Netway Terms of Service Agreement
July 10, 2015
The following is a legal agreement between you and The Netway (also referred to as we, us, or our). It describes the services we will provide to you, rights to use material provided, and other aspects of our business relationship. By accessing, browsing, subscribing and/or using this web site or the services, materials, and data provided through it (“Site”), you acknowledge that you have read, understand, and have agreed to be bound by these terms of service (“Terms”) without exception and that you will comply with all applicable laws and regulations. This agreement contains alerts to the user along with other provisions that limit our liability to you and your scope of use of the Site. Please read the Terms of Service agreement in its entirety. If you do not agree with these terms, you are not permitted to use the Site in any manner.
1. The Service and Materials
a. During the time you are permitted to access the Site, we will provide you the services and materials provided through the Site as described in this agreement. Limits may apply to your usage of the Site. We are not obligated to maintain or provide support for the Site or any data you may enter into the Site.
b. The term of this agreement shall begin on the date you register and/or first access the Site or use the services or materials provided through the Site and terminate as provided herein. If you have a pre-existing account, you acknowledge and agree that these Terms and Conditions apply and control your use of the Site.
2. Our Proprietary Rights
This is an agreement for access to and use of the Site, and you are not granted a license to any software by this agreement. You acknowledge and agree that the Site is owned by us and our property and/or, if any, our licensors. Except as stated herein with respect to individual user data, we retain all ownership rights in the Site. The Site is protected by intellectual property laws. You agree to abide by copyright and any other restrictions that may be contained in any materials accessed or provided through the Site. You shall not copy, rent, lease, sell, distribute, modify, publish, transmit, create new works from or based upon, create derivative works or replacement of, or in any way exploit, any of the services or materials, in whole or in part, provide through the Site, except as otherwise provided for in this agreement. You shall not reverse engineer, decompile, dissemble, or decipher the Site. You shall agree that any copy of the materials that you make or have in your possession shall remain unaltered and shall retain all copyright and other proprietary notices contained in it. The appearance, layout, color scheme, and design of the Site are protected trade dress and you may not use any of these without our prior written permission.
3. All data entered by users of the Site is owned by the individual user that entered the data.
All data entered into the Site by an individual user remains the property of that individual user. If such data is made available to you through the Site, you acknowledge and agree that the data remains the property of the entering user. You may use such data in connection with your use of the services provided through the Site; however, you shall not, in whole or in part, copy, rent, lease, sell, distribute, modify, publish, transmit, create new works from or based upon, create derivative works or replacement of, or in any way exploit, any of the data entered by users of the Site for any other reason or in connection with any other activity or purpose.
You agree that any data you enter into the Site is visible to all other users of the Site and us and that any information entered is not confidential and is entered at your own risk. You shall not enter any information or data into the Site that is proprietary or confidential, including that of a third party, or sensitive data, including but not limited to credit or debit card numbers; personal identification or financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards. We are not liable for the loss of or any distribution of this information by other users of the Site. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SERVICES TO COLLECT OR MANAGE SENSITIVE INFORMATION.
We encourage you to comment on the services and materials provided through the Site and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the services or materials provided through the Site, without payment or attribution to you.
You grant us and our licensors a non-exclusive, perpetual, worldwide, fully paid license to use data entered into or content developed using the Site. If such data is used and if the following is necessary, then the data will be de-identified, aggregated, or otherwise manipulated so that individual entries cannot be identified with individual users.
You grant us the right to add your name and/or company logo to our customer list and website and to include it in any of our publications.
4. Acceptable Use
The services, materials, and data provided through the Site shall only be used by educational and/or non-profit entities. You agree that you will not, through use of our site, send harassing, abusive, or threatening messages; send obscene or pornographic messages or images; send defamatory or libelous messages; send viruses or other harmful, disruptive, or destructive files; violate, plagiarize, or infringe upon the rights of any third party and/or use the Site for other unspecified conduct deemed by us to be prohibited or otherwise offensive. You agree to use the services, materials, and data provided through the Site for educational and/or non-profit purposes only. You shall not use the Site or services, materials, or data provided through the Site in connection, directly or indirectly, with a for-profit purpose or activity or on behalf of a for-profit entity.
Further, you agree to hereby indemnify, defend and hold us harmless and our officers, directors, owners, agents, employees, providers of materials, licensors and licensees from and against any and all liability, claims and costs, including, without limitation, reasonable attorneys’ fees, incurred by any of them in connection with any claim arising from or related to any breach or alleged breach by you of this Agreement or your use of the Site.
You agree to respect the intellectual property of other Site users, understand that much of the work in the Site is “in progress” and communicate directly with other users about citing, referencing, or utilizing their work in any way.
5. Unauthorized Use of Your Account.
Your account is your responsibility. Any abusive, fraudulent, or other activity deemed illegal or otherwise in breach of this agreement, in our determination, will be grounds for immediate termination of your account and your right to use or access the services, materials, or data provided through the Site. You agree not to offer your account for the purpose of any use by another party, nor shall you post, publish, transmit, pass along your login or password to another party directly or indirectly. You agree not to use an account of another person. Failure to comply will be deemed a breach of this agreement that will result in immediate cancellation of your account.
6. Limitation Rights
We reserve the right to limit, at our sole discretion, the number of programs, program areas, program models, evaluation plans and other content that you may develop using the Site. If, in our judgment, your usage of the Site damages, disables, overburdens, impairs, or otherwise exceeds an amount we have determined to be in excess of what we deem normal usage or otherwise interferes with or impairs with the operation of the Site or the provision of services and materials provided through the Site to any other party, you will receive notice and a request to reduce the activity causing such issues. Failure to moderate your usage within two (2) days will result in immediate cancellation of your account.
