Last updated: Jan 1, 2015
We reserve the right to update or modify this Agreement at any time and from time to time. When we make changes to this Agreement, we will revise the “last updated” date at the top of this Agreement. We encourage you to periodically review this Agreement. Your continued use of the site after any changes or revisions to this Agreement shall indicate your agreement with the terms of this Agreement.
The site is intended to be used only by users who are residents of the United States. Users who access the site from outside the United States do so at their own initiative and risk and are responsible for compliance with all applicable laws.
Intellectual Property Rights
You acknowledge that the site and all content are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that the site and all content are and shall remain the property of Allay or its licensors. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the site or any content. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on the site or any content, in whole or in part.
If you believe the site contains content that infringes your copyright, please provide the following information to Allay’s Copyright Agent, as identified below: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the site; (iv) your address, telephone number and email address; (v) 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 (vi) 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.
Allay can be contacted at: email@example.com
By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information“) to Allay through the site, 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 any Unsolicited Information through the site. 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 the site for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting Allay 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.
Links to Other Web sites
The site may periodically provide links to third party websites (“third-party sites“). This Agreement governs only the site and not any third party sites. Allay’s decision to link to a third-party site is not an endorsement of the content or services in that linked third party site. If you decide to access linked third-party sites, you do so at your own risk. You should direct any concerns regarding any third-party sites to the administrator of the applicable third-party site. We prohibit the use of any links to the site from any other websites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of the site with any other website.
Disclaimers and Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND ALL CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF ALLAY, ITS AFFILIATES, SUBSIDIARIES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “ALLAY PARTIES“) GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF THE SITE OR ANY CONTENT. NONE OF THE ALLAY PARTIES WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SITE, ITS SERVER OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU. NONE OF THE ALLAY PARTIES MAKE ANY, AND EACH HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE AND ALL CONTENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THE SITE. You agree that you are responsible for the means you use to access the site and all costs associated therewith. You understand that we are not responsible for the performance of your hardware, software, the Internet, your Internet service provider, or other third parties involved in connecting you to the site. You expressly absolve and release the Allay Parties from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist activities or governmental restrictions.
UNDER NO CIRCUMSTANCES WILL ANY OF THE ALLAY PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON THE SITE OR ANY CONTENT. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE AND ALL CONTENT. IN NO EVENT SHALL ANY OF THE ALLAY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SITE OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. IN THE EVENT ANY JURISDICTION DOES NOT ALLOW ANY EXCLUSION OR LIMITATION OF LIABILITY SET FORTH HEREIN, IN SUCH JURISDICTION, THE LIABILITY OF THE ALLAY PARTIES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold the Allay Parties harmless from and against any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the site or the content, or from breach by you of any of the terms of this Agreement.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the site, 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 at any time without prior notice or liability.
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. The sections of this Agreement entitled Intellectual Property Rights, Disclaimer and Limitation of Liability, Indemnification and Miscellaneous shall survive the termination of this Agreement. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of this Agreement. You may not assign this Agreement. No waiver shall be effective unless in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Except for proceedings commenced by us to protect our 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 shall be resolved exclusively by state or federal courts located in the State of California. This Agreement contains the entire agreement of the parties concerning the subject matter hereof and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. 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. You are prohibited from any use of the site that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation. All rights not expressly granted herein are reserved by us. By assenting to this Agreement, you agree that a printed version of this Agreement shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.