Welcome to IAT INTERACTIVE, LLC d/b/a It's about Time ("IAT").
Please read these Terms and Conditions of Use before using our website, or submitting content in any form or medium for publication on our website. By accessing, viewing, downloading, submitting content for publication on our website, continuing to use, or otherwise using content, media, or any other products or services, including the underlying proprietary code and technology, owned and/or operated by IAT or its affiliates, subsidiaries, related corporate entities, and authorized partners ("IAT" or "we", "us" or "our") (collectively, the "IAT Products"), You acknowledge that You have read, understood, and agree to be bound by the Terms and Conditions of Use described below, and that your use of the IAT Products is at all times subject to these Terms and Conditions of Use. We reserve the right to change, modify, add, and/or remove portions of these Terms and Conditions of Use at any time, and You agree to be bound by any such changes. Unless explicitly stated otherwise, any new features and/or functionality that enhance our website shall be subject to these Terms and Conditions of Use. The most current version of these Terms and Conditions of Use can be viewed at any time on our website at: http://www.iat.com (the "IAT Website").
These Terms and Conditions of Use and any future modifications to such Terms and Conditions of Use (the "Agreement"), govern your use of the IAT Products and constitute a legal contract between you ("You") and IAT.
If You do not agree with the provisions of this Agreement, please immediately discontinue using the IAT Products. Please check the Agreement periodically for changes. Your continued use of the IAT Products after the posting of changes will mean You agree to abide by those changes. Please note that additional and/or different terms and conditions of use may apply to services provided through one or more business associates of IAT, and You should refer to those before using such services.
Notwithstanding anything else stated in this Agreement, in the event of any conflict between the terms of this Agreement and any Sales Agreements and/or Purchase Orders entered into between You and IAT (collectively, the "Contracts"), the terms of the Contracts shall govern, control and prevail.
1. IAT's Rights and Licenses.
IAT publishes math and science curricula and develops research-based math and science programs and curricula for students.
(a) IAT Ownership and Intellectual Property Rights. The IAT Website and IAT Products are owned and operated by IAT, IAT's partners, subsidiaries, affiliates and/or IAT's licensees. The contents of the IAT Website and IAT Products are protected by United States copyright and trademark law, international conventions and other applicable laws. The IAT Website, including all digital books, journals, reference works, manuals, articles, blogs, and content of any nature including but not limited to text, photographs, graphics, images, audio and video content, data or software, downloadable material, contained on the IAT Website and IAT Products (collectively, the "Materials"), are the copyrighted property of IAT, its subsidiaries, affiliates and/or third-party licensors and are offered to You by IAT for limited use pursuant to this Agreement. The Materials are owned and/or controlled by us and are protected by copyright as a collective work or compilation under the copyright laws of the United States and other countries, and we, subject to the rights of our licensors and licensees under applicable agreements, understandings and arrangements, have all rights therein. All trademarks, service marks, trade names, logos, images, and other distinctive branding features on the Materials (collectively, the "IAT Marks"), are the property of IAT, its subsidiaries, affiliates and/or third-party licensors.
Nothing contained in this Agreement shall be construed as conferring and/or granting any license and/or right to use any IAT Marks, Materials, copyrights, and/or other intellectual property of IAT, its subsidiaries, affiliates and/or third-party licensors.
You hereby agree that, as between You and IAT, IAT owns all right, title and interest, including, all intellectual property rights, in and to the IAT Website, IAT Products, Materials, and IAT Marks. You acknowledge that You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in this Agreement. Any rights not expressly granted herein are reserved to IAT. You agree to abide by all copyright notices, information, and/or restrictions contained on or in any part of the Materials. You may not alter, delete, and/or conceal any copyright, trademark, patent, and/or other notices contained on or in any of the Materials.
(b) Changes to IAT Products. IAT reserves the right at any time and from time to time to modify, suspend, and/or discontinue providing any of the IAT Products, any part thereof, and/or the IAT Website, including adding new features to the IAT Products, with or without notice to You. IAT shall not be liable to You or to any third party for any modification, suspension and/or discontinuance of any portion of the IAT Products or any of the IAT Products as a whole.
