, and all of these terms will govern your use of the Site and our Services. If you do not agree to these terms, you must cease use of the Site and our Services. The term "you" refers to the person accessing or using the Site, or our Services, or the company or organization on whose behalf that person accesses the Site, or our Services.
Access to FAD.LY Site and Services
- Subject to your acceptance of the Agreement, FAD.LY grants to you a non-exclusive, non-transferable, revocable limited license to use and display the Site and Services and related software (excluding source and object code) for use by any machine(s) of which you are the primary user. You agree not to use the Site and Services for any other purpose, or to copy or distribute any part of the Site and Services in any medium without FAD.LY's prior written authorization.
- FAD.LY reserves the right to change the Agreement in any way and at any time. However, no amendment to the Agreement shall apply to a dispute of which FAD.LY had actual notice on the date of amendment.
- We will notify you of any modifications to the Agreement with one or both of the following methods: 1) we will post any modifications on www.FAD.LY or within the Service, and/or 2) we will send you a message informing you of the modified agreement and linking you to the posting at www.FAD.LY. You agree that you will, 1) periodically check www.FAD.LY for updates to the Agreement, and 2) you will read the messages we send you to inform you of any changes. You agree that you will be considered to have been given notice of any modifications once we post them to www.FAD.LY and that your continued use of the Site and Services after such notice shall be deemed an acceptance of any changes.
- FAD.LY reserves the right to discontinue the Site and Services or to change the content of the Site and Services in any way and at any time, with or without notice to you, without liability.
- You agree to be bound by any application, forum, or game specific rules published within the Site and Services.
- Your use of the Site and Services is conditioned upon your compliance with the Agreement and any use of the Site and Services in violation of the Agreement will be regarded as an infringement of FAD.LY's copyrights in and to the Site and Services. FAD.LY reserves the right to terminate your access to the Site and Services without notice if you violate the Agreement.
- You represent that you are 13 years old or older. Additionally, if you are between the ages of 13 and 18, you represent that your legal guardian has reviewed and agrees to the Agreement.
- As a condition of your use of and access to the Site and Services, you agree to comply with these Permitted Uses, which are provided as an example rather than as a limitation, and any application or game specific rules published within the Site and Services.
If you elect to create an account, or register for our Services:
- You may create only one account for your personal use
- Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person.
- You must safeguard your password and supervise the use of your account, and understand and agree that you are responsible for your own use and the use of your account by anyone that accesses it.
- When you register, you will obtain unique log-in credentials (a "User ID"). Access to the FAD.LY Site and Services is not authorized by any other person or entity using your User ID and you are responsible for preventing such unauthorized use
- You have the right to provide any and all information you submit to the Site and Services, the information is only about yourself, and all such information is accurate, true, current and complete.
- You shall ensure that information provided by you is kept up to date.
- Individuals and entities whose privilege to access the Site or use the Services has previously been terminated by FAD.LY may not register for an account, nor may you designate any of those individuals to use your account on your behalf.
- If you commit fraud or falsify information in connection with your use of the Site and Services or in connection with your FAD.LY account, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, to pursue legal action through relevant local and national law enforcement authorities and to notify your Internet Service Provider of any fraudulent activity we associate with you or your use of the Site and Services.
- You will not use FAD.LY to collect any personally identifiable information, including account names, email addresses, or other such information, for commercial purposes.
- You will not use the communication systems provided by or contacts made on FAD.LY for any commercial solicitation purposes.
