By accessing or using the Service, you agree to abide by this Agreement, as it may be amended by Company from time to time in its sole discretion, and that such agreement constitutes a binding contract between you and Company. In addition, when visiting or using certain Company owned or operated Services, you shall be subject to any posted agreements, guidelines, rules or terms of service. (For example, the User License and Subscription Agreement is required to sign-up for the Untapped SEO Program.) You hereby agree to comply with all such agreements, guidelines, rules or terms of service, as they may be amended by Company from time to time in its sole discretion. It is your responsibility to review this Agreement periodically, and if at any time you find this Agreement unacceptable, you must immediately leave the Websites and cease all use of the Service.
2. REGISTRATION, USER ACCOUNT, PASSWORD AND SECURITY
In consideration of your use of the Service, you represent that you: (i) are of legally sufficient capacity to form a binding contract; and (ii) are at least 18 years of age (21 years of age where 18 is not the age of majority). If you open an account to enhance your use of the Service, you must: (x) complete the registration process by providing true, accurate and complete information requested on the registration form ("Registration Data"); (y) maintain the accuracy of the Registration Data; and (z) provide a user name and password. You are entirely responsible for the confidentiality and use of your user name and password. You may not use the account, username, or password of someone else at any time. You are responsible for all electronic communications, including account registration and other account holder information, email, financial and other content ("Electronic Communications") entered through or under your user name and password. Company will act as though any Electronic Communications it receives under your user name and password will have been authorized by you. You agree to notify Company immediately of any unauthorized use of your account, user name, or password.
Company reserves the right to charge for the Service, or any of its component parts, and to change its fees from time to time in its sole discretion. If Company terminates your access to and use of the Service, or any part thereof, because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees paid.
5. USE OF SOFTWARE
Company may make certain software available to you from the Service. If you download software from the Service, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, "Software") are deemed to be licensed to you by Company, or its licensors, for your personal, noncommercial, nonexclusive, home use only. Downloading or using the Software is at your sole risk.
6. USE RESTRICTIONS
Company imposes certain restrictions on your permissible use of the Service. You agree that you will not:
You further agree that you will not create links from any website or web page to the Service, except that you may link to the home page of the Service ("Homepage"); provided that the link to the Homepage must be accompanied by a clear and prominent attribution at the point of origin indicating that the link is connected to the Homepage. For example, prominently positioning the "UNTAPPED™" trademark such that there is clear association between the trademark and the destination of the link would be acceptable. You agree that you will not juxtapose the " UNTAPPED™" mark and the link with your name or any other material(s) in a manner which might create any confusion that there is any affiliation or association between Company, and you or any other person or entity. If Company, for any reason in its sole and absolute discretion, requests in writing that you remove any link or links to the Homepage, you agree to promptly comply. You agree that if you create any link to the Homepage that you will not employ any technology that results in the placement of content from the Service in a frame and/or a reduced pop-up window and/or any other display mechanism which changes the Service content from how it normally appears in a browser.
Company reserves the right to investigate suspected violations of this Agreement. When Company becomes aware of possible violations, Company may initiate an investigation which may include gathering information from you or companies involved and the complaining party. If Company believes, in its sole discretion, that a violation of this Agreement has occurred, it may take responsive action. Such action may include, but is not limited to, temporary or permanent blocking of your access to the Service and/or deleting any materials from Company’s system. Company, in its sole discretion, will determine what action will be taken in response to a violation on a case-by-case basis. Violations of this Agreement could also subject you to criminal or civil liability. Company reserves the right to release the contact information of users involved in violations of system security to system administrators at other sites, in order to assist them in resolving security incidents. Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Service, you acknowledge that you will have caused substantial harm to Company, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Company $50 for each such unsolicited email or other unsolicited communication you send through the Service.
7. USER CONTENT
By submitting, posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content ("User Content") to an area of the Service that is intended by Company to be publicly accessible, including without limitation any bulletin boards, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to exchange thoughts and opinions with other members of the public, you are: (i) granting Company, and its affiliates, a worldwide, royalty-free, perpetual, sublicensable, transferable, non-exclusive license to use the User Content in connection with the operation of the Internet business of Company, and its affiliates, including without limitation, a right to use, host, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content; (ii) representing and warranting that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content. You will not be compensated for any User Content. All User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated. You are solely responsible for all User Content that you upload or otherwise transmit via the Service, and for confirming the sufficiency and reliability of any User Content posted by others that you may use or rely upon. Company does not control User Content uploaded or otherwise transmitted by you or other users via the Service and, as such, does not guarantee the accuracy, integrity or quality of such User Content. Company and its designees shall have the right (but not the obligation) in their sole discretion to refuse or to remove any User Content contained on the Service at any time for any reason with or without notice. Always use caution when posting any personally identifying information about yourself or your children on the Service.
