Last Updated: 12/9/2013
(a) Spongecell Content. The Site contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Spongecell (collectively, the “Spongecell Content”). The Spongecell Content may be owned by us or our licensors, and is protected under both United States and foreign laws. The Spongecell Content includes the trademarks, service marks, and logos of Spongecell used and displayed on the Site and in connection with the Services, which are registered or unregistered trademarks or service marks of Spongecell. Spongecell hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the Spongecell Content solely for your personal use in connection with using the Site and the Services. Except as otherwise provided in this Agreement, you have no rights in or to the Spongecell Content, and you must not (i) use the Spongecell Content except as permitted under this Agreement; (ii) use our trademarks except with our permission for each use; (iii) remove any copyright or other proprietary notices contained in the original Spongecell Content on any copy you make of the Spongecell Content; (iv) sell, transfer, assign, license, sublicense, or modify the Spongecell Content or use the Spongecell Content for any public or commercial purpose; or (v) use or post the Spongecell Content on any other website or in a networked computer environment.
(b) User Content. Spongecell does not claim any ownership rights in the images, graphics, text, data, hyperlinks and other material supplied by you to us in connection with the Services (collectively, “User Content”). By providing any User Content, you hereby grant us an irrevocable, non-exclusive, worldwide, fully-paid and royalty-free, sublicensable, transferable license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such User Content, along with the right to excerpt, analyze, index, and create derivative works from such User Content solely in connection with provision of the Services. You represent and warrant that: (i) you own the User Content or otherwise have the right to grant the license set forth in this section, and (ii) the posting and use of your User Content does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person. You agree that we may remove User Content that is offensive or otherwise unacceptable to us in our sole discretion.
By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.
YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL SPONGECELL CONTENT, IS PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NONE OF SPONGECELL, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (EACH A “SPONGECELL PARTY” AND COLLECTIVELY, THE “SPONGECELL PARTIES”) WARRANT THAT THE SITE, THE SERVICES, OR ANY SPONGECELL CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE SPONGECELL PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITE OR THE SERVICE.
IN NO EVENT SHALL ANY SPONGECELL PARTY BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, EVEN IF SUCH SPONGECELL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL ANY SPONGECELL PARTY’S LIABILITY FOR DIRECT DAMAGES ARISING UNDER THIS AGREEMENT OR RELATING HERETO, EXCEED, THE TOTAL FEES PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS ANY SPONGECELL PARTY’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE, THE SERVICES OR THE SPONGECELL CONTENT IS TO STOP USING THE SITE, THE SERVICES AND THE SPONGECELL CONTENT.
You agree to defend, indemnify, and hold the Spongecell Parties harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of any of your obligations, representations or warranties contained herein; (ii) your access to, use, or misuse of the Site, the Services, or the Spongecell Content; (iii) any User Content; or (iv) your violation of any third-party right, including without limitation any intellectual property or privacy right.
The Site and the Services are based in, and operated from, the United States, and we make no claims concerning whether the Site, the Services, or any Spongecell Content are appropriate for use outside of the United States. If you access the Site, the Services, or any Spongecell Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
We may terminate this Agreement and your access to all or any part of the Site and/or the Services at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site and/or the Services at any time without prior notice or liability. Upon termination for any reason, your right to access and/or use the Site and/or the Services will immediately cease.
If you believe any Spongecell Content infringes your copyright, please contact our Copyright Agent, as detailed below, with the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed; A description of where the material that you claim is infringing is located on the Site; Your address, telephone number and email address; A 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; and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.
In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. This section, the subsection entitled Spongecell Content and the sections entitled Indemnification and Disclaimer and Limitation of Liability shall survive the termination of this Agreement. You may not assign this Agreement. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement and any other agreements between the parties entered into through the Site shall be governed by and construed in accordance with the laws of the State of New York. Except for proceedings commenced by Spongecell to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder, or relating hereto, shall be resolved exclusively by state or federal courts located in the State of New York. You shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the operation and use of the Site or the Services.
Questions or comments regarding the Site or the Services, including any reports of non-functioning links, should be submitted using our email address firstname.lastname@example.org. , or via U.S. mail to 261 Madison Avenue, 12th Floor New York, NY 10016.
Spongecell’s Copyright Agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
Lowenstein Sandler LLP
65 Livingston Avenue
Roseland, NJ 07068
By phone: (973) 597-2500
By fax: (973) 597-2400
By email: email@example.com