Terms of Service

Last Updated: January 17, 2013

I. TERMS OF SERVICE

The following terms and conditions (the “Terms of Service”) are a binding legal agreement between FanWraps Inc.   (the “Company,” “we” or “us”) and end users (each a “User”, “Purchaser”, or “you”).  The Terms of Service, Terms of Sale and the Company’s Privacy Policy, which are each incorporated herein by reference, govern your access and use of the Company’s website, located at www.fanwraps.net (the “Site”), and the Products (as defined in the Terms of Sale) offered to you through the Site.  Please read these Terms of Service carefully.

YOU UNDERSTAND THAT BY USING OR OTHERWISE ACCESSING THE SITE YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE.  IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE.

Inquiries about the Terms of Service should be directed to:

FanWraps, PO Box 635, Union, ME 04862, info@fanwraps.net

1. Definitions

As used in these Terms of Service the following words and phrases have the following meanings:

  1.  “Content” means, collectively, any text, data, graphics, interactive features, images, photos and video clips made accessible by the Company to you, and includes any and all Company trade-marks, service marks, copyrights, trade-names, logos, domain names and other distinctive brand features or proprietary rights notices.
  2. “Intellectual Property Rights” means all intellectual property rights, whether existing under intellectual property, unfair competition or trade secrets laws, or under provincial, territorial or common law or equity, regardless of whether such rights arise under Canadian law or the law of any other country or jurisdiction, including but not limited to (i) copyrights, trade secrets, trade-marks, trade names, patents, inventions, designs, logos, and other proprietary rights as may exist now or hereafter come into existence; (ii) any application or right to apply for any of the rights referred to in this paragraph; (iii) any and all renewals, extensions and restorations thereof, and (iv) rights to sue for past, present or future infringement.
  3.  “Third Party Content” means content that is supplied and made available by third parties, and is not owned or controlled by the Company.
  1. “Third Party Sites” means third party websites which are linked from the Site, and are not owned or controlled by the Company.

2. Registration

You may register an account with the Company; however, registration is not required to make a purchase.  By registering, you give us permission to store your personal information on our servers. To register or otherwise purchase Products you must be at least 18 years of age or have parental consent.  The Products are not intended for use by children.  In the event that you, as a legal guardian, wish to allow your child to purchase Products, you acknowledge that it is your responsibility to determine whether such use is appropriate for your child.

In the event you decide to register, you must choose a username and a password.  You agree that you are responsible for safeguarding your password.  Accordingly, you agree not to disclose your password to any third party and that you will be solely responsible for any activities taken under your account, whether or not you have authorized such activities.  You must immediately notify the Company of any breach of security or unauthorized use of your account, at the contact information provided above.

You agree that any registration information you provide to us will always be correct, accurate, up to date and complete.  The Company reserves the right to refuse registration, require you to change your username or password, or cancel a username for any reason and may do so at anytime, in its sole discretion.

3. Grant of Licence

Subject to your compliance with these Terms of Service, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable licence to access the Site, solely for your personal, non-commercial use.  Any commercial use of the Site and/or the Product is strictly prohibited without prior written approval from the Company.

4. Third Party Content and Third Party Sites

The Site contains Third Party Content and links to Third Party Sites.  You agree that the Company has no control over, and assumes no responsibility of any kind for, Third Party Content or Third Party Sites or any technical, privacy or related policies associated therewith.  We encourage you to exercise caution when navigating to a Third Party Site.  You expressly release the Company from any and all liability arising from your use of or access to Third Party Content or Third Party Sites.

5. Modification of Terms of Service and Upgrades

The Company reserves the right, in its sole discretion, to update or revise the Terms of Service and to post such updated or revised Terms of Service on the Site and/or otherwise provide you with notice of the modification.  The Terms of Service will always indicate the “Last Updated Date” at the top of this document. 