You agree that your use of and conduct on the Service shall be lawful and your User Content will not:
- include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap
- include profanity or any obscene, indecent, pornographic, sexual or otherwise objectionable content or language
- defame, libel, ridicule, mock, disparage, threaten, harass, intimidate or abuse anyone
- promote violence or describe how to perform a violent act
- comprise of or includes any "junk mail", "spam", "chain letters", "pyramid schemes", or any similar form of solicitation
- violate the contractual, personal, patent, trademark, trade secret, copyright, intellectual property or other rights of any party, or promote or constitute illegal activity; or
- be in violation of the Agreement or the application/game rules of conduct (collectively "Content Restrictions")
You and your activities on the Site and Services will not:
- reveal any personal information about another individual, including another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual
- attempt to impersonate any other party
- create user accounts by automated means or under false pretenses or mislead others as to the origins of your communications
- trick, defraud or mislead FAD.LY and other users, especially in any attempt to learn sensitive account information such as passwords
- using the Site and Services or any of its contents to advertise or solicit, for any other commercial, political or religious purpose, or to compete, directly or indirectly with FAD.LY
- using the Site and Services or any of its resources to solicit users, partners of FAD.LY to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with FAD.LY, including without limitation, aggregating current or previously offered content
- make improper use of FAD.LY's support services or submit false reports of abuse or misconduct
- deep-linking to any portion of the Site and Services without our express written permission
- engage in any commercial activities, including, without limitation, any attempt to raise money for anyone or advertise or promote a product, service, website, pyramid scheme or other multi-tiered marketing scheme
- disparage, tarnish, or otherwise harm, in FAD.LY's opinion, FAD.LY and/or the Site and Services
- violate the Agreement or any local, state, federal or international law, rule or regulation or any other requirements or restrictions posted by FAD.LY on the Site and Services
- disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots or any other malicious or invasive code or program
- upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text) that interferes with any party's uninterrupted use and enjoyment of the Site and Services and User Content or modifies, impairs, disrupts, alters or interferes with the use, features, functions, operation or maintenance of the Site and Services, the User Content
- reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Site and Services create to generate web pages or any software or other products or processes accessible through the Site and Services
- upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as "spyware," "passive collection mechanisms" or "pcms")
- attempt to scan, or test the security or configuration of the Site and Services or to breach security or authentication measures without proper authorization
- attempt to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to our Site and Services, or attempts at overloading, "flooding", "spamming", "mail bombing" or "crashing" the Site and Services
- except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Site or Services, or use or launch any unauthorized script or other software
- cover or obscure any notice, banner or advertisement on the Site or Services
- disguise the source of your User Content or other information you submit to the Site and Services or use tools which anonymize your internet protocol address (e.g. anonymous proxy) to access the Site and Services
- interfere with or circumvent any security feature of the Site and Services or any feature that restricts or enforces limitations on use of or access to the Site and Services, Collaborative Content or the User Content
- sell the Site and/or Services or any part thereof including but not limited to Virtual Goods or Virtual Currency, user accounts and access to them in exchange for real currency or items of monetary value; or
- engage in cheating or any other activity deemed by FAD.LY to be in conflict with the spirit or intent of the Site and Services
- use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the FAD.LY Site and Services in a manner that sends more request messages to the FAD.LY servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, FAD.LY grants the operators of public search engines permission to use spiders to copy materials from FAD.LY Site and Services for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. FAD.LY reserves the right to revoke these exceptions either generally or in specific cases.
- FAD.LY does not control or endorse the content, messages or information found in User Content portions of the Site and Services or external sites that may be linked to or from the applications/games or their forums and, therefore, FAD.LY specifically disclaims any responsibility with regard thereto.
- The Site and Services may invite you to chat or participate in polls, blogs, reviews, question and answer, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to the Site and Services, including, without limitation, text, software, music, information, survey questions, survey responses, messages, writings, photographs, graphics, video, audio, comments, suggestions or personally identifiable information or other material (collectively "User Content"). Any material you transmit to FAD.LY will be treated as non-confidential and non-proprietary.
- You shall not use the Site or the Services to send materials to minors unless User is permitted to do so under all applicable laws, or to harm minors in any way, and shall not send surveys, polls or other materials to minors that would subject FAD.LY to the Children’s Online Privacy and Protection Act
- You are solely responsible, whether publicly posted or privately transmitted, for your User Content submissions, including discussion posts, questions, reviews, poll responses, profile information and links, pictures, and other such content.
- You represent that you own or have the necessary licenses, rights, permissions, and consents to use and authorize FAD.LY to use any and all User Content submitted by you to FAD.LY in accordance with the licenses granted in this Agreement, without FAD.LY incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you.
- You grant each FAD.LY user, whether using FAD.LY or an application authorized by FAD.LY but developed via a third-party developer, a non-exclusive license to access the User Content you submit through FAD.LY and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content as permitted through FAD.LY's functionality and under the Agreement.
- You grant to FAD.LY the unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual fully-paid and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, resell, sublicense, display, perform, transmit, publish, broadcast, modify, make derivative works from, retitle, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content to which you have contributed, for any purpose whatsoever, in any and all formats; on or through any and all media, software, formula or medium now known or hereafter known; and with any technology or devices now known or hereafter developed and to advertise, market and promote same.
