MyWay
Beta Terms of Use Agreement
The
current version of this contract was first posted on February 13,
2009.
The
following Terms of Use (and the
Privacy
Policy which is hereby
incorporated by reference) form a legally binding contract between
you (‘member’) and MyWay Interactive, Inc. (‘MyWay’).
MyWay is the owner and operator of a collaborative online business
contact management and information exchange, including related
services and systems (collectively the ‘System’). You
desire to have authorized access to the system. MyWay authorizes
access to its system subject to the following terms and conditions of
use (‘Terms’). Your access to or use of the system is
explicitly conditioned upon your compliance with the Terms and MyWay
does not give you permission to use the System except pursuant to
these terms. This agreement is void where prohibited.
In
consideration for the mutual promises contained herein, you and MyWay
accept and agree to the following terms:
Section 1
- Age and Capacity
Only
registered members who are age 18 or older may access the System. By
registering for an account, you certify that you are at least 18
years old, yo have the legal capacity to form a binding contract and
are not a person barred from accessing the System under the laws of
any applicable jurisdiction.
Section 2
- Registration
You are
required to complete a registration process. You certify, represent
and warrant that the information you provide is true, accurate,
complete, current, and that it belongs to you. You shall keep your
information complete and up-to-date at all times. Failure to maintain
your registration information may cause your access to the System to
be interrupted, suspended or terminated. You are responsible for
monitoring your account, changing your password periodically and
notifying MyWay immediately of any unauthorized use or breach of
security of your password. You agree that you will be responsible
for any and all uses of your account.
2.1 Screen
Name
You must
select a unique screen name as your public identity on the System.
Your screen name identifies you to other members. To protect your
privacy, you should choose a screen name that does not reveal your
identity.
3.
Consent
Your
contacts are not automatically entered into the System’s
business contact database. You may choose to upload contacts.
Section 4
- License & Use
Subject to
the terms and conditions of this Agreement, MyWay hereby grants you
an individual, personal, limited, restricted, non-exclusive,
non-transferable, non-sub licensable, revocable, and terminable
license to access the Services. Your license is limited to one
authorized user per account.
You
certify, represent, warrant and agree that you shall use the System
and all information made available through the System for legal and
legitimate business purposes and in a manner that complies with all
applicable local, state, national and international laws, regulations
or conventions at all times.
Section 5
- Intellectual Property and Proprietary Rights
The System
and the information made available through the System are subject to
copyright, trademark, intellectual property, trade secret and other
proprietary rights and their use by you beyond the terms of this
contract is strictly prohibited without prior express written
authorization. All rights are reserved.
You shall
not copy, reproduce, duplicate, publish, display, transmit,
distribute, give, sell, trade, resell, market, offer for sale,
distribute, modify, create derivative works or otherwise exploit for
valuable consideration any information made available to you through
the System without the express written consent of MyWay.
Section 6
- Cancellation
You may
cancel your account at any time and for any reason.
Section 7
- Termination
MyWay may
suspend or terminate your account at any time, for any reason and
without prior notice. Suspected System misuse will result in your
immediate termination. You will no longer have access to the System.
Section 8
- Code of Conduct
This
section sets forth the MyWay Code of Conduct (‘Code’).
All members and visitors MUST fully comply with this Code at all
times. You certify, represent and warrant that you will not violate
this Code.
8.1
Inputting, importing and uploading Information
You shall
not enter illegal or improper information (as determined in MyWay’s
sole discretion) into the System, including, without limitation, the
following:
• any
information that is false, inaccurate, incorrect, incomplete,
inexact, outdated or otherwise wrong;
• any
information subject to confidentiality, non-disclosure,
non-competition, trade secret or proprietary rights, limitations or
restrictions;
• any
information that infringes the copyrights or intellectual property
rights of others;
• any
home, mobile or cellular telephone numbers;
• any
information that is sexually explicit, profane, pornographic,
immoral, obscene, vulgar, offensive, violent, dangerous, harmful,
threatening, abusive, harassing, hateful, discriminatory or racially,
ethnically or otherwise objectionable;
• any
information that is defamatory, libelous or invasive of privacy or
publicity rights of others;
• any
information that is actionable or may subject MyWay to legal action
or liability of any kind;
• any
information that violates any applicable local, state, national or
international law, regulation, or convention.
8.2 Use of
the System
MyWay has
no actual control over your use of information outside the System.