The Company is not obligated to maintain or support the Site, or to provide you with updates, upgrades or services related thereto.  You understand and acknowledge that the Company may from time to time, and in its sole discretion, issue updates or upgrades to the Site.  You consent to receiving such automatic updates or upgrades and agree that these Terms of Service will apply to all such updates or upgrades.

6. Termination

In the event that you breach these Terms of Service, and without limiting other remedies, the Company may immediately terminate or suspend your username and password, if applicable, and/or cease to provide you with access to the Site.  In addition, we may notify the proper authorities, and you hereby grant your consent for us to cooperate and consult with such authorities, or take any actions we deem appropriate, without notice to you, if we suspect or determine, in our sole discretion, that you have or there is a risk that you have: (i) failed to comply with any provision of these Terms of Service or any policies or rules established by the Company; or (ii) engaged in actions that may be unlawful or cause liability, harm, embarrassment, harassment, abuse or disruption to the Company and/or third parties.

You may also terminate your username and password, if applicable, at any time and for any reason by selecting “Close Account” in your account preferences.

Any suspension, termination or cancellation of your account will not affect your obligations to the Company under these Terms of Service (including but not limited to the Terms of Sale, and provisions dealing with ownership, warranty disclaimers, indemnification and limitation of liability) or those provisions which by their nature are intended to survive such suspension, termination or cancellation.  For greater certainty, you agree that these Terms of Service govern your use of the Site, including Product purchases, whether or not you choose to register an account with Company.

7. Copyrighted Materials

YOU WILL NOT USE THE SITE TO POST, UPLOAD, INPUT, SUBMIT, DISTRIBUTE, ROUTE, PROVIDE CONNECTIONS TO, TRANSMIT OR STORE ANY MATERIAL THAT INFRINGES ANY COPYRIGHT OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF THE COMPANY OR ANY THIRD PARTY.

The Company reserves the right to disable and/or terminate the usernames and passwords of Users and/or restrict access to the Site to Users who infringe on the Intellectual Property Rights of others.  If you believe that your Intellectual Property Rights, including copyright, have been infringed please provide the Company with the following information in writing: (i) a description of the work or other intellectual property that you believe has been infringed; (ii) a description of where this work or other intellectual property is located on the Site or within the Services; (iii) your contact information, including your address, telephone number and email address; (iv) a statement by you that you have a good faith belief that the disputed use of the work or other intellectual property is not authorized by the owner, its agent or the law; (v) a statement by you that the above information is accurate and that you are the owner of the intellectual property interest or authorized to act on the owner’s behalf; and (vi) the signature of the person authorized to act on behalf of the owner of the intellectual property interest.

Please send claims of intellectual property infringement to the contact information provided above.

8. Intellectual Property Rights and Ownership

The Company and/or its licensors own all right, title and interest in and to the Site, Content and Products, including all Intellectual Property Rights associated therewith.  You will not reproduce, rent, lease, loan, modify, adapt, create derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, licence or otherwise exploit the Site, Content or Products, except as expressly set out in these Terms of Service.  You shall not delete, remove, obscure or in any way alter any Content accompanying or appearing on the Site or within the Products.

9. User Posts

The Company does not claim ownership rights in User posts.  However, by posting, submitting, publishing, inputting, providing, distributing or otherwise transmitting any communications or content through the Site, you are deemed to be granting the Company a non-exclusive, transferable, royalty-free, sublicensable, perpetual and irrevocable worldwide right and licence to reproduce, rent, lease, loan, modify, adapt, create derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, licence and otherwise use, exploit and alienate such communications or content in any form, medium, device or technology now known or later developed, including, without limitation, on third party websites and/or other platforms, mediums or settings where the Product may be sold.  By way of example, and without limiting the foregoing, the Company shall have the right to insert, place or include any and all types of advertisements within or around your posts without approval by you.  No compensation of any nature or kind will be paid with respect to the use by the Company of User posts.  You warrant and represent that you own or otherwise control or have the necessary licences, rights, consents and permissions to grant the foregoing licences to the Company.

