For purposes of these Terms of Service, the following defined terms shall have these meanings: (A) "Service(s)" shall mean any and all services on, or provided by, this Website, whether or not such services are also provided or delivered by other means or media, such as software or wireless devices; (B) "Website" shall mean this Website; (C) "Website Content" shall mean any and all human readable patent audio and/or visual elements of this Website, created or owned by Matrixpoint, or third parties, including, without limitation, any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works (including, for example, without limitation, movie trailers or episodic works), designs, logos, information, and other content made available through this Website; (D) "Website Code" means any and all underlying elements of this Website, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions contained in the underlying Website; (E) "User Account" means any account created by you, through a registration process for the purpose of accessing or using certain Services.
LICENSE TO USE THIS WEBSITE
Matrixpoint grants you a non-exclusive, non-transferable, limited right and license to access, use and privately display this Website and the Website Content as described herein for your personal use only, by way of one (1) computer connected to this Website over the Internet, provided that you comply fully with these Terms of Service. You may "cache" pages of this Website for the sole purpose of increasing the speed and efficiency at which you access this Website. Any other copy or use of a portion of this Website is not authorized, will be a violation of these Terms of Service, and will constitute a copyright violation. You shall not interfere, or attempt to interfere, with the operation of this Website in any way through any means or device, including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or any other means expressly prohibited by any provision of these Terms of Service or by law.
CHANGES TO WEBSITE AND/OR TERMS OF SERVICE
CHANGES IN WEBSITE OWNERSHIP
OWNERSHIP OF TRADEMARKS, COPYRIGHTS, INTELLECTUAL PROPERTY
This Website, Website Content, Website Code, and all copyrights, trademarks, service marks, trade names and all other intellectual property or property rights therein are proprietary to Matrixpoint and are owned by Matrixpoint and/or its licensors and content providers, and are protected by applicable domestic and international copyright laws. Unless expressly permitted in writing by Matrixpoint, you shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part this Website, Website Content or Website Code, or otherwise use this Website, Website Content or Website Code on any other website, other networked computer environment, or in any medium now known or hereafter developed (each, an "Unauthorized Use").
Any Unauthorized Use constitutes an infringement of the copyrights and other proprietary rights of Matrixpoint and/or its licensors and content providers and constitutes a violation of these Terms of Service. Any violation of copyright laws may be subject to severe civil and criminal penalties.
From time to time, and at its sole discretion, Matrixpoint may make available to users certain software that may be accessible or downloaded from this Website. In the event that you access or download software from this Website, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by Matrixpoint or a Matrixpoint-approved third party software provider ("Third Party Provider"). Matrixpoint does not transfer title to the Software to you. You own the medium on which the Software is recorded, but Matrixpoint and/or the Third Party Provider retain full and complete title to their respective Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Furthermore, your use of any Software of a Third Party Provider shall be subject to the terms and conditions set forth by such Third Party Provider and any applicable license agreement for its Software. Software from this Website is further subject to United States export controls. No software from this Website may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
Matrixpoint is pleased to hear from its customers and welcomes your comments regarding Matrixpoint products and services, including this Website. Unfortunately, however, Matrixpoint's long-standing company policy does not allow it to accept or consider creative ideas (including stories, character ideas, screenplays, and original artwork, etc.), suggestions, or materials other than those it has specifically requested (see below). While we value your feedback, we request that you be specific in your comments regarding our services and products, and that you not submit any creative ideas, suggestions, or materials. It is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by Matrixpoint or its affiliates' professional staff might seem to others to be similar to their own creative work.
