Welcome to Placester. Please read on to learn the rules and restrictions that govern your use of our website(s), products (including our mobile application (“App”) and services (all of the foregoing, collectively, the “Services”).
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice through the Services, by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please email email@example.com.
You may be required to sign up for an account, and select a password and user name (“Placester User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Placester User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
If you’ll be using the Services in connection with an organization or entity that you represent, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). Otherwise, you represent and warrant that you are an individual of legal age to form a binding contract.
You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.
You represent, warrant, and agree that you will not contribute any Content or User Content (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Content, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Placester’s) rights.
You understand that Placester owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
For all User Content, you hereby grant Placester a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Content, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Content is not affected.
If you store User Content in your own personal Placester account, in a manner that is not viewable by any other user except you (“Personal User Content”), you grant Placester the license above, as well as a license to display, perform, and distribute your Personal User Content for the sole purpose of making that Personal User Content accessible to you and providing the Services necessary to do so.
If you share User Content publicly on the Services and/or in a manner that others can view (“Public User Content”), then you grant Placester the licenses above, as well as a license to display, perform, and distribute your Public User Content for the purpose of making that Public User Content accessible to viewers and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Content in connection with the Services and/or otherwise in connection with Placester’s business, provided that Placester will try to notify you if it uses your Public User Content for any reason other than displaying it in connection with the Services. Also, you grant all other users of the Services a license to access, view and download that Public User Content, and to use for their own internal, non-commercial purposes.
You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide. When you delete your Placester account or otherwise stop using the Services, it may not be possible to completely or immediately delete that content from Placester’s records, so your Public User Content may remain publicly available.
Finally, you understand and agree that Placester, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Content to conform and adapt those User Content to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Placester, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review and learn how to report potentially infringing contentour view the complete Copyright Dispute Policy.
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
Placester has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Placester will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Placester shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants using the Services, or between users and any third party, you agree that Placester is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Placester, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
We may allow limited use of the Services without charge; however, to access any of the features for which we charge fees, you will need to purchase one of the various Service plans offered by Placester (each, a “Plan”). Pricing for the Plans, and a description of the features associated with each Plan, is accessible to you on our website or elsewhere via the Services at the time of purchase and is subject to update upon any renewal of your subscription to the applicable Plan. You agree to pay Placester all subscription charges and any setup fees or overage charges (if applicable) as described on the Placester website, through the App or in an order summary provided to you by Placester (collectively, the “Fees”) for each Plan you purchase. In order to set up an account with Placester, you must provide Placester with accurate and complete billing information including legal name, address, telephone number, and a valid credit card. By submitting such credit card information, you give us permission to charge all Fees incurred through your account to the designated credit card via our third party payment processor. Alternatively, you may be required to pay for the Plans you purchase by using in-app payment functionality through a payment account associated with an app store or other third party marketplace, if such functionality is supported by Placester. In either case, you must pay all applicable Fees or we may suspend your access to the Services until your account is paid in full. Any such suspension shall not affect your obligation to pay applicable charges.
Pursuant to these Terms, you are purchasing a subscription for the Plan set forth in your initial order, and agreeing to use and pay for the same as set forth in these Terms for the entire initial term of the order (the “Initial Term”), and any renewal terms. We will notify you in advance either via email or through the Services of any fee changes applicable to any renewal terms. Your subscription will automatically renew at the end of each term unless you cancel your subscription by logging into your Account and following the cancellation instructions through the Services. You agree to be financially responsible for your use of the Services, including all authorized or unauthorized use of your Account.
Recurring Fees for the Services are charged in advance on a periodic basis and are non-refundable. There will be no refunds or credits for partial service periods, upgrade/downgrade refunds, or refunds for service periods unused with an open account.
All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon Placester’s net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.
