Caribonix Terms of Service Agreement
Date of Last Revision: May 24, 2016
- General and Acceptance
Caribonix (including its various affiliates and subsidiaries, “Caribonix” or “we” or “our” or “us”) provide a collection of tools, resources to manage a website or an online store with related professional and other services (collectively, the “Services”) directly and through the website and associated domains of http://www.caribonix.com (the “Sites”).
If you do not agree to these Terms of Service or any of the Guidelines, you must cease use of the Services. By using our Services in any way you agree that you have read and understand, have the capacity and authority to accept and to comply with the Guidelines.
- House Rules and Terms of Services
You understand and agree to all of the following:
- You hereby certify that you are 18 years of age and older.
- You will provide your full legal name and keep all your contact and billing information accurate and current as well as guarantee that the email address associated with your Caribonix account is valid at all times and is checked regularly.
- You acknowledge that Caribonix will use the email address you provide as the primary method for communication.
- You will not use the Services to violate any applicable law or regulation or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.
- You will not use the Services to impersonate another person.
- You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Caribonix without our express written permission.
- You may not send unsolicited messages (also known as junk mail or SPAM) to promote any Websites published on the Sites.
- You are responsible for all activity related to your account. You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or that may impact the ability of any User to access the Services.
- You will not access the Services through automated methods. The Services may only be used or accessed through an electronic device through manual control at all times.
- You may not upload individual files larger than 10MB, except audio files which may be up to 120MB.
- You may not send messages using the Services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages or postings.
- You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services by any means other than through the interfaces provided by Caribonix.
- You are responsible for keeping your password secure. Caribonix cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
- You will not attempt to or actually override any security component included in or underlying the Services.
- You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Caribonix’s infrastructure.
- You will not publish Content, or links to Content, that is:
- Pornographic, sexually explicit, or violent.
- Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
- Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
- Breaches another’s privacy.
- You will not publish Content that is spam, is machine- or randomly-generated, and/or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).
- You verify that your country of residence is the same as your billing address.
Caribonix may determine in its sole discretion whether or not an account is in violation of any of our policies. Violation of any of these policies may result in User information tracking with such information being stored to identify the offending User. Offending Users may be permanently restricted from holding an account or using the Services. If Caribonix reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased. We may also report you to law enforcement officials in the appropriate jurisdictions.
- Intellectual Property and Proprietary Data; Marks; Templates
We own all Services and materials available on the Sites, and all Services and materials provided by or through Caribonix, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, Caribonix trademarks, logos, service marks, trade names software, all informational text, software documentation, design of and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. All Caribonix trademarks and service marks, logos, slogans and taglines are the property of Caribonix. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on Caribonix without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.
Subject to this Agreement, all free and premium templates or themes (collectively, “Designs”) offered by Caribonix are copyrighted material and are considered part of the Sites. Such Designs are offered for use to Caribonix Users under a limited license only, and are not offered for sale or unbridled use. Such license limits use of Caribonix Designs to Websites hosted by Caribonix. Caribonix Designs may not be transferred to or hosted on another web host or Internet Service Provider.
- Rights to Use Our Materials and Designs
Subject to this Agreement, Caribonix hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Materials and Designs through a user identification reference provided by Caribonix (“User ID” or “User Name”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement. This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials and Designs or otherwise distribute in any way the Materials and Designs other than as specifically permitted in this Agreement. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials and Designs, create derivative works based on or in any manner commercially exploit the Materials and Designs, in whole or in part, other than as expressly permitted in this Agreement. Any use of the Materials and Designs for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.
We will provide you one User ID for each account held by you, thereby permitting you access to the Materials and Designs on one computer at a time through the Sites. You agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information. Your failure to do so may result in the cancellation of your account and loss of Services. You further agree (a) not to provide User IDs to anyone who is not your employee, and (b) to ensure all individuals permitted to use the User IDs are aware of and have agreed in writing to comply with the terms of this Agreement.
As part of the Services, we may provide you a sample website which may be populated with sample content provided by us to illustrate how your final site might look (“Sample Content”). You agree that you will not make this Sample Content publicly available and that you will remove all Sample Content from your site before permitting any third party Users to access or view your site.
