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Terms and Conditions of Use PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF OUR WEBSITE CAREFULLY. By using the website www.workplace-media.com ("the Website"), you agree to be bound by these Terms and Conditions of Use ("Terms and Conditions"). If you do not agree to these Terms and Conditions, you may not access or use the Website or Services, which are further described below, and should immediately cease use. We reserve the right, in our sole discretion, to change, modify, add, or remove portions of these Terms and Conditions at any time. Any modifications shall be effective immediately upon notice, which may be accomplished by posting the modified Terms and Conditions on the Website or via e-mail. Your use of the Website and/or Services following notice shall be deemed your acceptance of the modifications. Continued access and use of the Website and/or Services shall be deemed your conclusive acceptance of the modified Terms and Conditions. You should check the Terms and Conditions periodically for changes, regardless of whether you have reviewed them. The Terms and Conditions do not apply to any transaction or relationship between the parties that is not related to the use of this Website and/or the use, purchase, and/or sale of information, services, or products available on or through this Website. I. Introduction Welcome to WorkPlace Media, Inc.! The Terms and Conditions set forth the agreement (“Agreement”) between WorkPlace Media, Inc., together with any and all affiliates and subsidiaries, and any person or entity that directly or indirectly controls, is controlled by, or is under common control of WorkPlace Media, Inc., whether by ownership means or otherwise, (collectively, "WPM") and each user ("you" or "user"). The Terms and Conditions govern the use by you of this Website. WPM and this Website are designed to provide users with information, products, and services so that it can market, promote, and advertise its clients to the relevant target audience. II. Scope and General Information Unless we indicate otherwise, the Terms and Conditions apply to your use of the Website. By using this Website, you acknowledge and agree to be legally bound and to abide by the Terms and Conditions. This Agreement contains the complete terms and conditions that apply to your use of the Website or any service components thereof (the "Services"). The Website and Services are offered to you conditioned upon your acceptance without modification of the Agreement. Your use of the Website and Services constitutes your acceptance to the Terms and Conditions of this Agreement. If you do not comply with the Terms and Conditions, WPM reserves the right, if applicable, to terminate your access to this Website or any part thereof. By not complying with the Terms and Conditions, you acknowledge and agree that we may immediately deactivate or delete your personal information and all related information and files relating to you or your company and/or bar further access to the Website and related information and files. Further, you agree that WPM shall not be liable to you or any third-party for any termination, deactivation, deletion, cancellation, or denial of your access to or use of our Website. If you decide to use WPM services or to begin your marketing campaign with WPM (hereinafter "initial inquiry to WPM"), you must complete the registration process by providing WPM with current, complete, and accurate information, as prompted by the applicable inquiry form. WPM reserves the right to terminate your continued access and use of the Website and Services if you provide any information to WPM that is untrue, inaccurate, not current, or incomplete. You agree to: maintain all equipment required for your access and use of the Website; maintain the security and confidentiality of the personal information you provide to WPM and any other personal confidential information relating to you or your company that may affect the services that WPM is to provide to you; and to be accountable for all charges resulting from access and use of the Website and your personal information, including unauthorized use prior to your notification of unauthorized use to WPM. You are entirely responsible for any and all activities and conduct, whether by you or anyone else, that are conducted due to access to your personal information. You agree to notify WPM immediately of any unauthorized use of your personal information or any other breach of security. WPM will not be responsible for any loss that you may incur as a result of someone else using your personal information, either with or without your knowledge. You may be held liable for any losses incurred by WPM or another party due to someone else using your personal information. III. Limited License; Use of Website and Services WPM grants to you a limited, non-exclusive, non-transferable right and license to access the Website and to use the Services provided thereon. WPM Services shall include, without limitation, the availability and access to this Website to facilitate WPM' provision of one-of-a-kind marketing, promotional, and advertising services to potential and current clients or any other service components thereof. Unless otherwise specified and agreed to in writing between you and WPM, the Website and the Services are for your commercial use. IV. User Regulations You agree that you have the full authority and right to enter into this Agreement and that you are at least 18 years of age. You also agree to use this Website only for lawful purposes and that you are responsible for your use and communication on