- FAD.LY has no obligation to monitor or enforce any intellectual property rights that may be associated with your User Content, but FAD.LY does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
- You acknowledge and agree that FAD.LY does not control the User Content, respondents to polls and surveys, or other users of the Site or the Services, and does not guarantee the accuracy, integrity or quality of such User Content
- Will not submit User Content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such User Content to FAD.LY; and
- Hereby affirm we have the right to determine whether any of your User Content submissions are appropriate and comply with the Agreement, remove any and/or all of your submissions, and terminate your account with or without prior notice.
- FAD.LY has no obligation to accept, display, review, monitor, or maintain any User Content. We have the right to delete User Content from the Site and Services without notice for any reason at any time. FAD.LY may move, re-format, edit, alter, distort, remove or refuse to exploit User Content without notice to you and without liability; provided, however, that FAD.LY reserves the right to treat User Content as content stored at the direction of users for which FAD.LY will not exercise editorial control except to enforce the rights of third parties and the Content Restrictions set forth below when violations are brought to FAD.LY's attention.
- You acknowledge that you do not rely on FAD.LY to monitor or edit the Site and Services and that the Site and Services may contain content which you find offensive and you hereby waive any objections you might have with respect to viewing such content.
- FAD.LY reserves the right to purge User Content from its databases at any time and from time to time without notice. You acknowledge and agree that you are solely responsible for backing up any User Content uploaded to the Site and Services by you or received by you through the use of the Site and Services. FAD.LY shall not be liable for any purging, deletion, or failure to retain any such User Content.
Privacy and Protection of Personal Information
The communications between you and FAD.LY use electronic means, whether you visit the Site and Services or send us emails, or whether FAD.LY posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from FAD.LY in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that FAD.LY provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights. Because we do not control the security of the Internet or other networks you use to access the Site and Services, or communicate with us, we can’t be, and are not responsible for, the security of information that you choose to communicate with FAD.LY and the Site and Services while it is being transmitted. In addition, FAD.LY is not responsible for any data lost during transmission.
Links To Third Party Sites
We don't have control over websites that FAD.LY may link to. FAD.LY may contain links to third party websites that are not owned, operated, or controlled by FAD.LY. Therefore, we cannot and do not assume responsibility for the content, privacy policies, or practices of such websites or the companies that own them. Additionally, we cannot and will not censor or edit the content of any third party site. By using FAD.LY you expressly relieve us from any and all liability arising from your use of any third party website.
We may change or discontinue the Site or any of the Services at any time without prior notice. We reserve the right to terminate this Agreement at our election and for any reason, without prior notice, and this Agreement will automatically terminate in the event that you violate any of the terms and conditions set in the Agreement. In the event of any termination, you will immediately cease access to the Site and Services.
We do not accept or consider, directly or through any FAD.LY employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form ("unsolicited materials"). If you send us unsolicited materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:
- FAD.LY has no obligation to review any unsolicited materials, nor to keep any unsolicited materials confidential; and
- FAD.LY will own, and may use and redistribute unsolicited materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.
Disclaimer of Warranty
Limitations of Liability
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF FAD.LY. IN NO EVENT SHALL OUR LIABILITY, OR THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, AGENTS, VENDORS, OR MERCHANTS, FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SITE AND SERVICES EXCEED THE TOTAL AMOUNT OF FEES THAT YOU PAID US DURING THE PREVIOUS ONE-YEAR PERIOD FOR THE SPECIFIC SERVICE AT ISSUE. WE, OUR AFFILIATES, OFFICERS, DIRECTORS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, AGENTS, VENDORS, AND MERCHANTS, SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON THE SITE AND SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTION, OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS, AND MERCHANTS, SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless FAD.LY, its parent company, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your use of and access to FAD.LY; (ii) your violation of any term of these Terms and Conditions; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any User Content submitted by you causes damage to a third party. This defense and indemnification obligation will survive these Terms and Conditions and your use of FAD.LY.
- You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site and Services, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of this Agreement, except for the limited right to use the Site and Services in accordance with this Agreement. Other product and company names that are mentioned on the Site or provided as part of the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you in this Agreement.