(c) User Generated Content. By posting or submitting content on or to the IAT Website, regardless of the form or medium with respect to such content, whether text, videos, photographs, audio or otherwise ("Your Content"), You hereby g ran t IAT, IAT's partners, subsidiaries, affiliates, partners, licensees, agents, and third party contractors, a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licenseable and transferable right and license to (i) use, reproduce, create derivative works of, distribute, publish, publicly perform and publicly display Your Content on the IAT Website, IAT Products, Materials, and IAT's affiliated publications, either in the formsubmitted and/or in the form of a derivative or adapted work (a) for the sole purpose of operating and making Your Content available on the IAT Website, IAT Products, Materials, affiliated publications and in all current and future media in which the IAT Products may now or hereafter be distributed and/or transmitted, and/or (b) for our internal business purposes, and (ii) prepare, use, and disclose metrics regarding Your Content on an aggregated basis for advertising, marketing and business development purposes. Notwithstanding anything set forth in this Agreement, with respect to any video submissions, You understand and agree that, unless You and we agree otherwise, we may, or may permit users to, based solely on functionality provided and enabled by the IAT Website, compile, re-edit, adapt or modify your video submission, or create derivative works therefrom, either on a stand-alone basis or in combination with other video submissions, and unless You and we agree otherwise, You shall have no rights with respect thereto and we and/or our licensees shall be free to display and publish the same as so compiled, re-edited, adapted, modified or derived for any period.
You hereby agree that if Your Content is removed from the IAT Products due to a violation and/or breach of this Agreement, including in response to any DMCA copyright infringement notice and/or because Your Content contains illegal and/or otherwise objectionable images, IAT shall have the right to use and reproduce Your Content in any manner without restriction, including in response to any subpoena and/or other judicial or administrative order, to assist government enforcement agencies or as otherwise required by law and to protect the rights, property or safety of IAT, any individual, or the general public. If Your Content is lost, altered, damaged, misused, and/or otherwise irretrievable, You agree to and hereby do waive any and all liability as to IAT.
You hereby acknowledge that You are responsible for making sure that You have all rights in Your Content, including the rights necessary for You to grant the foregoing licenses to Your Content. You are solely responsible for Your Content. IAT does not guarantee any confidentiality and/or privacy with respect to any of Your Content.
You understand and agree that Your Content that is displayed on the IAT Products and/or IAT Website may continue to appear on the IAT Products and/or IAT Website, even after You have deactivated your IAT account and/or terminated this Agreement, as portions of Your Content may have been incorporated into other IAT features including but not limited to profiles, community boards, third-party social sharing sites, RSS feeds or other features.
(d) User Submissions. You shall be solely responsible for Your own submissions and the consequences of posting and/or publishing them.
IAT requests that no users of the IAT Website and/or IAT Products submit and/or send any original creative materials, including but not limited to submissions of scripts, story lines, fan fiction, characters, drawings, information, suggestions, ideas or concepts. If You send certain specific submissions, including but not limited to postings to chats, surveys, message boards, contests, or similar items 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"), such Submissions shall be deemed and shall remain the property of IAT in perpetuity. By making any Submission, You automatically grant and/or warrant that the owner of such material expressly grants IAT the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and display such material, in whole or in part, throughout the universe and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for any purpose that IAT chooses, whether internal, public, commercial, or otherwise, without any compensation, credit and/or notice to You whatsoever. In connection with each of your Submissions, You affirm, represent, and/or warrant that: (i) You own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright, proprietary rights, and/or other intellectual property rights in and to any and all such Submissions to enable inclusion and use of such Submissions in the manner contemplated by us and this Agreement, and (ii) You have the written consent, release, authorization and/or permission of each and every identifiable individual person in such Submissions to use the photograph, portrait, picture, name and likeness of each and every such identifiable individual person to enable inclusion and use of such submissions in the manner contemplated by us and this Agreement. In furtherance of the foregoing, You agree that You shall not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless You are the owner of such rights or have permission from the rightful owner to post the material and to grant us all of the rights granted herein, (ii) publish falsehoods or misrepresentations that could damage us or any third party, (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate, and (iv) post advertisements or solicitations for business. You waive all so-called "moral rights" in all Submissions. You further waive the right to make any claims against IAT relating to unsolicited Submissions, including but not limited to, unfair competition, breach of implied contract and/or breach of confidentiality.