You shall not use the System or information made available through
the System for any purposes or in any manner that is illegal or
improper, including, without limitation, the following:
• for
any purpose, activity or in any manner that is criminal, illegal or
actionable;
• in
violation of any local, state, national or international laws,
regulations or conventions;
• to
illegally ‘spam’ anyone or to sell, give, make available
or otherwise distribute information to a spammer or for the purpose
of spamming;
• for
unethical marketing activities;
• to
associate, attribute, collect, store, distribute or otherwise process
any non-business information related to anyone;
• to
communicate with anyone using language or in any manner that is
sexually explicit, profane, pornographic, immoral, obscene, vulgar,
offensive, violent, dangerous, harmful, threatening, abusive,
harassing, hateful, discriminatory, or racially, ethnically or
otherwise objectionable.
8.3 Acts
against the System
You shall
not attempt to or engage in potentially harmful acts that are
directed against the System including, without limitation, the
following:
• causing,
allowing or assisting any other person to use your account or
impersonate you;
• forging
screen names, manipulating identifiers or otherwise impersonating any
other person for any reason;
• emulating
or faking usage of the System;
• falsely
stating or otherwise misrepresenting your affiliation with any person
or entity;
• introducing
viruses, worms, software, Trojan horses or other similar harmful code
into the System;
• causing,
allowing or assisting machines, bots or automated services to access
or use the System without the express written permission of MyWay;
• tampering
with the operation, functionality or the security of the System;
• attempting
to override or circumvent any security or usage rules embedded into
the System that permit digital materials to be protected;
• misusing,
tricking, disrupting or otherwise interfering with the System.
8.4
Suspected Misuse and Penalties
MyWay
shall be the sole and final arbiter of suspected Code violations,
misuse and penalty. Suspected violations may result in penalties for
misuse including, without limitation, one or more of the following:
• Suspension;
• Termination;
• Legal
action.
MyWay
reserves the right to seek civil, criminal or injunctive relief, at
its sole discretion and without obligation, to enforce this code.
Section 9
- Legal Notices
9.1
Interruption and Errors
MyWay does
not guarantee that the System will be uninterrupted or error-free.
MyWay may modify, amend, adapt, supplement, suspend, discontinue,
terminate or make other similar changes, temporarily or permanently,
to the System, or any portion thereof, at its discretion, with or
without notice.
The System
may be interrupted, delayed or unavailable for your access from time
to time for reasons beyond MyWay’s control including, but not
limited to, the following: routine data compilation, service and
maintenance; attacks, interference or interruption by the acts of
third parties; earthquake, flood, fire, storm or other natural
disaster; war, terrorism, armed conflict; labor strike, lockout or
boycott; power failure or blackout; or other unforeseen or
unavoidable events. MyWay shall not be liable to you or to any third
party for routine, unforeseen or unavoidable interruption, delay or
unavailability of the System.
9.2
Securing Member Information
MyWay does
not guarantee the security of information and shall not be
responsible for infiltration, or information loss, provided that
commercially reasonable practices have been used.
9.3
Reliance and Assumption of Risk
Use of the
System is at your sole discretion and risk. You agree that you have
independently evaluated the desirability of using the System. You are
not relying on any representation, guarantee, or statement other than
this contract. You shall not rely on the accuracy, completeness,
usefulness or legality of the System or any information made
available through the System at any time. You shall bear all risks of
and are solely responsible for your use of the System and all
information made available to you through the System. MyWay does not
guarantee the accuracy of the data entered on a users profile even if
‘validated’. The trading preference profile, ‘do
not trade with these companies’ is not warranted to be
accurate. Contact data provided via ‘trade’ is not
warranted to be accurate.
9.4
Disclaimer of Warranties
MYWAY
MAKES NO REPRESENTATION, GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED,
RELATED TO THE SYSTEM, THE INFORMATION MADE AVAILABLE THROUGH THE
SYSTEM OR THEIR RESPECTIVE USES. THE SYSTEM AND THE INFORMATION MADE
AVAILABLE THROUGH THE SYSTEM MAY CONTAIN ERRORS AND/OR BUGS AND MAY
PRODUCE UNEXPECTED RESULTS. THE SYSTEM AND THE INFORMATION MADE
AVAILABLE THROUGH THE SYSTEM ARE PROVIDED ‘AS IS.’