or through the Website. User is prohibited from identifying or transmitting on or through this Website any false, unlawful, infringing, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, indecent, offensive, hateful, racially, ethnically, or otherwise objectionable material of any kind, including, without limitation, material that encourages conduct that would constitute a criminal offense, give rise to civil liability, infringes another’s intellectual property rights, or violates any local, state, national, or international law. Further, in connection with your use of the Website, you acknowledge and agree that you will not access the Website by any means other than through the standard, industry-accepted or WPM-provided interfaces. You acknowledge and agree that you will not impersonate any person or entity, including without limitation, an WPM official or someone of similar position, or falsely state or otherwise misrepresent your affiliation with a person or entity. You acknowledge and agree that you will not use the Website or the Services in a manner that adversely affects the normal operation or the availability of its resources to other users or any other user’s use and enjoyment of the Website or use the Website or the Services for any purpose that is unlawful or prohibited by these Terms and Conditions. You may not use the Website or the Services in any manner that could damage, disable, overburden, or impair WPM' servers or networks or interfere with any other user's use and enjoyment of the Website and/or Services. You acknowledge and agree that you may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website or Services. You acknowledge that you will not inquire or attempt to inquire, provide or attempt to provide, subscribe or attempt to subscribe any party to the Website or for any WPM product or Service if you are not expressly authorized by the party to do so. You acknowledge and agree that you will not copy, reverse engineer, reverse assemble, otherwise attempt to discover source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, commercially exploit, or transfer, generate, or sell any information, software, products, Services, or intellectual property obtained through the Website. You acknowledge that you will not infringe, upload, or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party. You acknowledge and agree that you will not manipulate or otherwise display the Website and/or Services by using framing or similar navigational technology. If WPM is notified of allegedly infringing, defamatory, damaging, illegal, or offensive conduct by you, WPM may temporarily deactivate or delete your personal information and access to the Website, investigate the allegation, if applicable, remove any allegedly infringing, defamatory, damaging, illegal, or offensive information, language, or image, and determine in its sole discretion whether to permanently remove the user from access to the Website and to deactivate the user's personal information. Further, WPM may disclose any content or communication of any kind: (1) to satisfy any law, regulation, or administrative or governmental request; (2) if the disclosure is necessary or appropriate to operate the Website; or (3) to protect the rights or property of WPM, its users, or providers. WPM reserves the right to prohibit conduct, communication, or content that it deems in its sound discretion to be harmful to its users, the Website, or any rights of WPM or any third party, or that may violate any applicable law. Accordingly, neither WPM nor its providers shall assume liability for any action or inaction with respect to its users and/or conduct, communication, or content provided or rendered by any third party. V. Privacy Please review our Privacy Policy, which similarly governs your visit to and use of the Website. VI. Accuracy of Information WPM attempts to ensure that information on this Website is complete, accurate, and current. Despite our efforts, the information on the Website may occasionally be inaccurate, incomplete, or out of date. We make no warranty as to the completeness, accuracy, or timeliness of any information on the Website. Some content contained on the Website or Services is supplied by third parties. WPM is a distributor (not a publisher) of this content and has no editorial control over this content. Any opinions, advice, statements, services, offers, other information, or content expressed or made available by third parties are those of the respective authors or distributors. WPM neither endorses nor is responsible for the accuracy, completeness, or usefulness of the content. WPM neither endorses nor is responsible for the accuracy and reliability of any opinion, advice, or statement made on the Website or Services by anyone other than any authorized WPM representative, while the representative is acting in official capacity. VII. Intellectual Property Rights You acknowledge and agree that the Website and Services contain proprietary and confidential information, including without limitation, all website design, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilation, sound, software, and other related content. You further acknowledge and agree that the selection, arrangement, and use are the exclusive property of WPM or its licensors and may be protected by state, national, and international intellectual property and other laws. All rights are reserved to their respective intellectual property owners. WPM and its licensors enforce proprietary interests to the fullest extent permitted under the law and shall seek civil and criminal remedies where appropriate. Permission is granted to electronically