We reserve the right to remove and/or to not publish Submissions without any notice to You.
(e) No Responsibility for Opinions Expressed by Content Contributors and Users. Opinions and other statements expressed by users and third parties on the IAT Website and/or IAT Products are theirs alone, and are not the opinion(s) of IAT. Content created by third parties is the sole responsibility of the third parties and its accuracy and completeness are not endorsed and/or guaranteed by IAT. You acknowledge that by providing You with the ability to view, download, and otherwise exploit content through the IAT Website, IAT is not undertaking any obligation or liability relating to the content. IAT and its affiliates, subsidiaries, successors, assigns, employees, agents, directors, officers, shareholders, managers and members do not undertake and/or assume any duty to monitor the IAT Website for inappropriate or unlawful content. IAT and its affiliates, subsidiaries, successors, assigns, employees, agents, directors, officers, shareholders, managers and members assume no responsibility and/or liability which may arise from the content thereof, including but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Notwithstanding the foregoing, IAT reserves the right to block, edit, restrict and/or remove communications, postings, materials and/or Messages at any time in our sole discretion.
2. Yours Rights to the IAT Products and Materials; Representations.
(a) Limited and Restricted License. During the Term of and subject to this Agreement, IAT hereby grants You a limited, non-exclusive, non-sublicenseable, non-transferable, freely revocable license to access and use the IAT Products in the manner in which their use is intended by IAT. You hereby agree and acknowledge that You shall acquire no other rights in any IAT Products unless specifically and expressly granted by IAT in writing. You agree that, as between You and IAT, all the intellectual property rights in the IAT Website, IAT Products and/or any content therein, are owned by IAT, its subsidiaries, affiliates, and/or licensors.
Unless specifically and expressly permitted by IAT in writing, You may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit and/or in any way exploit any part of the IAT Website, IAT Products and/or any content therein, except as permitted under the last sentence of this Section and except that You may make one (1) print copy for educational use only. Without limiting the generality of the foregoing, but subject to the last sentence of this Section, You may not (i) distribute any part of the IAT Website, IAT Products and/or any content therein over any network, including but not limited to, a local area network, (ii) sell and/or offer for sale any part of the IAT Website, IAT Products and/or any content therein, and (iii) use any part of the IAT Website, IAT Products and/or any content therein to construct any kind of database. You may from time to time excerpt and use materials set forth on the IAT Website consistent with the principles of "fair use."
(b) License Restrictions. Except as expressly permitted under and pursuant to this Agreement, You agree not to, nor shall You allow any third party acting on your behalf to:
(i) Rent, lease, loan, and/or sell access to the IAT Products,
(ii) Decompile and/or reverse engineer, except as otherwise permitted by applicable law, or attempt to access the source code of the software underlying the IAT Products,
(iii) Access the IAT Products to build a product using similar ideas, features, functions, interface and/or graphics as the IAT Products,
(iv) Access and/or attempt to access the IAT Products by any means other than as permitted under this Agreement,
(v) Circumvent, disable and/or otherwise interfere with any features of the IAT Website and/or IAT Products that prevent, restrict, and/or limit the copying, sharing, or other unauthorized manipulation of any IAT or third party content,
(vi) Access the IAT Website and/or IAT Products to cause a breach of security to the IAT Website and/or IAT Products and/or interfere with the proper working of the IAT Website and/or IAT Products and/or prevent others from using the same, and
(vii) Alter, delete, and/or conceal any copyright, trademark, patent, and/or other proprietary rights notices contained on or in any of the IAT Products and IAT Website.