8. USER SUBMISSIONS
Any comments, feedback, suggestions and ideas disclosed, submitted or offered to Company in connection with your use of the Service (collectively "Submissions") shall be owned exclusively by Company. You agree that Company shall: (i) not be under any obligation of confidentiality, express or implied, with respect to the Submissions; (ii) be entitled to use or disclose Submissions for any purpose, without restriction worldwide; and (iii) not owe you any compensation or reimbursement of any kind under any circumstances for use or disclosure of Submissions.
9. INTERNATIONAL COMPLIANCE
You agree to comply with all local laws and rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United Kingdom, the United States and the country in which you reside (if different from the aforementioned). Software available in connection with the Service may be subject to export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of any applicable export laws.
10. THIRD PARTY SERVICES AND SITES
The Service may provide links to other World Wide Web sites or resources. Your business dealings with any third party, third party website or third party content (collectively "Third Party") found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations, associated with such dealings, are solely between you and such Third Party. Company makes no endorsement or guarantee about the content, goods or services provided by such Third Party. Company shall not be responsible for any loss or damage of any sort incurred as the result of: (i) any dealings or transaction between you and any Third Party or as the result of the presence of such Third Party on the Service; (ii) any insufficiency of or problems with any such Third Party's background, insurance, credit or licensing; or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that you have a dispute with any such third party, you release Company, its parent, subsidiaries, affiliates, directors, officers, employees, agents, partners and licensors, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Unless expressly provided otherwise, this Agreement governs your use of any and all third party content.
11. STORAGE AND ACCESS
Company may, in its sole discretion: (i) limit the duration and frequency of your access to the Service; and (ii) delete accounts that are inactive for an extended period of time. Company shall have no responsibility or liability for the deletion or failure to store any account, messages, postings, communications or other content maintained or transmitted by the Service.
Company may, in its sole discretion, without prior notice and without any liability to you, (i) revise this Agreement; (ii) modify the Service; and (iii) discontinue any of the Service, or any of its constituent parts, at any time. Company shall post any revision to this Agreement, and the revised Agreement shall be effective immediately on such posting. You agree to review this Agreement and other online policies posted on the Service periodically to be aware of any revisions. Your continued use of any of the Service shall constitute your acceptance of the revised Agreement. If you do not agree to any of such changes, you may terminate the Agreement and immediately cease all access and use of the Service. You agree that such termination will be your exclusive remedy if you do not wish to abide by any changes to the Agreement.
You acknowledge and agree that Company may at any time in its sole discretion terminate your access to and use of the Service, or any part thereof, with or without notice and without any liability to you. You agree that upon termination Company may delete all files and information related to your account and may bar your access to your account and the Service, and that you will immediately return or destroy any Company Software in your possession or control.
14. PROPRIETARY RIGHTS
You agree that as between the parties, Company is the exclusive owner of the Service, Software, and all constituent parts, including without limitation, all software code, any content on the Service (excluding User Content), HTML scripts, the uniform resource locators (URL’s) for the Websites, the organization and layout of the Service, all Company trademarks (including without limitation UNTAPPED and the UNTAPPED logo), trade names, service marks, trade dress and logos, all enhancements and improvements thereto, and derivatives thereof, and all patent, copyright, trademark, trade secret, trade dress and other intellectual property rights therein throughout the world (collectively the "Company IP"). Any goodwill attached to, or generated by, such Company IP is owned exclusively by Company, or its licensors, and shall inure solely to the benefit of Company, or its licensors. Nothing contained herein or on the Service should be understood as granting you any right or license to any of the Company IP, except as expressly granted herein. All rights not expressly granted herein are reserved by Company, or its licensors. Company, or its licensors, retains full and complete title to the Company IP. You shall not: (i) include Company IP in your corporate name and/or domain name; (ii) obtain, use, register, or otherwise acquire any trade names, trademarks, service marks, and/or trade dress that are confusingly similar to Company IP; (iii) have any claim of ownership in the Company IP; (iv) sell, redistribute, transfer, sublicense or reproduce the Company IP, nor may you decompile, reverse-engineer, disassemble, or otherwise convert any of the Company IP to a human-perceivable form; and (v) use or copy the Company trademarks, except as specifically set forth herein. This Agreement does not limit any rights that Company may have under trade secret, copyright, patent, trademark or other laws. You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in any sponsor advertisements or information that may have been presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
15. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THE SERVICE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. COMPANY, ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS: (A) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (B) MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) ANY SERVICES OR INFORMATION OBTAINED FROM THE SERVICE WILL BE ACCURATE, APPROPRIATE, COMPLETE, CORRECT, RELIABLE, SUFFICIENT OR TIMELY, (IV) THE QUALITY OF ANY PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICE WILL BE FIXED; AND (C) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE AGREEMENT OR THE SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF CONTENT THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
16. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY, ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY ACTUAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, CONTENT OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY GOODS, CONTENT, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. YOU ALSO AGREE THAT COMPANY WILL NOT BE LIABLE FOR ANY (A) INTERRUPTION OF BUSINESS, (B) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEBSITES OR OTHER WEB SITE(S) YOU ACCESS THROUGH THE SERVICE; (C) CONTENT NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; OR (D) EVENTS BEYOND COMPANY'S REASONABLE CONTROL. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY. YOU SHALL NOT BE ENTITLED UNDER LOCAL LAW OR OTHERWISE TO RECEIVE ANY PAYMENT FROM COMPANY, WHETHER FOR ACTUAL, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS OR EXPENSES AS A RESULT OF EXPIRATION OR TERMINATION OF THE AGREEMENT OR TERMINATION OF YOUR ACCESS TO THE SERVICE, ALL OF WHICH YOU EXPRESSLY WAIVE. YOU ACKNOWLEDGE THAT YOUR ACCEPTANCE OF THIS SECTION HAS MATERIALLY INDUCED COMPANY TO ENTER INTO THE AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, COMPANY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold Company, its parent, subsidiaries, affiliates, directors, officers, employees, agents, partners and licensors, harmless from and against any and all claims, demands, losses, liability, costs and expenses (including but not limited to attorneys' fees) arising from content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the terms of this Agreement, or your violation of any third party's rights, including but not limited to infringement of any intellectual property right, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this Agreement.
18. CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Service. Company has adopted a policy that provides for the immediate suspension and/or termination of any Service user who is found to have infringed on the rights of Company or of a third party, or otherwise violated any intellectual property laws or regulations. Company’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit, or disable the material in question, you must provide Company with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; (d) information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Company’s designated agent at:
19. GENERAL INFORMATION
The Agreement constitutes the entire agreement between you and Company and governs your use of the Service, superseding any prior agreements between you and Company (including, but not limited to, any prior versions of the Agreement) with respect to its subject matter. You also may be subject to additional terms and conditions that may apply when you use affiliate or other Company services or products, third-party content or third-party software. In the event any term contained in this Agreement conflicts with any other term contained in any other agreement referenced in this Agreement, the terms of the other agreement shall control. Except as otherwise provided in this Agreement, this Agreement may only be modified in a writing signed by an authorized officer of Company.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or use of the Service. Company's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Company's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by Company with respect to such use.
Notices hereunder shall be in writing and shall be deemed to have been fully given and received when properly addressed to: (a) Company at its principal address listed on its Website; (b) user at the mailing address set forth in the Registration Data; or (c) such other address as a party may give notice in the same manner set forth herein; and are delivered by: (i) nationally recognized overnight courier; (ii) registered or certified mail, return receipt requested, postage prepaid; or (iii) email, if to user. Company may also provide notices of changes to this Agreement or other matters by displaying notices or links to notices to you generally on the Service.
You may not assign this Agreement. Company may assign or transfer the Agreement or its rights or obligations hereunder without notice or your prior approval. This Agreement is for the sole benefit of the parties hereto and does not create any third-party beneficiaries, whether intended or incidental. The Agreement will inure to the benefit of Company and its successors and assigns. The failure of Company to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
This Agreement is governed exclusively by the laws of England, without regard to the United Nations Convention on the International Sale of Goods. The parties hereby submit to the exclusive personal jurisdiction of, and agree that any controversy, claim or legal proceeding with respect to or arising under the Agreement shall be brought in the courts located in England. You further irrevocably consent to the service of process in any such action or proceeding by the delivery of a copy of such process to you at the address set forth in the Registration Data. You agree that any claim or cause of action arising out of or related to use of the Software or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The prevailing party in any claim or proceeding shall be entitled to reimbursement of reasonable attorneys’ and experts’ fees and costs. You hereby acknowledge that a breach of this Agreement may cause irreparable harm and significant injury to Company that may be difficult to ascertain, and that a remedy at law may be inadequate. Accordingly, You agree that Company shall be entitled, without waiving any additional rights or remedies otherwise available to Company at law or in equity and without the necessity of posting bond, to seek injunctive and other equitable relief in the event of a breach or intended or threatened breach by You. Notwithstanding anything to the contrary, Company shall be entitled to seek and obtain injunctive relief in any court of competent jurisdiction. You are solely responsible for your interactions with other users of the Service. Company reserves the right, but has no obligation, to monitor disputes between you and other users of the Service.
Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement. The Service is controlled and operated by Company from its offices in England. Company makes no representation that any of the Service to which you have been given access are available or appropriate for use outside of England. Your use of or access to the Service should not be construed as Company’s purposefully availing itself of the benefits or privilege of doing business in any jurisdiction other than England.
If any provision of this Agreement, including without limitation, the warranty disclaimers and liability limitations set forth above, is found by a court of competent jurisdiction to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
The section titles in the Agreement are for convenience only and have no legal or contractual effect. Sections 5 through 19 of these Terms of Service shall survive the termination of this Agreement. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.