copy and to print in hard copy portions of this Website for the sole purpose of an initial inquiry to WPM or a related communication. Any other use of materials on this Website, including without limitation, reproduction for purposes other than noted above, modification, distribution, replication, commercial or other exploitation, or creation of derivative works, without the prior written permission of WPM is unauthorized. WPM and all logos, page headers, custom graphics, icons, or written or other creative works are service marks, trademarks, or copyrighted works of WPM and its licensors. All other trademarks, service marks, product names, company names or logos, or copyrighted works that appear on the Website are the property of their respective owners. VIII. Monitoring WPM has no obligation whatsoever to monitor any of the content on the Website. However, you acknowledge and agree that we have the absolute right to monitor at our sole discretion. In addition, we reserve the right to alter, edit, or remove any content, in whole or in part, for any reason and to disclose materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process, or governmental or administrative request and to protect ourselves and our clients, sponsors, users, and visitors. IX. Disclaimers WPM is providing this Website and its contents and the Services, information, and products provided on or through this Website ON an "as is" and "as available" basis, without any warranties of any kind, either express, implied, or statutory, including without limitation, warranties of title, infringement, merchantability, or fitness for a particular purpose. Further, WPM makes no representations or warranties of any kind as to an uninterrupted, error-free, or secure use of this Website, including without limitation, that the Website will operate; that defects on this Website will be corrected; that any of the information, content, materials, or products included or listed on this Website are accurate, reliable, or complete; or that any software, services, sites, or servers on which the services and sites are hosted are free of viruses or other harmful components. WPM expressly disclaims all representations and warranties, including without limitation all warranties of merchantability, accuracy, timeliness, completeness, fitness for a particular purpose, and non-infringement. WPM does not warrant that the Website, files, information, or products available on the Website will be free from corrupted data, computer viruses, or similar destructive or contaminating code. No oral or written statements by WPM will create any warranty not expressly set forth herein. Use of this Website is at your sole risk. Users are advised to exercise their own further informed review, judgment, and evaluation in the adoption and reliance upon any and all information provided on or through this Website. WPM is not responsible for any product or service provided on or through this Website or any claims of quality or performance made on or through this Website or onto a website for which we provide a link ("Linked Site"). You are advised that other websites on the Internet, including without limitation Linked Sites, might contain material or information that some people may find offensive or inappropriate; or that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others' rights, or otherwise unlawful. WPM expressly disclaims any responsibility for the content, legality, decency, or accuracy of any information, and for any products and Services that appear on this Website, any Linked Site, or any other website. WPM does not endorse, recommend, or sponsor and is not affiliated with any individuals or entities that appear or are linked to this Website, unless that fact is expressly stated. XII. Limitation of Liability WORKPLACE MEDIA, INC. AND ANY AND ALL OF ITS AFFILIATES AND SUBSIDIARIES, AND ANY PERSON OR ENTITY THAT DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL OF WORKPLACE MEDIA, INC., WHETHER BY OWNERSHIP MEANS OR OTHERWISE, (COLLECTIVELY, “WPM” IN THIS SECTION) SHALL NOT UNDER ANY CIRCUMSTANCES BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO, WITHOUT LIMITATION: (i) THE USE OR INABILITY TO USE THIS WEBSITE; (ii) ANY CONTENT CONTAINED ON THE WEBSITE, SERVICES, OR INFORMATION CONTAINED THEREIN; (iii) INFORMATION, STATEMENTS, OR CONDUCT POSTED OR OTHERWISE CONTAINED ON THE WEBSITE THAT IS INCORRECT OR INACCURATE; (iv) INFORMATION, STATEMENTS, OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; (v) UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS, DATA, OR PERSONAL INFORMATION; (vi) ITS POSITION AS THE PROVIDER OF THE WEBSITE, WHICH IS NOT AS A PUBLISHER OF INFORMATION; (vii) ANY PRODUCT, SERVICE, OR INFORMATION OBTAINED ON OR THROUGH THE WEBSITE; (viii) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE WEBSITE OR THE SERVICES; (ix) ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT ON THE WEBSITE OR THE SERVICES; OR (x) ANY OTHER MATTER RELATING TO THIS WEBSITE OR SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE GOODS, SERVICES, OR INFORMATION, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE USER ADVISES OF THE POSSIBILITY OF DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WPM AND THE USER. PRODUCTS, INFORMATION, AND SERVICES OFFERED ON AND THROUGH THIS WEBSITE WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS. AS LAWS OF SOME STATES MAY NOT ALLOW FOR THE EXCLUSION OF CERTAIN DAMAGES, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW IN SUCH STATES. Notwithstanding the foregoing, in no event shall WPM' total liability to you for any reason, damages, losses, or causes of action exceed