If, at our request, you send or post (e.g., via message boards or contests) certain specific submissions, or, despite our request that you not send us any creative ideas, suggestions or other materials, you do so (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, the exclusive property of Matrixpoint. None of the Submissions shall be subject to any obligation of confidence on the part of Matrixpoint, and Matrixpoint shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, Matrixpoint shall exclusively own the copyright and all now known or hereafter existing rights to the Submissions of every kind and nature, in perpetuity, throughout the universe, and Matrixpoint shall be entitled to use, reproduce, modify, adapt, publish, translate, license, create derivative works from and distribute such materials or incorporate such Submissions into any form, medium, or technology now known or later developed throughout the universe, for any purpose whatsoever, commercial or otherwise, without compensation to those who provide the Submissions. In addition, you warrant that your Submissions do not violate any person's so-called "moral rights" or other similar or analogous rights under any applicable laws in any country or region of the world. Applicable law may restrict or limit the foregoing provisions of this paragraph. If so, without limitation of the foregoing, you agree that, in no event, shall Matrixpoint's total liability exceed US $5,000.00.
You agree to indemnify Matrixpoint for any and all claims, damages, losses, and causes of action arising as a result of your Submissions or your failure to comply with these Terms of Service. Matrixpoint does not and cannot review all Submissions and is not responsible for the content or substance of these Submissions. However, Matrixpoint reserves the right to delete, move, or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, in violation of copyright or trademark laws, or in violation of any person's rights of privacy or publicity, or otherwise unacceptable.
Please refer to the GUIDELINES FOR USE OF THE SERVICES below for additional information concerning Submissions.
Matrixpoint SERVICES AND RULES FOR USE
GUIDELINES FOR USE OF THE SERVICES
You are entirely responsible and liable for all activities conducted by you, and/or any other user of your User Account and of the Services, including the transmission, posting, or other provision of text, files, links, software, photographs, video, sound, music or other information or material ("Posted Content") to any portion of the Services. Listed below are some, though not all, violations that may result in Matrixpoint terminating or suspending your User Account and/or access to Matrixpoint’s Services. You agree not to do any of the following actions while using any Matrixpoint Service:
Harass, threaten, embarrass or cause distress or discomfort upon another Service participant, user, or other individual or entity;
Transmit, in connection with any Service, any Posted Content that Matrixpoint, in its sole discretion, considers to be disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or racially or ethnically-motivated, or otherwise objectionable;
Cause any chat room screen in any chat room to "scroll" faster than other users are able to type to it or any action of a similar disruptive effect;
Impersonate in any Service, any person, including but not limited to, a Matrixpoint official or representative, chat or message board leader, guide or host;
Disrupt the normal flow of dialogue in a chat room or otherwise act in a manner that negatively affects other participants;
Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation in the Services;
Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law while using or accessing any Services;
Invade the privacy or violate any personal or proprietary right of any person or entity; or Infringe the intellectual property rights or similar rights, including but not limited to copyrights and trademarks, of any person or entity.
You understand that any content that you upload and/or post on this Website or any Service shall constitute a Submission for all purposes of these Terms of Service.
Matrixpoint’s Websites may frame, and/or contain links to or advertisements about, non-Matrixpoint websites. Other websites may also reference, advertise, or link to Matrixpoint’s Websites. Matrixpoint does not endorse or sponsor other websites and is not responsible for the content of such websites. Matrixpoint expressly disclaims any statements or assertions made on non-Matrixpoint websites, and denies all liability associated with your use of, and the content on, such other websites and advertisements.
NON-UNITED STATES RESIDENTS
Matrixpoint makes no representation that the Website Content, including merchandise offered for sale on this Website, and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States of America. Those who choose to access this Website from locations outside of the United States of America do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. With respect to shipments of merchandise to consumers, wherever they may reside, title to the merchandise and risk of loss shall pass to the buyer upon delivery of the merchandise to the common carrier.
This Website is controlled and operated by Matrixpoint from its offices within the State of California, in the United States of America. Use of this Website constitutes your consent and submission to service of process under applicable United States of America or State of California law and to personal jurisdiction in a court of competent jurisdiction in the State of California for the purposes of any legal action or claim pertaining to these Terms of Service, or arising from the use of your User Account and/or any Matrixpoint Website or Service.
