop and the govern web site at (the “Site”). The Site is referred to as the “Service.” Please read this Agreement carefully. By accessing and/or using the Site, you agree to be bound by and comply with the terms and conditions of this Agreement. You hereby represent and warrant that you are legally able to form a binding contract with CWHQ. If you do not agree to these terms and conditions, do not access and/or use the Site. We may at our sole discretion change, add, modify, or delete portions of this Agreement from time to time. Please review this Agreement for changes prior to use of the Service. Your continued use of the Service following the posting of changes to this Agreement constitutes your acceptance of any changes. This is an agreement between you and CWHQ, and not with others.
1.Limited License to the Service and Content
CWHQ grants you a personal, limited, non-exclusive, and non-transferable license to (i) access and use the Site, and (ii) use, publish, distribute, and display the pre-approved backgrounds, imagery, and music provided in the Service for the purposes of creating digital media content through the Service (“Licensed Materials”).
All rights not expressly granted in Section 1 above are exclusively reserved to CWHQ, LLC. When using the Service, you may not:
modify, adapt, copy, translate, create derivative works from, publish, license, sell, or otherwise commercialize the Service, Content (defined below), or any information or software associated with the Service;
decompile, reverse-engineer, disassemble or otherwise attempt to derive source code from the Service;
remove, obscure or alter CWHQ's copyright notice, trademarks, or other proprietary rights notices affixed to the Service or Content;
rent, lease, sublicense, or otherwise transfer rights to the Service;
use the Service in any manner that could impair or interfere with the Service;
interfere or attempt to interfere with the operation of the Service in any way through any means, software, routine or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or other means;
use any robot, spider, another automatic device, or manual process to monitor or copy the Service or Content contained thereon or for any other purpose without our prior express written permission; or
take any action that imposes an unreasonable or disproportionately large load on the CWHQ infrastructure.
You must use the Service in compliance with all applicable laws. You must comply with applicable third-party terms of agreement when using the Service (e.g., your wireless data service agreement). Your right to use the Service will terminate immediately if you violate any provision of this Agreement. Your rights to use the Service are specified in this Agreement and all rights not expressly granted herein are reserved to CWHQ.
Except for User Submissions (defined below) all intellectual property rights in and to the content, tools, text, logos, marks, data, audio, video, design, codes, layout, “look and feel”, and other content that is included on the Service (“Content“) is owned by CWHQ or the applicable brand owners. Except for the license granted herein with respect to the Licensed Materials, your use of any Content without prior written consent is strictly prohibited.
5.Use and Protection of Login Credentials
You are responsible for maintaining the confidentiality of your user name and password (“Login Credentials”), if applicable. You are responsible for all uses of your account and Login Credentials, whether or not authorized by you. You agree to notify CWHQ immediately of any unauthorized access to or use of your account or Login Credentials or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. Please use caution when accessing your account from a public or shared computer so that others are not able to view or record your Login Credentials or other personal information. CWHQ reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in CWHQ's opinion, you have violated any provision of this Agreement.
Subject to this Agreement and the functionality of the Service, you may comment on content, contribute to forums, and otherwise submit content (together, “User Submissions“) through the Service. Any User Submissions that you submit to CWHQ in connection with a contest, course, or other promotion (“Promotion“) will be subject to this Agreement unless the applicable terms, conditions, and/or official rules that govern the Promotion expressly state the contrary. You own all intellectual property rights in and to your User Submissions. By posting or uploading User Submissions through the Service, you grant CWHQ a worldwide, nonexclusive, royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, decompile, reverse engineer, data process, display, perform, and otherwise exercise all rights in and to the User Submissions in connection with CWHQ's business, including, without limitation, through the Service, for marketing and advertising purposes, and on CWHQ merchandise in any media formats and through any media channels now known or hereinafter invented. Without limiting the foregoing, the license may also be exercised by third parties acting on CWHQ's behalf. You also grant each user of the Service a non-exclusive license to access your User Submissions through the Service.