(viii) Make use of the contents of the IAT Website and IAT Products in any manner(1) that constitutes an infringement of our rights, including but not limited to copyrights, and (2) that has not been authorized in writing in advance by IAT.
(c) Your Account. We may ask you to register and create an account in order to access, interact with, and/or otherwise use certain IAT Products and the IAT Website. You are responsible for keeping your IAT account information secure. You agree to provide IAT with current, complete and accurate information for the duration of your IAT account. IAT accounts are non-transferable. You will be solely responsible and liable for any activity that occurs under your IAT account. IAT reserves the right to log off and/or deactivate accounts for any violation of this Agreement, and for any other reason at any time within the sole discretion of IAT. You may delete your IAT account and end your use of IAT Products at any time.
(d) Interactive and Social Features. To the extent such service is available on the IAT Webste and/or IAT Products, You may post, transmit and/or submit messages ("Messages") to forums, blogs, bulletin boards, chat rooms, user commenting features or other interactive and/or social features that may be offered within, or in connection with, the IAT Webste and/or IAT Products (collectively, "Forums"). In the event that You use any such Forums, You should be aware that any personal information You post, submit, display, and/or publish on such Forums is considered publicly available information and may be read, collected, used, and/or disclosed by other users of those features, by us, and other third parties without restriction. IAT assumes no responsibility whatsoever in connection with and/or arising out of the use of such Forums to post, transmit, and/or submit Messages, and/or for the personal information You choose to post, transmit, and/or submit on such Forums and/or Messages. You hereby agree (i)to permit other users of the IAT Website and IAT Products to access, view, store and/or reproduce Messages submitted on Forums, and (ii) not to restrict and/or inhibit the use of the IAT Website and IAT Products by any other person and/or user of the IAT Website and IAT Products. You further agree that any Message posted, transmitted, and/or submitted by You shall be the property of IAT and may be used, copied, sub-licensed, adapted, transmitted, distributed, publicly performed and published, displayed and/or deleted as IAT sees fit, in IAT's sole discretion.
IAT does not endorse and has no control over the content of Messages posted, transmitted, and/or submitted by other users to Forums. IAT is not responsible for (i) reviewing Messages posted, transmitted, and/or submitted to Forums, either prior to or after Messages are posted, transmitted, and/or submitted, and (ii) monitoring Forums for inappropriate Messages. Messages posted, transmitted, and/or submitted on Forums do not reflect the opinions and/or policies of IAT. IAT makes no warranties, express and/or implied, as to the content of the Messages in the Forums and/or as to the accuracy and/or reliability of any Messages and other materials in the Forums. IAT reserves the right to (i) monitor theForums, (ii) prevent You from submitting content and Messages to Forums, and (iii) block, edit, restrict and/or remove Messages for any reason at any time.
(e) Your Interactions with Other Users.
Your interactions with other users and third parties, and any terms, conditions, warranties and/or representations associated with such dealings, are solely between You and such other user and/or third party. In the event that there is a dispute between You and any other user and/or third party, IAT is under no obligation to become involved.
You hereby release IAT, its affiliates, subsidiaries, and their respective officers, directors, managers, shareholders, members, employees, agents and/or successors from any claims, demands and damages of any kind or nature arising out of and/or relating to any such dispute with other users and/or third parties.