- Proprietary Rights to Content and User Data
You control and are therefore legally responsible for the Websites you create using our Services, Caribonix does not claim any ownership rights for any information, data, text, files, software, music, sound, photographs, graphics, video, messages, comments, recommendations, forums, listings, logos, trademarks, postings or other materials uploaded, posted by you or by Visitors or Members of your Websites or stored in connection with your use of the Services (collectively, “Content”). Caribonix is not responsible for any Content located in your Websites and Caribonix has no obligation to monitor such Content or Websites. You are therefore responsible for the removal of any such Content that is in violation of our Terms of Service and ensuring compliance with this Agreement. You hereby grant Caribonix a worldwide, royalty-free, non-exclusive license to host, distribute and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Content regularly and frequently.
- Your Obligation to Protect User Data
- User Support
As a Website Creator, you are responsible for implementing and maintaining all support for your Websites, including answering questions from your Members and Visitors. If you are a Website Creator and have any question with regards to your account, please visit our Help & Support Center for answers to common questions or please visit our article on How best to Contact Us.
- Granting Us Access to Other Accounts and Services
Some of our Services may require you to grant us access to or require you to provide login information and password information for accounts or services you may have with third party service providers. When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access and you have all the necessary contractual and legal rights to give us such access.
- Customer’s Name and Trademarks; Customer Feedback; Customer Submissions
As a Website Creator you hereby grant Caribonix a non-exclusive right and license to use your name, likeness, or other personal attributes and such of Website Creator’s trade names, trademarks, and service marks (collectively, “Customer’s Marks”) as are provided to Caribonix in connection with this Agreement (a) on Caribonix owned Websites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing Caribonix’s Services and (c) in applications reasonably necessary and ancillary to the foregoing.
Any questions, comments, suggestions, ideas, feedback, or other information provided by you to us (“Comments”) are not confidential and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
Caribonix makes no representations or warranties with respect to any forums, blogs, private messages, emails, or other electronic discussion mediums made available on or via the Services (collectively, “Discussion Areas”) or with respect to any messages, information, or materials contained in the Discussion Areas. User’s use of, or reliance upon, any such messages, information, or materials is at the User sole risk and expense. Caribonix does not, and cannot, review all of the information and materials provided in the Discussion Areas and has no responsibility or liability for any such information or materials or their use. If Caribonix becomes aware of any information or materials that it determines violate these Agreement or the Discussion Areas’ policies promulgated by Caribonix from time to time or that Caribonix otherwise deems inappropriate in its sole discretion, Caribonix reserves the right to delete, move, or edit any such information or materials.
- Monitoring Websites and Content
Caribonix may, but has no obligation to, monitor Content on the Sites or Websites created using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Caribonix or its Users, or operate the Services properly. Caribonix, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. Caribonix may, in its discretion, also require you to place all or any portion of the Content behind password protection. If Caribonix has requested Content be placed or has placed Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If Caribonix requests that you place any Content behind password protection and you fail to do so promptly, Caribonix may (a) place such Content behind password protection itself, or (b) immediately terminate this Agreement.
- Copyright Infringement and Complaint Policy
If you believe any Materials infringe your copyrighted works, you may provide a notification of claimed copyright infringement to our Designated Agent for copyright complaints. Please see our Copyright Complaint Policy for further information.
- Your Website Subdomains
When you create Websites, Caribonix may provide you or allow you the flexibility to choose your own subdomain for your Websites (e.g.,” mysite” in the example: http:// mysite.caribonix.com) (” Website Subdomain”). Caribonix maintains ownership of this Subdomain and grants you a limited, non-exclusive, non-sub licensable, non-transferable, freely revocable, license solely to use the Website Subdomain on the Sites. The Website Subdomain you choose for your Websites and account are non-transferable. You will be solely responsible and liable for any activity that occurs under your Website Subdomain and account. At any time, however, you may purchase your own custom domain name.
- Selling Through Caribonix
- You may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent. Commercial Products sold using the Services must comply with all applicable laws, including Commercial Products sold to individuals outside of Dominica or U. S. Items identified as “not for distribution within the Commonwealth of Dominica, the United States or any other applicable country” may not be sold using the Services.
- You may not offer or sell Commercial Products that infringe or have the potential to infringe the intellectual property rights or proprietary rights of another.
- You may not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.
