TERMS OF USE
Positive Motions, Inc. ("we", "us", or
"PMI") provides access and use of this web site
group, comprising of various web sites and web pages owned
and/or controlled and operated by PMI (collectively, the “Sites”),
subject to your agreement to all terms, conditions, and notices
contained or referred to herein (the "Terms"). Please
read these Terms carefully before accessing or using the Site.
By accessing or using the Site, you agree to be bound by these
Terms. If you do not agree to these Terms, please do not use
this Site. The Terms, as well as the Site (and information
contained within the Site) may be updated or revised from
time to time without notice to you. You agree to periodically
review these Terms, and your continued access to, or use of,
the Site shall constitute your acceptance of such updates
and/or revisions.
USER ACCOUNT, PASSWORD, AND SECURITY
If a particular Site, or any product or service offered through
the Sites requires you to open an account, you must complete
the registration process by providing us with current, complete
and accurate information as prompted by the applicable registration
form. You then will choose a password and a user name. You
are entirely responsible for maintaining the confidentiality
of your password and account. Furthermore, you are entirely
responsible for any and all activities that occur under your
account. You agree to notify PMI immediately of any unauthorized
use of your account or any other breach of security. PMI will
not be liable for any loss that you may incur as a result
of someone else using your password or account, either with
or without your knowledge. However, you could be held liable
for losses incurred by PMI or another party due to someone
else using your account or password. You may not use anyone
else's account at any time, without the permission of the
account holder.
THIRD PARTY CONTENT
Third parties may provide certain information, materials,
products, services, data, text, software, graphics, sound,
photographs, video, messages, etc. (collectively "Content")
on the Site. Although we believe that such Content comes from
trustworthy sources, we do not sponsor, endorse, recommend,
or license any such third-party Content. You should directly
contact the third parties and/or their references for the
most accurate information.
SITE CONDUCT
You agree to abide by the following rules:
- you may not upload, post, transmit, or
otherwise distribute or facilitate distribution of Content
that:
- is unlawful, harassing, libelous, defamatory, obscene,
fraudulent, harmful, threatening, abusive, hateful, that
violates the property rights of others (including without
limitation infringing use of a copyright, patent, trademark,
or trade secret), that violates the privacy or publicity
right of others, that contains graphic descriptions or accounts
of sexual acts (including but not limited to sexual language
of a violent or threatening nature) or is otherwise objectionable
in our sole discretion;
- victimizes, harasses, degrades, or intimidates an individual
or group of individuals on the basis of religion, gender,
sexual orientation, race, ethnicity, age, or disability;
- constitutes advertising, junk or bulk e-mail (also known
as "Spamming") chain letters, any other form of
unauthorized solicitation, or any form of lottery or gambling;
or
- contains software viruses or any other computer code,
files, or programs that are designed or intended to disrupt,
damage, or limit the functioning of any software, hardware,
or telecommunications equipment or to damage or obtain unauthorized
access to data or other information of any third party.
- you may not interfere with other users'
use of the Site;
- you may not use the Site to conduct any
activity that is illegal or that violates the rights of
others;
- you may not use the Site to advertise
or sell products or services to others;
- you may not impersonate any person or
entity, or falsely state or otherwise misrepresent your
affiliation with a person or entity;
- you may not post or transmit Content
that you do not have a right to transmit under any law or
under contractual or fiduciary relationships (such as inside
information, confidential information, etc.);
- you may not post Content to the Site
unless the Content is freely owned by you or used with the
permission of all other persons with any rights in the Content;
and
- you may not use the Site to collect or
store personal data about other users.
REMOVAL OF CONTENT
We do not pre-review, monitor, or edit Content posted to the
Site by any third party. We are not responsible for the accuracy
of any Content on the Site. If you believe that any Content
posted on the Site is infringing, defamatory, or otherwise
violates the Terms, please contact us immediately. We reserve
the right in our sole discretion to delete any Content submitted
to or appearing on the Site, however, we are not responsible
for any failure or delay in removing such Content.