10. Monitoring

The Company reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse, remove and/or permanently delete any User posts without notice.  The Company does not control the User communications or content that are posted, uploaded, submitted, published, inputted, provided, distributed or otherwise transmitted using the Site and does not have any obligation to monitor such activities for any purpose and, as a result, is not responsible for the accuracy, correctness, completeness, appropriateness, or legality of such communications or content.  The Company does not endorse any User posts or any opinion, recommendation, or advice expressed therein, and you agree to waive any legal or equitable right or remedy you have or may have against the Company with respect thereto.  You agree that your use of the Site is at your own risk, and the Company will have no responsibility or liability to you or any third party of any nature or kind as a result of your use of the Site.

11. Support Services

You may contact the Company with respect to all issues and/or bugs related to the Site at the contact information provided above or you may refer to the Company’s Help page.   The Company will use reasonable efforts to correct the issues and/or bugs.

12. Feedback and Independent Development

Your feedback is welcome and encouraged. You may submit feedback by contacting us at the contact information provided above or via the applicable links located on the Site. You acknowledge and agree that if you elect to provide suggestions, ideas, proposals, concepts or other feedback to us (whether written, verbal or in any other format or manner; collectively referred to herein as “Feedback”), the Company has no obligation (whether of confidentiality, compensation or otherwise) with respect to such Feedback and we will be free to use and exploit the Feedback in any manner without restriction of any kind.  You acknowledge and agree that all Feedback will be the sole and exclusive property of the Company. You hereby irrevocably transfer and assign to the Company all of your right, title, and interest in and to all Feedback.

You acknowledge and agree that the Company is engaged in creating and developing its own products, services, programs, plans, projects and applications and it is possible that we are already independently developing products, services, programs, plans, projects and applications that are similar to and/or competitive with your Feedback (including the concepts contemplated by or embodied therein).  Nothing in these Terms of Service will be construed as a representation or agreement that we will not develop (or have developed on our behalf), distribute, market or promote products, services, programs, plans, projects or applications that are similar to and/or compete with the products, services, programs, plans, projects, or applications contemplated or embodied in any Feedback or compensate you or provide you with any input or response with regard to your Feedback.

13. Restrictions and Prohibitions

You will use the Site only for the purposes that are permitted by these Terms of Service. You agree to abide by all applicable local, provincial, federal and foreign laws, treaties and regulations in connection with your use of the Site.  In addition, and without limitation, you agree that you will not do any of the following improper actions while using or accessing the Site:

i. Copy, reproduce, duplicate, modify or create any derivative works of the Site, including, but not limited to translations, localizations, adding new features or otherwise making adaptations or modifications that alter the functioning of the Site;

ii. Circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Content, including, without limitation, distributing any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information; attempting to gain unauthorized access to the Site, User accounts, computer systems and/or networks connected to the Site through hacking, password mining or any other means; impersonating any person or entity or creating a false identity to mislead the Company or others; or obtaining or attempting to obtain any materials or information through any means not intentionally made available to you through the Site;

iii. Post, upload, input, provide, submit, distribute or otherwise transmit (i) any communication or content to which you do not have the right to copy, transmit and display (including any transmission that would violate any confidentiality or fiduciary obligations you might have with respect to such communication or content); or (ii) any communication or content that breaches the Company Privacy Policy;

iv. Use or embed any meta-tags or other hidden text or meta-data utilizing the Company name, trademark or URL;

v. Post, upload, input, provide, submit, distribute or otherwise transmit via the Site any communications or content that are unlawful, vulgar, obscene, offensive, harmful, threatening, harassing, defamatory, hateful or contain objects or symbols of hate, constitute hate speech, that are invasive of the privacy of any third party, contain nudity (or otherwise constitutes pornography or erotica), are deceptive, abusive, inciting of unlawful action, discriminatory, libelous, violent, or are otherwise inappropriate as determined by the Company in its sole discretion;

vi. Post, upload, input, provide, submit, distribute or otherwise transmit any communications or content that contain software viruses or any other computer code, files, worms, logic bombs or programs that (i) disrupt, disable, damage, destroy, limit or otherwise interfere with the functionality of any computer software; or (ii) interfere with the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming or mail-bombing the Site;

vii. Attempt to or actually disrupt, disable, damage, destroy, limit or otherwise interfere with any web pages available through the Site, servers or networks connected to the Site or the delivery systems of the Company’s providers or disobey any requirements, procedures, policies or regulations of networks connected to the Site; or

viii. Encourage or instruct any other individual to do any of the foregoing or to breach any of these Terms of Service.