You understand and agree that Matrixpoint may, in its sole discretion and at any time, terminate your password, User Account, or use of any Services, and discard and remove any and all Submissions submitted or posted by you to any Matrixpoint Website or Service, for any reason. Matrixpoint may also, in its sole discretion and at any time, discontinue any Websites or Services or limit or restrict any user access thereto, for any reason. You understand and agree that Matrixpoint may take any one or more of these actions without any notice to you, prior to or otherwise. Should Matrixpoint take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your User Account, including your Registration Information and Submissions. You understand and agree that Matrixpoint shall not have any liability to you or any other person for any termination of your access to any Services and/or the removal of information concerning your User Account.
THIS WEBSITE, WEBSITE CONTENT, WEBSITE CODE, SERVICES, AND THE SOFTWARE, IF APPLICABLE, ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Matrixpoint DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT. Matrixpoint DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THIS WEBSITE, WEBSITE CONTENT, WEBSITE CODE, SERVICES OR SOFTWARE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE, WEBSITE CONTENT, WEBSITE CODE, THE SERVER THAT MAKES THEM AVAILABLE, OR THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THIS WEBSITE, WEBSITE CONTENT, WEBSITE CODE, SOFTWARE OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. Matrixpoint DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THIS WEBSITE, WEBSITE CONTENT, WEBSITE CODE, SERVICES OR SOFTWARE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT Matrixpoint) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS WEBSITE, WEBSITE CONTENT, WEBSITE CODE, SERVICES, AND SOFTWARE, AS WELL AS THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE ARE ANY DEFECTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL Matrixpoint BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE, WEBSITE CONTENT, WEBSITE CODE, OR THE SOFTWARE, EVEN IF Matrixpoint HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHILE Matrixpoint TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, Matrixpoint SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL Matrixpoint'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO Matrixpoint, IF ANY, FOR ACCESSING THIS WEBSITE.
If you believe that any Submissions or any Website Content has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
Your name, address, telephone number, and email address;
A description of the copyrighted work that you claim has been infringed;
The exact URL or a description of where the alleged infringing material is located;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
By this notice, Matrixpoint seeks to preserve any and all exemptions from liability that may be available under the copyright law, but does not necessarily stipulate that it is a service provider as defined in 17 USC Section 512c or elsewhere in the law of the United States of America or any state or territory within the United States of America.
OTHER GOVERNING LAW; ARBITRATION
These Terms of Service shall be construed and enforced in accordance with the laws of the State of California without regard to the choice of law principles thereof. You agree that any and all disputes or controversies of any nature between them arising at any time shall be determined by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a single neutral arbitrator ("Arbitrator"). The Arbitrator shall be an attorney or retired judge with at least ten (10) years experience in the software industry and shall be mutually agreed upon by you and Matrixpoint (collectively, "the Parties"). If the Parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the AAA. The fees of the Arbitrator shall be borne equally by the Parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The Parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitrator must authorize such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the California Superior Court, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitrator shall be appealed to three (3) neutral arbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeals reviewing a judgment of the California Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitrator. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the California Superior Court, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitrator shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the expenses of the appeal shall be borne as determined by the Appellate Arbitrators. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions. Prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The provisions of this paragraph shall supersede any inconsistent provisions of any prior agreement between the Parties.
Nothing in this paragraph shall prevent either party from seeking interlocutory and/or injunctive relief from a court of competent jurisdiction pursuant to the preceding paragraph.
THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
If any provision of these Terms of Service shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.
COMPLIANCE WITH LAWS
You agree to comply with all applicable laws, rules and regulations in connection with your activities under these Terms of Service, including without limitation, the applicable regulations of the U.S. Department of Commerce and the United States Export Administration Act, as amended to assure that the Website Content, Website Code, and the Software are not exported in violation of the United States of America laws.
Last Modified: January 28, 2018