(f) Representations and Warranties. You hereby represent and warrant to IAT that:
(i) You shall comply with all applicable local, state, national and international laws, rules, and regulations in connection with your use of IAT Products and the IAT Website,
(ii) You have the right to grant to IAT the rights granted herein by You to IAT and that You own and/or have all necessary rights, title and interest in and to Your Content,
(iii) Any content You make available, including but not limited to submission of any Messages to Forums and any of Your Content, does not and shall not infringe, violate and/or misappropriate IAT's and/or any third-party's rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, and/or any other intellectual property or proprietary rights,
(iv) You shall not reveal trade secrets and/or any information which You have agreed, expressly or by implication, to keep confidential,
(v) Any content You make available, including but not limited to submission of any Messages to Forums and any of Your Content, do not and shall not slander, defame, libel, and/or invade the right of privacy, publicity or other property rights of any person,
(vi) Any content You make available, including but not limited to submission of any Messages to Forums and any of Your Content, does not and shall not contain any viruses, Trojan horses, and/or other computer files or programs that may damage, interrupt, destroy, limit and/or otherwise interfere with IAT Products and/or the IAT Website,
(vii) You shall not use the IAT Website and/or IAT Products and You shall not make available any content, including but not limited to any Messages and any of Your Content, to: (1) engage in illegal activities, (2) engage in any advertising, commercial, marketing and/or promotional activities that are intended to solicit a person to buy and/or sell products and/or services, (3) solicit donations, and (4) link to, directly or indirectly, any websites that violate this Agreement, any applicable laws, regulations or generally-accepted industry guidelines,
(viii) You shall not impersonate an IAT employee, or any other person, or falsely state and/or otherwise misrepresent your affiliation with any person or entity, or obtain access to the IAT Products without authorization,
(ix) You shall not interfere and/or attempt to interfere with the proper working of the IAT Products and IAT Website or prevent others from using the IAT Products and IAT Website,
(x) You shall not use any manual or automated means, including agents, robots, scripts, and/or spiders, to monitor and/or copy the IAT Products, IAT Website and/or the content contained therein,
(xi) You shall not facilitate the unlawful distribution of copyrighted content,
(xii) You shall not use IAT Products and/or the IAT Website and You shall not make available any content thereon, including but not limited to any Messages and any of Your Content, in a manner that: (1) includes personal and/or identifying information about another person without that person's prior written consent, and (2) employs misleading email and/or IP address, forged and/or otherwise manipulated identifiers,
(xiii) You are solely responsible for your conduct, Your Content, and your Messages on Forums, and
(xiv) You are not relying on any warranties, assurances, representations, and statements not expressly set forth in this Agreement.
You hereby agree and acknowledge that IAT may terminate your IAT account and remove your IAT account information, as well as disable your access to IAT Products and/or the IAT Website, for violation of this Section and/or this Agreement, and/or for any other reason or no reason at all as IAT elects in its sole discretion.
3. Third Party Content and Hyperlinks to Third Party Sites.
Content from other users and/or advertisers, including but not limited to, information about third-party products and services and any third-party applications ("Third-Party Content"), may be made available to You through IAT Products and/or the IAT Website. The inclusion of Third-Party Content on the IAT Products and IAT Website does not imply our affiliation and/or endorsement of such Third-Party Content. We do not control Third-Party Content. You hereby agree that we are not responsible for any such Third-Party Content, including the accuracy, integrity, quality, legality, usefulness, safety and/or intellectual property rights of and/or relating to such Third-Party Content. Third-Party Content is the sole responsibility of the person and/or entity from which such Third-Party Content originates, and IAT has no obligation to monitor such Third-Party Content. Notwithstanding the foregoing, IAT and/or its designees reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display and/or transmit any Third-Party Content, in whole or part, at any time for any reason or no reason, with or without notice and with no liability of any kind. You hereby assume all liability and responsibility for determining whether or not Third-Party Content is appropriate and/or acceptable to You. You hereby acknowledge that by using IAT Products and/or the IAT Website You may be exposed to Third-Party Content that is offensive, indecent and/or objectionable, and that You use IAT Products and/or the IAT Website at your own risk.