SUBMISSION OF CONTENT
If you submit Content to the Site without a separate agreement
with PMI for submission of such Content, you grant to us,
or warrant that the owner of such Content has expressly granted
to us, a worldwide, royalty-free, perpetual, irrevocable,
transferable, non-exclusive and fully sub-licensable right
and license to use, reproduce, modify, adapt, publish, translate,
create derivative works from, distribute, perform and display
such Content (in whole or part) and to incorporate such Content
in other works in any form, media, or technology now known
or later developed.
INTERNET LINKS
The Site may provide, or third parties may provide, links
to other Internet sites. We do not endorse, and are not responsible
for, any such sites or the information, material, products
or services contained on or accessible through those sites.
You acknowledge that we 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 your use of, or reliance
upon, any such information, material, products, or services.
DISCLAIMER OF WARRANTIES
ALL CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE"
FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT THE CONTENT
IS ACCURATE, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE,
OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR
TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED;
THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
THAT THE SITE WILL MEET YOUR REQUIREMENTS OR THAT THE RESULTS
THAT MAY BE OBTAINED FROM THE SITE WILL BE SATISFACTORY; OR
THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR
OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE
WILL MEET YOUR EXPECTATIONS. YOUR USE OF THIS SITE IS SOLELY
AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE
EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT
APPLY TO YOU.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL WE OR OUR AFFILIATES, DIRECTORS,
OFFICERS, AGENTS, EMPLOYEES, OR THIRD-PARTY PARTNERS BE LIABLE
FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY
TO USE, THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED
LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY,
OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
WE CANNOT GUARANTEE, AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGE
OR LOSS RELATED TO, THE TIMELINESS, ACCURACY, OR COMPLETENESS
OF THE CONTENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,
OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE
EXTENT PERMITTED BY LAW.
INDEMNIFICATION
You agree to indemnify, defend and hold harmless us, our affiliates,
directors, officers, agents, employees, third-party partners
and suppliers from any liability, loss, claim, demand, and
expense (including reasonable attorneys' fees) related to
(a) your use of the Site; (b) your violation of these Terms;
or (c) your posting of Content to the Site. We reserve the
right, at our own expense, to assume the exclusive defense
and control of any matter otherwise subject to indemnification
by you, in which you will cooperate with us to the fullest
possible extent.
MODIFICATION TO SITE
We reserve the right to, from time to time, discontinue or
modify, temporarily or permanently, the information, services,
products, and/or other Content on the Site with or without
notice.
USAGE AND STORAGE OF CONTENT ON THE SITE
We may establish general practices and limits concerning the
use of the Site, including without limitation, the maximum
number of days that Content will be available on, or retained
by, the Site. We, in our sole discretion, reserve the right
to change these general practices and limits at any time.
OWNERSHIP OF CONTENT
All information and Content on the Site, as well as the organization
and layout of the site, other than Content posted by you,
is owned and copyrighted by us, our suppliers, or other Site
users. This Site is protected by the copyright laws of the
United States of America, 17 U.S.C. Sections 101 et seq. and
the laws of other jurisdictions as applicable. This Site is
a demonstration area made available to you only as a result
of the execution of a non-disclosure agreement and/or a confidentiality
agreement with us. This site contains material, content and
ideas regarded as confidential, held as trade secrets, and/or
protected by pending status and shall be collectively treated
as confidential. Except as expressly authorized by us, you
may not copy, distribute, resell, display, sublicense or create
derivative works based on any such information or Content
from the Site, in whole or in part.
INTELLECTUAL PROPERTY
The Sites, including, without limitation, all communication
features, contain copyrighted material, trademarks and other
proprietary information including, without limitation, text,
software, photographs, video, graphics, music and sound, and
the entire contents of the Sites and each area contained therein
are the property of PMI and/or third-party content providers.
PMI owns a copyright in the selection, coordination, arrangement
and enhancement of such content. You may not modify, publish,
transmit, participate in the transfer or sale, create derivative
works, or in any way exploit, any of the content contained
on the Sites (including, without limitation, content that
PMI enables you to download) without the express written permission
of PMI and the copyright owner. In the event of any permitted
copying, redistribution or publication of copyrighted material,
no changes in or deletion of author attribution, trademark,
legend or copyright notice shall be made. The downloading
of copyrighted material from the Sites is allowed by you only
for your own use. You acknowledge that the PMI and/or third-party
content providers remain the owners of all materials posted
on the Sites, and that you do not acquire any of those ownership
rights by downloading copyrighted materials.