In addition, we reserve the right to terminate any account and delete any content that has been inactive for more than three (3) months. Users will be notified of this cancellation and be given the opportunity to remove information from the Site before it is deleted.
7. Links to other sites:
Our site may contain links to other (third party) web sites not controlled or operated by us and are provided to you only as a convenience. Our policies and procedures do not apply to third party sites. Any link from our site does not imply that we endorse, or have reviewed the third party or its site or control the content, messages or information found on such sites. We do not make any representation as to quality, fitness or appropriateness, and we disclaim all liability to you or any third party from any and all losses, claims, or damages you may incur as a result of links with third party sites. You acknowledge and agree that any reliance upon any such link, opinion, statement or other information shall be at your sole risk. You agree to indemnify, defend, and hold us harmless from any and all losses, claims, or damages, including reasonable attorneys fees and costs, we or you may incur as the result of any information from or transaction or interaction with any third party sites.
8. Access to our site by other links
Access to our site may be provided by a link on another web site. Neither we, nor our affiliates, if any, give any warranties or representations, nor shall we be held liable or have any obligation with respect to information or products provided by other sites or individuals.
9. Disclaimer; Limitations of Liability
A. You acknowledge and agree that we do not endorse or represent the accuracy or reliability of any opinion, statement, or other information distributed or displayed through the Site, including, but not limited to any data entered or developed by another user. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICES, MATERIAL, OR DATA PROVIDED THROUGHT THE SITE FOR ANY PURPOSE. THE SITE OR SERVICES, MATERIALS, OR DATA PROVIDED THROUGH THE SITE MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND MATERIAL PROVIDED THROUGH THE SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SITE AND SERVICES, MATERIALS, AND DATA PROVIDED THROUGH THE SITE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
B. Your sole and exclusive remedy related to this agreement is to discontinue use of the services, materials, and data provided or developed through the Site.
C. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
D. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ANY AND ALL LIABILITY ARISING FROM OR RELATD TO THIS AGREEMENT, YOUR USE OF THE SITE OR THE SERVICES, MATERIALS, OR DATA PROVIDED OR CONTENT DEVELOPED THROUGH THE SITE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), THIRD PARTY CLAIMS, OR UNDER ANY OTHER THEORY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SITE OR THE SERVICES, MATERIALS, OR DATA PROVIDED THROUGH THE SITE TO YOU.
10. Changes/Updates to Terms of Service
We reserve the right to update/modify/revise the Terms of Service at any time, without prior notice or consent, by updating this posting. We encourage you to review this agreement regularly. Your accessing of the Site and/or continued use of the services, materials, or data provided or content developed through the Site after any modifications to the Terms of Service shall indicate your agreement to these terms without exception. You should, therefore, periodically visit the Site to determine the then-current Terms to which you agree to be bound.
11. Indemnification
You hereby agree to indemnify, defend and hold us harmless, including our officers, directors, owners, agents, employees, providers of materials, licensors and licensees from and against any and all liability, claims, damages, losses and costs including, without limitation, reasonable attorneys’ fees, incurred by any of them in connection with, related to, or arising from: (i) your unauthorized or illegal use of the Site or the services or materials provided through the Site; (ii) your non-compliance or alleged breach of the agreement, including, but not limited to the use of your account by another party; (iii) any act or omission by you resulting in a third-party claim against us; or (iv) your inability to access or use our site.
We will: notify you in writing after receipt of notice of any such claim; give you sole control of the defense or settlement of such a claim, except to the extent any such resolution results in any obligation, liability or admission of wrongdoing or fault on our part; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
12. Governing Law
This Agreement, and the respective rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of New York, without regard to the principles of the conflicts of law. You agree submit to the sole and exclusive jurisdiction of the Federal and State Courts of New York and the service of process by registered mail or overnight courier with proof of service.
13. Modifications
We reserve the right to at any time to add, modify, or remove the features of the services and materials provided through the Site. Further, we reserve the right to, at any time, terminate, limit, or restrict, all or part of, the services provided through the Site, the materials provided through the Site, or the Site.
14. Sale of assets
In the event that we or the Site are acquired, merged, sold, reorganized, or otherwise transferred, we reserve the right to transfer our databases along with any user data contained therein. If this occurs, then we will post the notice of such action on the Site.
15. Right To Terminate
We reserve the right, in our sole discretion, to terminate this agreement and/or your account at any time, including, but not limited to for any believed breach or violation by you of the agreement or use of the Site or service or materials provided through the Site in a way that violates applicable local, state, federal, or foreign laws or regulations. In the event of such termination, you will receive an email at the email address associated with your account stating that your membership has been terminated.
16. Miscellaneous
a. Waiver: No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver, which must be in writing, on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Assignment: The agreement is personal to you and is not assignable or transferable by you without our express written consent, which shall be provided at our sole discretion. We may assign this agreement at any time at our sole discretion.
c. Non-Exclusive Remedy: Except as set forth herein, the exercise by either party of any of its remedies provided for in this agreement will be without prejudice to any other remedies provided for herein or otherwise available at law or equity. The breach or threatened breach of the agreement may result in irreparable harm to us and impair our value and that of the Site or the services or materials provided through the Site in such a way that is difficult or impossible to calculate. You acknowledge and agree that we are entitled to seek, in addition to any other remedy provided for at law, equitable relief to protect our interests, without the necessity of posting bond or surety, including, but not limited to, injunctive relief or specific performance.
d. Severability: If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law or otherwise invalid or unenforceable, the remaining portions shall remain in full force and effect.
e. Entire Agreement: Except as otherwise provided herein, the provisions of the agreement constitute the entire agreement between you and us and supersede all prior agreement, oral or written, and all other communications relating to the subject matter hereof.