14. Disclaimer

Your use of the Site is at your sole discretion and risk. The Site and all Content, materials, information and Products included therein or accessed or made available therefrom, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any nature or kind. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SITE AND/OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, MERCHANTABILITY, USAGE, CUSTOM, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS.  THE COMPANY DOES NOT GUARANTEE THAT THE SITE OR PRODUCTS WILL MEET YOUR REQUIREMENTS, OR THAT THEY WILL PERFORM ERROR-FREE, UNINTERRUPTED OR AS INTENDED.

THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY CONDUCT, AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF THIRD PARTY CONTENT.

15. Limitation of Liability

IN NO EVENT WILL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY CLAIMS, LOSSES, OR DAMAGES, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS, DATA OR DATA USE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION: (I) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE OR KIND WHATSOEVER, RESULTING FROM YOUR  USE OR MISUSE OF THE SITE; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY; WHETHER OR NOT THE DAMAGES ARE FORESEEABLE, AND WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY WHATSOEVER, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND IN NO EVENT WILL THE COMPANY’S CUMULATIVE LIABILITY TO YOU EXCEED $100.

YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE LIABLE FOR THE CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

NOTWITHSTANDING THE ABOVE LIMITATION OF LIABILITY, YOU ACKNOWLEDGE AND AGREE THAT COMPANY’S LIABILITY IN CONNECTION WITH THE PRODUCTS IS GOVERNED BY THE TERMS OF SALE.  YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT COMPANY’S LIABILITY ARISING FROM YOUR APPLICATION, REMOVAL, USE AND/OR MISUSE, OF THE PRODUCT IS WAIVED IN ITS ENTIRETY.

16. Indemnification

You agree to defend, indemnify and hold harmless the Company and its employees, contractors, agents, officers and directors from any and all liabilities, claims, proceedings, damages, losses and expenses, including attorney’s fees, arising from or relating to (i) your use or misuse of the Site and/or Products, (ii) your non-compliance with the Terms of Service and (iii) your violation of any third party rights, including but not limited to claims for infringement of Intellectual Property Rights.  The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the Company in asserting any available defenses.

17. General

This agreement is governed by the laws of the Province of New Brunswick, Canada, without regard to conflict of laws rules (whether by statute or at common law), and you agree to submit to the exclusive jurisdiction of the courts located in the Province of New Brunswick, Canada.  You may not assign these Terms of Service or assign or delegate any rights or obligations hereunder, in whole or in part, without the prior written consent of the Company.  If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, 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.  A waiver by the Company of any provision of these Terms of Service, or any breach thereof, in any one instance, shall not waive such provision or any subsequent breach thereof.  Unless otherwise specified herein, this agreement constitutes the entire agreement between you and the Company with respect to the Site and/or Products and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to the Site and/or Products.  You agree to execute and deliver any such documentation and/or consents, perform further acts and provide all assistance and information reasonably requested by the Company to give effect to these Terms of Service.  Any notice or other communication to be given hereunder will be in writing and given (a) by the Company, via email (in each case to the address that you provide, if any) or by posting on the Site or otherwise within the Products and (b) by you, to the address listed above or to such other addresses as the Company may specify in writing.  The date of receipt will be deemed the date on which such notice is transmitted.  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.  Where the Terms of Service have been provided in a language other than English, you agree that the translation is provided for your convenience and that the English version of these Terms of Service shall govern to the extent of any conflict which may exist.