Placester is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Placester has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Your right to use any particular Plan within the Services will also automatically expire if, when you signed up for that Plan, your subscription was only for a set period of time.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately by email at firstname.lastname@example.org. We will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
If you download or install the App, or use the Services in any manner in connection with the App, the terms in this section apply to you:
Subject to your full and continued compliance with these Terms, Placester hereby grants you (and only you) a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to download, install and run the App (in object code only) for your own internal purposes solely in connection with your authorized use of the Services. No other use of the App is permitted.
Apple Terms and Conditions. If you access the App from the Apple App Store, the following terms also apply to you:
Warranty Disclaimer. Neither Placester nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Placester or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY COMPANY (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL COMPANY (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO COMPANY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold Placester, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Placester’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Boston, Massachusetts, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Boston, Massachusetts. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Placester may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Placester agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Placester, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Placester, and you do not have any authority of any kind to bind Placester in any respect whatsoever. You and Placester agree there are no third party beneficiaries intended under these Terms.
In addition, the Service contains links to outside sources, both ones we have added ourselves and ones that members have submitted. While we attempt to provide links only to those sites that share our respect for your privacy, we cannot take responsibility for the content or privacy policies of those sites. We encourage you to carefully review the privacy policies of any web sites you visit.
We do not knowingly collect or solicit personal information from anyone under the age of 13. If you are under 13, please do not attempt to register for the Service or send any personal information about yourself to us. If we learn that we have collected personal information from a child under age 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at email@example.com.
The information we gather from customers enables us to personalize and improve our Service and to allow our users to set up a user account and profile that can be used to share content and interact with others. In connection with the Service, we collect the following types of information from our customers.
We receive and store any information you enter on our Service or knowingly provide to us in any other way. The types of Personal Information collected include your name, company name, user name, address, phone number, and email address. The Personal Information you provide is used to allow you register an account with the Service and to for communicating with you about the Service and new features, products and promotions, as well as select promotions from our partners and advertisers that we think will be of interest to you. We may also draw upon this Personal Information in order to adapt the services of our community to your needs, to research the effectiveness of our network, and to develop new tools for the community.
We receive and store certain types of information whenever you interact with our Service. Placester automatically receives and records information on our server logs from your browser including your IP address, cookie information, browser information and the page you requested or parts of the Service you accessed.
Generally, our service automatically collects usage information, such as the numbers and frequency of visitors to our site and its components, similar to TV ratings that indicate how many people watched a particular show. Placester uses this information internally to understand usage trends and improve the Service, but only discloses this data in aggregate form, that is, as a statistical measure, and not in a manner that would identify you personally. We may provide aggregate information to our partners about how our customers, collectively, use our site.
Your browser may offer you a “Do Not Track” option, which allows you to signal to operators of websites and web applications and services (including behavioral advertising services) that you do not wish such operators to track certain of your online activities over time and across different websites. Our Service does not support Do Not Track requests at this time, which means that we collect information about your online activity both while you are using the Services and after you leave our Services.
We may receive a confirmation when you open an email from Placester if your computer supports this type of program. Placester uses this confirmation to help us make emails more interesting and helpful and improve our service.
Cookies are alphanumeric identifiers that we transfer to your computer’s hard drive through your browser to enable our systems to recognize your browser and tell us how and when pages in our site are visited and by how many people. Placester cookies do not collect Personal Information, and we do not combine the general information collected through cookies with other Personal Information to tell us who you are or what your screen name or email address is.
Please remember that if you choose to provide personal information in a way that is accessible to others, that information may be available to other Placester users and visitors of sites hosted by Placester as part of the Service. Individuals reading this publicly posted information may use or disclose it to other individuals or entities without our control and without your knowledge. Therefore, when using community message boards, discussion groups, or posting content in any other public-facing manner, we urge you to think carefully about including any specific information that might be used to identify you or any other information you deem private.
Personal Information about our customers is an integral part of our business. We neither rent nor sell your Personal Information to anyone. We may share your Personal Information only as described below.