7.Requirements for User Submissions
You agree that, whether or not your User Submissions are published through the Service, CWHQ offers no confidentiality or anonymity with respect to User Submissions. You warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize CWHQ to use your User Submissions as contemplated by the functionality of the site. You understand and agree that CWHQ may display or distribute User Submissions along with your account name or other information you provide during any applicable registration process. When contributing User Submissions, you will not:
Make false, misleading, obscene, or indecent statements;
Participate in gambling or illegal activities;
Post User Submissions that are defamatory, threatening, harassing, sexually explicit, abusive, hateful, or embarrassing to any other person or entity;
Repeatedly post the same or similar User Submissions or otherwise impose an unreasonable or disproportionately large load on CWHQ or its agent’s infrastructure;
Post irrelevant User Submissions or post User Submissions in inappropriate categories;
Delete or otherwise revise or improperly interfere with any User Submissions posted by any other user of the CWHQ Application;
Post User Submissions that infringe or misappropriate any copyright, trademark, patent, trade secret, or other intellectual property or any privacy or publicity rights of another;
Post chain letters, “junk mail”, “spam,” or pyramid schemes;
Harm or harass others;
Contact anyone who has asked not to be contacted; or
Impersonate any person or entity.
8.No Obligation to Publish
CWHQ may remove or decline to post any User Submission at any time, for any reason (or for no reason), without notice and at its sole discretion, including, without limiting the foregoing, if it determines that a User Submission is inappropriate or fails to comply with this
Agreement. CWHQ has no responsibility for the back-up of any User Submission or any lost data resulting from the use, operation or discontinuation of any aspect of the Service.
CWHQ, in its discretion, offer opportunities for its users to contribute User Submissions through the Service. You understand and agree that User Submissions are third- party content and are not created by CWHQ. You understand that the Service aggregates User Submissions and other material in the Services and that the User Submissions and other material does not necessarily represent the views of CWHQ. In the case of Promotions, the bestowal of an award or prize by CWHQ or its partner(s) does not signify CWHQ's
that User Submission. Through your use of the Service, you may be exposed to User endorsement of Submissions or other material that you may find inaccurate, deceptive, offensive, objectionable, or harmful. All User Submissions and other materials are provided for your convenience only, and you assume all associated risks.
You may be able to link from the Service to third-party websites that take you outside of the Service (“Linked Sites”). CWHQ has no responsibility for the information, content, products, services, advertising, code or other material, which may be provided through the Linked Sites. Your interactions with Linked Sites are subject to the terms of service and other policies of those sites, so please use common sense as you navigate the Web and be aware when you leave the Service.
11.Change or Update to Service; Termination
CWHQ shall have the right for any reason, in its sole discretion, to terminate, change, suspend or discontinue, temporarily or permanently, any aspect of the Service, including but not limited to content or features, without notice to you. We may also impose limits on certain features and services or restrict your access to parts or all of the Service with or without notice or liability.
You agree that CWHQ may terminate your use of this Service, and/or exercise any other remedy available to it, if CWHQ reasonably believes that you have violated or acted inconsistently with the letter or spirit of this Agreement, or violated the rights of CWHQ or any third party, or for any reason with or without notice to you. You agree that CWHQ will not be held liable to you or any third party as a result thereof.
You will indemnify and hold harmless CWHQ, our subsidiaries, parents, affiliates, officers, directors, shareholders, legal representatives, agents, and other partners and employees from loss, liability, costs, damages or expenses from any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all claims, liabilities, judgments, losses, damages, costs, charges, attorney’s fees, and other expenses of every nature and character by reason of (i) your use of the Service; (ii) your breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement; and (iii) any acts or omissions by you or on your behalf with respect to any User Submissions posted by you and/or any third party.
13.Limitation of Liability; Exclusion of Damages
CWHQ WILL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, ANY VIRUSES AFFECTING THE SERVICE, THE USE OR INABILITY TO USE THE SERVICE, THE RESULTS GENERATED FROM THE USE OF THIS SERVICE, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS, HOWEVER, CHARACTERIZED, AND/OR FROM ANY OTHER CAUSE WHATSOEVER.
CWHQ is not liable for any lost data resulting from the use of the Service and/or the enforcement of this Agreement. CWHQ disclaims any and all liability for the acts, omissions, and conduct of any users on the Service or otherwise related to your use of the Service. CWHQ is not responsible for the products, services, actions or failure to act of any other third party in connection with the Service.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CWHQ’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE AMOUNT YOU PAID TO
CWHQ, IF ANY, IN THE SIX (6) MONTHS PRIOR TO THE EVENTS GIVING RISE TO YOUR CLAIM.
If you have a dispute with one or more users of the Service, you release CWHQ (and its officers, directors, agents, employees, and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
If you believe that your work has been copied and posted through the Service in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:
A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
a description of the copyrighted work that you claim has been infringed;
identification of the allegedly infringing material and where that material is located on the Service;
your name, address, telephone number, and email address;
a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a signed statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
16.Information About You