- The User Content on FAD.LY, excluding all intellectual property of other sites obtained by way of API and linking and User Content posted by our customers, is owned by FAD.LY. This includes, without limitation, the text, software, scripts, graphics, photos, sounds, interactive features and the trademarks, service marks and logos contained therein ("Marks"). The Marks are owned or licensed to FAD.LY, subject to copyright and other intellectual property rights under United States law, the law of the jurisdiction where you reside, and and international conventions. User Content provided by FAD.LY is provided to you "AS IS" for your information and personal use only and may not be used, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Site and Services.
- As between you and us, you retain any intellectual property rights in any copyrighted materials and trademarks that are contained in User Content that you post to the Site and Services. You grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, translate, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale, otherwise commercially exploit and exercise any and all such rights, under any and all of your intellectual property rights related to the User Content in any manner we choose. If you have any rights to the User Content that cannot be licensed to us (such as moral rights in some countries), you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against us or related to our customers and partners anywhere in the world, with respect to such rights.
Copyright Policy and Digital Millennium Copyright Act (DMCA) Procedures
- The Digital Millennium Copyright Act (DMCA) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on or in this application/game in a way that may constitute copyright infringement, you may provide notice of your claim to FAD.LY's Designated Agent support(at)fad.ly. For your notice to be effective, it must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
- A description of the copyrighted work that you claim has been infringed upon
- A description of where the material that you claim is infringing is located within a FAD.LY Site or Services
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted
- 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 that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Governing Law/Waiver of Injunctive Relief
- This Agreement and all aspects of the Site and Services shall be governed by and construed in accordance with the internal laws of the United States and the State of California governing contracts entered into and to be fully performed in California (i.e., without regard to conflict of laws provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Santa Clara County, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Santa Clara County, California.
- You acknowledge that the rights granted and obligations made hereunder to FAD.LY are of a unique and irreplaceable nature, the loss of which shall irreparably harm FAD.LY and which cannot be replaced by monetary damages alone so that FAD.LY shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
- Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and FAD.LY agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to Varinode, Inc., support(at)fad.ly, SUBJECT: LEGAL DEPARTMENT.
- Binding Arbitration. If you and FAD.LY are unable to resolve a Dispute through informal negotiations, either you or FAD.LY may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, FAD.LY will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and FAD.LY may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
- Restrictions. You and FAD.LY agree that any arbitration shall be limited to the Dispute between FAD.LY and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
- Exceptions to Informal Negotiations and Arbitration. You and FAD.LY agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or FAD.LY's intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
- The failure of FAD.LY to require or enforce strict performance by you of any provision of the Agreement or to exercise any right under them shall not be construed as a waiver or relinquishment of FAD.LY's right to assert or rely upon any such provision or right in that or any other instance.
- You and FAD.LY agree that if any portion of the Agreement, except any portion of section "Governing Law/Waiver of Injunctive Relief" (5), is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Agreement, which shall continue to be in full force and effect. If Section "Governing Law/Waiver of Injunctive Relief" (5) is found to be illegal or unenforceable then neither you nor FAD.LY will elect to arbitrate any Dispute falling within that portion of Section "Governing Law/Waiver of Injunctive Relief" (5) found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the County of Santa Clara, State of California, United States of America, and you and FAD.LY agree to submit to the personal jurisdiction of that court.
FAD.LY operates and controls the Service from its offices in the United States. FAD.LY makes no representation that the Site and Services are appropriate or available in other locations. The information provided on the Site and Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject FAD.LY to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site and Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Software from the Site and Services may be subject to United States export controls. Thus, no software from the Site and Services may be downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods. These Terms are effective until terminated by either party. You may terminate the Agreement by destroying all Site and Services-related materials obtained from the Site and Services. The privileges granted to you under the Agreement will terminate immediately and automatically without notice from FAD.LY if, in our sole discretion, you fail to comply with any term or provision of the Agreement. Neither the course of conduct between the parties nor trade practice will act to modify the Agreement to any party at any time without any notice to you. You may not assign the Agreement without FAD.LY's prior written consent. The Agreement contain the entire understanding of you and FAD.LY, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Site or Services by FAD.LY. If any provision of the Agreement is found to be illegal or unenforceable, the Agreement will be deemed curtailed to the extent necessary to make it legal and enforceable and will remain, as modified, in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Upon FAD.LY's request, you will furnish FAD.LY any documentation, substantiation or releases necessary to verify your compliance with the Agreement. You agree that the Agreement will not be construed against FAD.LY by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of the Agreement and the lack of signing by the parties hereto to execute the Agreement.
Statute of Limitations