Affiliated Businesses We Do Not Control: We are affiliated with a variety of businesses and work closely with them. In certain situations, these businesses sell items to you through Placester’s Service. In other situations, Placester provides services, or sells products jointly with affiliated businesses. You can easily recognize when an affiliated business is associated with your transaction, and we will share your Personal Information that is related to such transactions with that affiliated business, if you have agreed to be solicited by marketing partners during the registration process.
Agents: We employ other companies and people to perform tasks on our behalf and need to share your information with them to provide products or services to you. Unless we tell you differently, Placester’s agents do not have any right to use Personal Information we share with them beyond what is necessary to assist us. You hereby consent to our sharing of Personal Information for the above purposes.
Communication in response to content that you post via the Service: As part of the Service, you will receive from Placester email and other communication relating to your content that you post via the Service. You acknowledge and agree that by posting such content, Placester may send you email and other communication that it determines in its sole discretion are relevant to you.
Promotional Offers: We may send offers to you on behalf of other businesses. However, when we do so, we do not give the other business your name and address. If you do not wish to receive these offers, please send an email with your request to firstname.lastname@example.org. We may provide certain of your Personal Information to third parties if you affirmatively allow us to do so by opting in to an offer we make to you.
Business Transfers: In some cases, we may choose to buy or sell assets. In these types of transactions, customer information is typically one of the business assets that is transferred. Moreover, if Placester, or substantially all of its assets were acquired, or in the unlikely event that Placester goes out of business or enters bankruptcy, customer information would be one of the assets that is transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of Placester may continue to use your Personal Information as set forth in this policy.
Protection of Placester and Others: We reserve the right to access, read and release Personal Information when we believe in good faith that release is necessary to comply with that law; enforce or apply our conditions of use and other agreements; or protect the rights, property, or safety of Placester, our employees, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction.
With Your Consent: Except as set forth above, you will be notified when your Personal Information may be shared with third parties, and will be able to prevent the sharing of this information.
Your Placester account Personal Information is protected by a password for your privacy and security. You need to prevent unauthorized access to your account and Personal Information by selecting and protecting your password appropriately and limiting access to your computer and browser by signing off after you have finished accessing your account.
Placester endeavors to protect user information to ensure that user account information is kept private, however, Placester cannot guarantee the security of user account information. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time.
Placester allows you to access the following information about you for the purpose of viewing, and in certain situations, updating that information. This list will change as our Service changes.
Should you ever decide to delete your Placester account, you may do so by emailing the request to email@example.com. If you terminate your account, your profile will be removed from the site and deleted from Placester’s servers. Because of the way we maintain Placester, such deletion may not be immediate, and residual copies of your profile information or posts may remain on backup media.
If you have any questions or concerns regarding privacy at Placester site, please send us a detailed message to: firstname.lastname@example.org. We will make every effort to resolve your concerns.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS BETWEEN YOU (“PUBLISHER”) AND PLACESTER, INC. (“PLACESTER”), AND CONTAINS THE TERMS PURSUANT TO WHICH PUBLISHER ACCESSES AND PUBLISHES PLACESTER CONTENT (AS DEFINED BELOW). BY USING THE PLACESTER API TO ACCESS PLACESTER CONTENT, PUBLISHER IS UNCONDITIONALLY CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, DO NOT USE THE PLACESTER API TO RECEIVE ANY PLACESTER CONTENT.
Placester provides an online real estate listing service (the “Service”). Publisher is a real estate listing service or other person or entity that desires to publish real estate related information, images, graphics, statistics, data and other content available through Placester application programming interface (such content, “Placester Content” and such application programming interface, the “Placester API”) on its website or in another electronic or print format (“Publisher Listings”).
Publisher’s use of the Placester API is subject to all the terms and conditions of the Placester, Inc. API License Agreement, located at http://developer.placester.com which is hereby incorporated by reference.