IAT and/or third parties may provide hyperlinks and/or any other form of link or redirection of your connection to other websites on the IAT Website and/or IAT Products ("Third-Party Websites"). These Third-Party Websites are in no way integrated into the IAT Website and/or IAT Products and the inclusion of any link on the IAT Website and/or IAT Products does not imply IAT's affiliation and/or endorsement of such Third-Party Websites, their business practices and/or any information therein. IAT expressly disclaims responsibility for the content, accuracy, quality, advertising, legality, nature, availability or reliability of Third Party-Websites linked to by or through the IAT Website and/or IAT Products.
ACCESS AND USE OF THIRD-PARTY WEBSITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH THIRD PARTY-WEBSITES, IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT IAT SHALL NOT BE RESPONSIBLE AND/OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE AND/OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES.
You agree to indemnify, defend, protect, and hold harmless IAT, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees, managers, members and representatives, from and against any third-party claim(s), demands, losses, damages, costs, and expenses, including, reasonable attorneys' fees, arising out of or relating to (a) Your use or misuse of, or connection to, IAT Products, IAT Website, Materials, and other content, (b) Your breach or alleged breach of this Agreement, and (c) Your violation of any rights, including intellectual property rights, of a third party.
IAT reserves the right, at your expense, to assume the exclusive defense and control of any matter for which IAT is entitled to indemnification by You. You agree to cooperate with IAT's defense of these claims. You further agree not to settle any matter without IAT's prior written consent. IAT will use reasonable efforts to notify You of any such demand, claim, action or proceeding.
5. Disclaimer of Warranties.
YOUR USE OF THE IAT WEBSITE, IAT PRODUCTS, MATERIALS AND CONTENT, INCLUDING THIRD-PARTY CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE IAT WEBSITE, IAT PRODUCTS AND ALL MATERIALS AND CONTENT, INCLUDING THIRD-PARTY CONTENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IAT AND ITS SUCCESSORS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. IAT AND ITS SUCCESSORS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, PARTNERS AND AGENTS DISCLAIM ANY WARRANTY THAT THE IAT WEBSITE, IAT PRODUCTS, MATERIALS AND CONTENT, INCLUDING THIRD-PARTY CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE OR WILL BE FREE FROM SECURITY BREACHES, OR THAT DEFECTS WILL BE CORRECTED. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS AND/OR OMISSIONS ON THE IAT WEBSITE.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE IAT WEBSITE AND/OR IAT PRODUCTS IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE, INFORMATION, STATEMENT, OPINION, OR OTHER MATERIAL, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IAT OR ITS SUCCESSORS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, PARTNERS AND AGENTS, AND/OR THROUGH OR FROM THE IAT WEBSITE AND/OR IAT PRODUCTS, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ACCURACY, QUALITY, ADVERTISING, PRODUCTS, SERVICES OR OTHER MATERIALS ON OR AVAILABLE FROM THIRD-PARTY WEBSITES HYPERLINKED TO THE IAT WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE RESPONSIBLE AND/OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES HYPERLINKED TO THE IAT WEBSITE.
6. Limitation of Liability.
YOU AGREE THAT IN NO EVENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF IAT HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES, SHALL IAT OR ITS SUCCESSORS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, MANAGERS, CONTRACTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND LICENSORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR LOST REVENUES, USE OR GOODWILL, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE, MISUSE, OR THE INABILITY TO USE, IN WHOLE OR IN PART, THE IAT WEBSITE, IAT PRODUCTS, MATERIALS, OR ANY SERVICES OR PRODUCTS PROVIDED BY IAT. THE TOTAL CUMULATIVE LIABILITY OF IAT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE IAT WEBSITE, IAT PRODUCTS, MATERIALS, OR ANY SERVICES OR PRODUCTS PROVIDED BY IAT, WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00), OR (B) THE TOTAL AMOUNT PAID TO IAT BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY ARISES. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT SHALL NOT INCREASE THIS LIMIT ON IAT'S LIABILITY.
YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND IAT.
7. Disclosure of Information.
You agree that in the event IAT receives a subpoena issued by a court, a law enforcement and/or governmental agency and/or entity, IAT shall comply with such subpoenas without your consent and/or prior notice to You and may disclose your IP address, IP location, username, name, or other personal information in response thereto. You hereby agree that IAT may disclose any and all information that You have provided to us in complying with any subpoena.