ANY AND
ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT
SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. APPLICABLE LAW MAY
NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU.
9.5
Limitation of Liability
YOU
EXPRESSLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT MYWAY SHALL NOT BE
LIABLE FOR ANY GENERAL, SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL,
EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF PROFITS, GOODWILL, USE, DATA, INFORMATION, BUSINESS
INTERRUPTION OR OTHER INTANGIBLE LOSSES) WHATSOEVER ARISING OUT OF
THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SYSTEM, INCLUDING
THE CONDUCT OF ANY THIRD PARTY, HOWEVER CAUSED, ON ANY THEORY OF
LIABILITY, AND WHETHER OR NOT MYWAY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. MYWAY SHALL NOT BE LIABLE FOR THE
ACCURACY OF ANY DATA IN THE SYSTEM OR ANY CONTACT DATA ACQUIRED BY
TRADES. MYWAY SHALL NOT BE LIABLE FOR THE BLOCKING OF ANY TRADES
BASED ON INFORMATION CONTAINED IN A USERS PROFILE. THESE LIMITATIONS
SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY. APPLICABLE LAW MAY NOT ALLOW LIMITATION OF LIABILITY
FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL THE DIRECT DAMAGES AVAILABLE TO YOU UNDER THIS
CONTRACT EXCEED $100 OR THE AMOUNT PAID BY YOU TO MYWAY IN THE
PREVIOUS SIX MONTHS, WHICHEVER IS LESS.
9.6
Indemnification
You agree
to indemnify, defend, and hold MyWay harmless against any loss,
damage, cost, allegation, liability, expense, claim or demand,
including court costs and reasonable fees for attorneys or other
professionals, made by any third party resulting from your use of the
system or information made available through the system.
9.7 Legal
Inquiries and Requests
In
response to a verified request by law enforcement or other government
officials relating to a criminal investigation or alleged illegal
activity, you agree and authorize MyWay to disclose information about
you without a subpoena.
MyWay, at
its sole discretion, may assist third parties to protect their rights
in the event that illegal or improper information is entered into or
made available through the system or information made available
through the system is used for illegal or improper purposes. MyWay
may disclose information about you as required by law or to comply
with legal process, to report suspected illegal activities or to
protect the rights, property or interests of MyWay. MyWay reserves
the right and discretion, without obligation, to enforce this
contract by any appropriate legal means available.
9.8 Choice
of Law, Jurisdiction, Forum and Remedies
This
contract shall be governed by California law, regardless of the
choice of law rules of any jurisdiction.
9.9
Changes to this Agreement
MyWay may
change this contract at any time. Changes to this contract will be
prominently posted to the System. The most current version of the
Terms of Use will supersede all previous versions. Changes shall take
effect, unless otherwise indicated, thirty (30) after posting. If
you do not agree with any changes, you have the option of canceling
your account prior to the changes taking effect. Your use of the
system or continued use of the system after changes take effect means
that you agree to be bound by such changes.
Section 10
- Miscellaneous Terms
10.1 Third
Party Links
Our System
contains links to other sites. MyWay does not control or endorse
those sites by linking to them. You are solely responsible for your
use of those sites.
10.3 No
Third Party Beneficiary
This
contract is only for the benefit of you and MyWay. No third party has
any right, claim or interest under this contract as a third party
beneficiary.
10.4
Assignment
You may
not assign or transfer your rights or obligations under this
contract.
10.5
Waiver
Delay or
failure to enforce any terms of this contract is not a waiver of such
terms.
10.6
Entire Contract
These
terms, together with all applicable Plan Details, form the entire
agreement between you and MyWay and supersede all related
communications and prevail over any other provisions relating to its
subject matter.
10.7
Severability of Terms
If any
terms of this contract are found to be unenforceable, all remaining
terms shall continue in full force and effect as allowed by law.
10.8
Headings
Headings
are used for convenience and are not to be used for meaning or
intent.
10.9
Correspondence and Notices
All
notices required by this agreement may be sent by email to
admin@mywayinteractive.com or by registered mail to:
MyWay
Interactive
440 N
Wolfe
Sunnyvale,
CA 94085
Notices
are effective upon receipt.
I HAVE
READ THIS CONTRACT. I UNDERSTAND, ACKNOWLEDGE AND ACCEPT ITS TERMS. I
CONSENT AND AGREE TO BE HELD TO THESE TERMS.