SUBMISSIONS
PMI is pleased to hear from their customers and welcomes their
comments regarding PMI's services and the Sites. Unfortunately,
however, PMI’s company policy does not allow us to accept
or consider creative ideas, suggestions or materials other
than those we have specifically requested. We hope you will
understand that it is the intent of this policy to avoid the
possibility of future misunderstandings when projects developed
by PMI's professional staff might seem to others to be similar
to their own creative work. Accordingly, we must, regretfully,
ask that you do not send us any original creative materials
such as application ideas or original artwork. While we do
value your feedback on our services and products, we request
that you be specific in your comments on those services and
products, and not submit any creative ideas, suggestions or
materials.
If at our request you send certain specific
submissions (e.g., Communications, including, postings and
creative submissions) or, despite our request that you not
send us any other creative materials, you send us creative
suggestions, ideas, notes, drawings, concepts or other information
(collectively, the "Submissions"), the Submissions
shall be deemed, and shall remain, the property of PMI. None
of the Submissions shall be subject to any obligation of confidence
on the part of PMI, and PMI shall not be liable for any use
or disclosure of any Submissions. Without limitation of the
foregoing, PMI shall exclusively own all now known or hereafter
existing rights to the Submissions of every kind and nature,
in perpetuity, throughout the universe and shall be entitled
to unrestricted use of the Submissions for any purpose whatsoever,
commercial or otherwise, without compensation to the provider
of the Submissions. You waive any and all moral rights in
any such Submissions as well as any claim to a right of credit
or approval.
TRADEMARK NOTICE
Portable Words, Lingo 2 Go, Mobile Prep, Positive Motion and/or
other products referenced herein are either trademarks or
registered trademarks of PMI and may not be used in any way
except as specifically permitted in accordance with the terms
of , or pursuant to PMI’s express written consent. In
addition, the names, trade names, trademarks and service marks
of third parties may appear on this Site from time to time.
All such names, trade names, trademarks, and service marks
are proprietary to their respective owners and may be used
only with the express written permission of their respective
owners.
TERMINATION
We may, in our sole discretion, with or without notice, suspend
or terminate your use of this Site, and remove and discard
any Content on the Site, for any reason (including, without
limitation, for a violation of the Terms). We may also bar
you from any future access to the Site. We will not be liable
to you for any such suspension, termination or prohibition
on future access. Should you object to any subsequent modifications
of the terms and conditions of these Terms, your sole recourse
will be to immediately notify us of your termination of these
Terms, which termination will be effective immediately. To
the extent permitted by applicable law, the terms and conditions
of these Terms will survive any termination of these Terms.
NOTICES
Any notices to you by us may be made by either e-mail or regular
mail.
GENERAL PROVISIONS
These Terms constitute the entire agreement between you and
us and govern your use of the Site, superceding any prior
agreements between you and us regarding the Site (including,
but not limited to, any prior versions of these Terms). These
Terms and the resolution of any dispute related to these Terms
or the Site shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect
to any principles of conflicts of law of that or any other
jurisdiction. Our failure to insist upon strict enforcement
of any provision of these Terms shall not be construed as
a waiver of any provision or right. If any provision of these
Terms is held to be invalid or unenforceable, the remaining
provisions of these Terms will be enforced in accordance with
their terms. The section headings in these Terms are for convenience
only and have no legal or contractual effect. Regardless of
any statute or law to the contrary, you hereby waive your
right to bring any claim against us more than one year after
such claim first arose.
CONSENT TO JURISDICTION AND VENUE
You hereby agree that the exclusive jurisdiction and venue
for any claim or action arising out of or relating to these
Terms or your use of the Site shall be the state or federal
courts located in New York County, New York, and you further
agree to the exercise of personal jurisdiction of such courts
for the purpose of litigating any such claim or action. |