IAT may assign any of its rights and obligations under this Agreement without providing notice to You and without obtaining your consent, including in connection with any merger, consolidation, reorganization, and/or sale of all or part of IAT's assets or any similar transaction. You shall not delegate, transfer and/or assign your duties and obligations under and pursuant to this Agreement and/or assign this Agreement or your IAT account, in whole or in part, to anyone.
9. Term and Termination.
(a) Term. This Agreement shall remain in full force and effect unless and until your IAT account is terminated as provided herein (the "Term"). Provisions pertaining to limitation of liability, disclaimer of warranties, waiver, representations by You, indemnification, and dispute resolution shall survive termination of this Agreement.
(b) Termination. We reserve the right at any time and from time to time to modify and/or discontinue, temporarily or permanently, the IAT Website, IAT Products, and/or any part thereof, with or without notice. You agree that IAT shall not be liable to You and/or to any third party for any such modification, suspension and/or discontinuance of the IAT Website, IAT Products, and/or any part thereof. In addition, IAT has the right, in its sole discretion, to (i) delete, disable and/or deactivate your IAT account and/or any part thereof, (ii) block your email or IP address, and/or otherwise terminate your access to or use of the IAT Products, and (iii) remove and discard all or any part of your IAT account or any Submissions, for any reason whatsoever, with or without notice, and with no liability of any kind to You and/or to any third party.
You may delete your IAT account and end your use of the IAT Products at any time.
(c) Effects of Termination. Upon deleting or terminating your IAT account, this Agreement terminates and You will no longer have a right to access your IAT account or any content on the IAT Products. Such termination shall not affect any provision concerning limitation of liability, disclaimer of warranties, waiver, representations by You, indemnification, and dispute resolution, and/or any other similar provision set forth herein which shall survive termination.
10. Copyright Infringement.
It is our policy to respect the intellectual property of others and to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). We may remove and/or disable access to any allegedly infringing content. We will promptly terminate, without notice, any user's access to IAT Products and/or the accounts of those determined by us to be "repeat infringers." We will consider a user a repeat infringer if we have received more than two (2) third-party notices of alleged infringement concerning content posted by that user anywhere on IAT Products and/or the IAT Website. Notwithstanding the foregoing, IAT reserves the right to identify and delete, block, disable, deactivate, and/or terminate the access of a user and/or a user's IAT account under any circumstances IAT deems appropriate, including after only a single instance of allegedly infringing behavior by that user.
If You are a copyright owner or an agent thereof, and You believe that any of our content infringes upon your copyrights, then You may submit a notification pursuant to the DMCA by providing our Designated Copyright Agent listed below with the following information in writing (See 17 U.S.C. Section 512(g)(3) to confirm these requirements):
(a) A statement that You have identified material that infringes your copyright, or infringes the copyright of a third party on whose behalf You are entitled to act,
(b) Identification of the copyrighted work, or if more than one (1) then a list of the copyrighted works, that You claim has or have been infringed, which should include the type of work, such as a book or a sound recording, and any relevant further details, such as the title and date of publication, as applicable,
(c) Identification of the material that You claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material such as a description of where the material is located, including a URL and/or a screen shot.
(d) The country or countries to which your copyright applies,
(e) A description of the ways in which the copyrighted material has been infringed,
(f) Your address, telephone number, and email address so that we may get in contact with You,
(g) A statement by You that You have a good faith belief that the use of the copyrighted work in the manner complained of is not authorized by the copyright owner, its agent, or the law,
(h) A statement by You, made under penalty of perjury, that the notice is accurate and that You are the copyright owner or that You are authorized to act on behalf of the copyright owner, and
(i) An electronic or physical signature, which may be a scanned copy, of the copyright owner or person authorized to act on behalf of the copyright owner.