the amount paid by you, if any, for using the Website and any of its information, products, or services. XII. Indemnification You agree to indemnify, defend, and hold harmless WPM from and against any and all claims, demands, causes of action, losses, expenses, damages, and costs, including without limitation any reasonable attorneys' fees, resulting from, arising out of, or relating to your use of or conduct on the Website, any activity, information, or material that you submit to or transmit through the Website, your violation or breach of these Terms and Conditions, your infringement or violation of any rights of another, or termination of your access to this Website. Section XII shall survive in the event that this Agreement is terminated for any reason. XIII. Domestic Use WPM controls the Website from its office in the United States of America. We make no representations that the Website, including without limitation, any products or services available on, from, or through the Website, are appropriate or available for use in other locations. You acknowledge and agree that you will not access the Website from any territory in which its contents are illegal. Users of the Website outside of the United States do so at their own risk and individually and entirely bear the responsibility for compliance with local laws. XIV. Applicable Law; Jurisdiction The Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Ohio without regard to choice of law rules. Each user agrees to submit to personal jurisdiction in the State of Ohio and further agrees that any cause of action arising from or relating to the use of this Website or the Terms and Conditions shall be brought exclusively in federal or state courts for Cuyahoga County, Ohio. Pursuant to Section XIX, Miscellaneous, and with prior agreement of WPM, any claim, dispute, or controversy arising or concerning this Website and/or this Agreement shall be decided by binding arbitration with the Rules of the American Arbitration Association, and any arbitration brought shall be held in Cuyahoga County, Ohio. The decisions of the arbitrators shall be conclusive upon all parties involved as well as any award of the arbitrator. This provision shall be specifically enforced by a court of competent jurisdiction. XV. Severability If any provision of the Terms and Conditions shall be deemed unlawful, void, or for any reason, unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions shall not be affected. XVI. Entire Agreement The Terms and Conditions constitute the entire and only agreement between WPM and each user of this Website and supercedes any and all prior or contemporaneous agreements, representations, warranties, and understandings, written or oral, with respect to the subject matter of this Agreement. You agree to review this Agreement prior to your use of this Website. XVII. Changes to Terms of Use Agreement This information was last updated on September 21, 2006. WPM may, in its sole discretion, amend the Terms and Conditions from time to time. Please check the Terms and Conditions periodically for changes. XVIII. Termination This Agreement and the applicability of the Terms and Conditions shall remain effective, unless and until terminated by either you or WPM in accordance with the Terms and Conditions. You acknowledge and agree that WPM, in its sole discretion, may terminate or suspend your use of the Website and/or Services and may remove and discard any content within the Website, at any time and for any reason. WPM also may terminate or suspend this Agreement, at any time, without notice, and accordingly deny you access to the Website and/or Services if, in WPM' sole discretion, you fail to comply with any of the identified Terms and Conditions or any applicable law or are being harmful to the interests of another user or WPM. Upon any termination of the Agreement by either you or us, you agree to promptly destroy all materials downloaded or otherwise obtained from this Website, as well as all copies of such materials, whether made in accordance with the Terms and Conditions or otherwise. You acknowledge and agree that any actions taken under this Section may be effective without prior notice to you. In the event of termination, however, Sections of this Agreement, including without limitation Section XVIII, that provide for continuing obligations on your part, shall survive indefinitely. XIX. Miscellaneous The failure of WPM to insist upon strict adherence to any term of this Agreement shall not constitute a waiver of any term and shall not be considered a waiver or limit WPM' right thereafter to insist upon strict adherence to that term or any other term of this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or relating to use of this Website or this Agreement must be filed within one (1) year after such claim or cause of action arose, or it will be forever barred. The "Disclaimers," "Limitation of Liability," and "Indemnification" provisions of this Agreement are for the benefit of WPM, and WPM shall have the right to assert and enforce these provisions directly against you on its own behalf. XX. Additional Assistance If you do not understand any of the foregoing Terms and Conditions, or if you have any questions or comments, we invite you to contact us at: WorkPlace Media, Inc. (“WPM”)
We will communicate with you by mail, e-mail, or telephone, in accordance with your wishes and our ability to do so. UTILIZATION OF THE WEBSITE SIGNIFIES YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THE AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU SHOULD NOT USE OUR WEBSITE.
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