Placester hereby grants to Publisher a non-exclusive, worldwide, license to access, use, reproduce, distribute, cache, replicate, transmit, modify (solely as described herein) and display Placester Content solely in connection with Publisher Listings. Publisher shall not modify the Placester Content, except such modifications as may be necessary to adapt the form of the Placester Content for inclusion in Publisher Listings (and which do not affect the substance of the Placester Content). Publisher acknowledges and agrees that as between Placester and Publisher, Publisher owns all right, title and interest in the Placester Content and nothing in this Agreement confers in Publisher any right of ownership in the Placester Content.
Placester may from time to time reasonably determine that there is a bona fide legal issue or other business reason necessitating withdrawal of the Placester Content. In that event Placester will provide Publisher with written notice and Publisher will remove such content from the Publisher Website as soon as commercially practicable but in no event any later than twenty-four (24) hours following Publisher’s receipt of such notice.
Publisher will not (a) except as expressly permitted in this agreement, modify, adapt or create derivative works of any Placester Content; (b) display any Placester Content in connection with any Objectionable Content. As used herein, “Objectionable Content” shall mean any material that is (w) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; (x) facilitates illegal activity; (y) depicts sexually explicitly images; or (z) promotes unlawful violence or discrimination based upon race, gender, color, creed, age, sexual orientation, disability, or any other illegal activities (all of the foregoing, “Objectionable Content”). Publisher shall defend, indemnify, and hold Placester harmless from any liability, damages, costs and expenses, including reasonable attorneys’ fees, relating to a third party claim that is related to or in connection with Publisher’s failure to comply with the obligations set forth in this Section.
The initial term of this Agreement will commence on the initial date that Publisher accesses the API to receive Placester Content and will continue until terminated. This Agreement may be terminated by either party at any time, for any reasons, upon ten (10) days prior written notice to the other party. Sections 8-10 of this Agreement, the indemnification obligations set forth in Section 5 and all accrued rights to payment shall survive termination or expiration of this Agreement. Termination of this Agreement shall terminate the licenses granted hereunder.
NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 5, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) AGGREGATE DAMAGES IN EXCESS OF THE AMOUNTS PAID BY PLACESTER TO PUBLISHER HEREUNDER.
The parties are independent contractors and not joint venturers or partners, and neither party shall have the authority to bind the other. This Agreement may be executed in one or more counterparts, each of which shall be deemed and original, and together shall constitute one in the same instrument. Any notices to be given hereunder by either party to the other may be hand delivered or sent by overnight courier to the parties’ addresses as set forth herein (or to such other address designated by a party). This Agreement supersedes all other agreements between the parties with respect to the subject matter hereof. Placester reserves the right, in its sole discretion to modify this Agreement at any time by posting a notice to Placester.com. You shall be responsible for reviewing and becoming familiar with any such modification. Such modifications are effective upon first posting or notification and any Publisher’s accessing Placester Content through the Placester API following any such notification constitutes Publisher’s acceptance of the terms and conditions of this Agreement as modified. This Agreement may be modified, amended or superseded only by a written document signed by authorized representatives of both parties. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws provisions. This Agreement may not be assigned by Publisher without the prior written consent of Placester. This Agreement shall be binding upon, and inure to the benefit of, any successor or permitted assign of the parties. The parties agree that if any provision of this Agreement is or becomes unenforceable or invalid for any reason, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of the Agreement shall be binding and in full force and effect. No delay or omission by any party enforcing any of its rights or remedies hereunder will impair such rights or remedies or be deemed to be a waiver thereof. No waiver of any rights or remedies hereunder will be deemed to be a continuing waiver of such rights or remedies.
In accordance with the DMCA, we’ve adopted the policy below toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.
If a counter-notice is received by the Designated Agent, Placester may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Placester may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Placester’s discretion.
Please contact Placester’s Designated Agent at the following address:
Director, Strategic Initiatives
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