IAT only accepts copyright infringement notices that meet the requirements set forth above. A copyright infringement notice can be submitted to us by sending it to our designated copyright agent:
IAT INTERACTIVE, LLC
Attn: Copyright Infringement Notification
333 North Bedford Road, Suite 110
Mount Kisco, New York 10549
Fax: (914) 206-6444
If You are unsure whether there has been an infringement of your copyright or about your rights in the material, we suggest that You seek legal advice before sending us a copyright infringement notice. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
11. Entire Agreement and Amendments.
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement governs Your use of the IAT Website, IAT Products, Materials, and any content thereon.
IAT may amend, modify, change, add, and/or remove portions and/or sections of this Agreement at any time without notice to You by posting a revised version on www.iat.com or elsewhere on the IAT Website and/or IAT Products. The revised version shall be effective at the time IAT posts it. Please check this Agreement periodically for changes. Your continued use of the IAT Website, IAT Products, and/or Materials after posting of the changes constitutes your binding acceptance of such changes. In the event that the revised version includes a material change, it will be effective for an existing IAT user on the earlier of (a) the date You accept it, or (b) fourteen (14) calendar days after the material changes are initially posted to www.iat.com or elsewhere on the IAT Website and/or IAT Products. The revised version shall apply to You immediately if You are a user who registers and/or first uses the IAT Website and/or IAT Products on or after the posting of the revised version.
12. No Waiver.
The failure of IAT to exercise and/or enforce any rights or provisions of this Agreement and/or IAT's waiver of any particular breach or default shall not constitute a waiver of such rights, provisions, or of any subsequent breach or default.
If any provision set forth in this Agreement or the application of such provision is found by a court of competent jurisdiction to be invalid, unlawful, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions of this Agreement.
14. All Disputes Shall be Governed by New York Law and Decided by Binding Arbitration. Any and all disputes between You and IAT shall be governed by the laws of the State of New York applicable to agreements made and to be performed therein without regard to conflicts of laws principles, and shall be decided by binding arbitration administered by the American Arbitration Association within Westchester County, in the State of New York. You and IAT hereby agree to have all disputes between You and IAT decided by a single arbitrator in an arbitration proceeding administered by the American Arbitration Association under the American Arbitration Association's Expedited Commercial Procedures then in effect. The arbitrator shall conduct all arbitration hearings and proceedings in Westchester County, in the State of New York. Determinations and/or decisions rendered by the arbitrator pursuant to this Agreement shall be in writing, shall be adjudicated in accordance with the laws of the State of New York, without consideration of choice of laws, and shall be final and binding upon the parties hereto. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. IAT shall be entitled to seek and/or to obtain a temporary and/or permanent restraining order from the American Arbitration Association on an expedited and/or emergency basis, either upon notice or ex-parte (without notice), without the need to post a bond. Each party shall bear the costs of his/her/its own legal fees and expenses. All fees charged by the arbitrator and/or by the American Arbitration Association, other than the initial filing fee, shall be shared equally by You and IAT. The award of the arbitrator may be enforced in any court of competent jurisdiction. The award shall include written explanations for all legal and factual determinations.
15. Class Action Waiver.
Arbitration shall proceed solely on an individual basis without the right for any dispute or claim to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator's authority to resolve and make written awards is limited to claims between You and IAT alone. Claims may not be joined or consolidated unless agreed to in writing by You and IAT. No arbitration award or decision shall have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision herein, if any portion of this class action waiver provision is deemed invalid or unenforceable, then the arbitration provisions set forth in paragraph 14 shall not apply, and in that event disputes between You and IAT shall instead be adjudicated in State or Federal Court within Westchester County in the State of New York, and in accordance with the laws of the State of New York.
16. Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to."
BY CONTINUING TO USE THE IAT WEBSITE, IAT PRODUCTS, MATERIALS, AND ANY CONTENT THEREON, YOU AGREE TO ABIDE BY THESE TERMS AND CONDITIONS OF USE.