- You may not offer or sell any Commercial Products that are manufactured as, or primarily intended to be used as, weapons, including firearms, restricted devices or ammunition. We reserve the right to determine, in our sole discretion, whether Commercial Products constitutes “weapons” for purposes of this Agreement.
- You may not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon an individual’s privacy or that may be libelous, slanderous or otherwise defamatory.
- You may not use name, likeness, or other personal attributes of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.
Without limiting anything else in this Agreement, we may immediately remove Content related to the offer or sale of Commercial Products in violation of this Agreement. If you sell a Commercial Product using our Services, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.
- Export of Services or Technical Data
Customer may not remove or export from the Commonwealth of Dominica or the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the Commonwealth of Dominica, the United States or any other applicable country.
- Premium Service
Our Premium Services include various options for our Website Creators such as using your own domain name, custom e-mail address, and the addition of storage space. Current categories and prices of our Premium Services are described here. All prices are subject to change from time to time. Caribonix may choose to temporarily change the fees for the Premium Services for promotional or new services, and such changes are immediately effective when Caribonix posts the temporary promotional event or new service on the Sites. Any changes to fees for Premium Services that are not temporary or promotional will be effective immediately upon the next renewal, or upgrade or downgrade of the Services with and/or without notice to Customer. Unless otherwise stated, all fees are quoted in U.S. Dollars.
- Other Paid Services
In addition to Premium Services, as a Website Creator you may purchase other paid services (collectively with Premium Services and Advanced Premium Services, the “Paid Services”) which may be provided as a one-time transaction or recurring subscription in connection with an Application or as additional Services. Such Paid Services may be provided solely by us or in collaboration with Application Developers, affiliates or business partners. You may be presented with additional terms related to a specific purchase before you confirm such transaction. Those additional terms will also govern that transaction.
If you enter into any transaction with a third-party, such as by purchasing an item through any Websites hosted on the Sites, and have a dispute over the Commercial Products you purchased we have no liability for such Commercial Products. Although we may intervene in disputes between Users concerning payments, we have no obligation to do so.
- Payments and Fees
As a Website Creator you are responsible for paying all fees and applicable taxes associated with the Paid Services in a timely manner with a valid payment method. You authorize Caribonix to charge your credit card, charge card, debit card, PayPal, or financial institution account (herein “Payment Method”) for all charges to your accounts with Caribonix. When you provide a Payment Method to us, you confirm that you are permitted to use that Payment Method. You also authorize us to collect and securely store it, along with other related transaction information. If you purchase any Services that we offer for a Fee, you authorize us (and our designated third party payment service providers) to charge you (i) the full Fee or a monthly Fee or an annual Fee for any applicable Services billed on a subscription or recurring basis, (ii) any other Fees for Services you may purchase, and (iii) any applicable taxes in connection with your use of the Services to the Payment Method you provide and to reimburse us for all collection costs and interest for any overdue amounts to the Payment Method you designate for the transaction. For Premium Services, we only offer subscription or recurring payments; therefore, you agree that Caribonix may automatically charge the Fee to your Payment Method at the beginning of each recurring period. For example, if you choose a Premium Service with a monthly plan, you will be billed every month on the anniversary date of the date you clicked the “Purchase” button. Additionally, we may offer a pre-pay payment option for payment of Premium Services (“Pre-Payment Plan”). If you opt for a Pre-Payment Plan, your Payment Method will be charged the then-current Fee for that Premium Service at the commencement of each renewal period.
- You may agree to a one (1) month or twelve (12) month contract agreement with Caribonix.
- You can opt to upgrade or downgrade your service agreement to any other contract agreement that Caribonix is currently offering for sale at any time during your contract term.
- At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. Cancellation must be issued via your Website manager interface or via Caribonix’s support addresses. Any cancellation issued via your website manager interface must be done at least one (1) day prior to the end of the contract term. Any cancellation not issued via the website manager interface must be done least five (5) calendar days prior to the end of the contract term to allow for adequate processing time.
- Only Services and features clearly indicated as “Free” or “No Charge” are free or without charge. It is not the responsibility of Caribonix to provide free support for you in the use and operation of Caribonix. All other applications, features, functionality and support provided by Caribonix and its partners are provided for the fees described for each service on the Site (“Fees”) and you are liable for such Fees.
- If you registered for a trial use of the Services (“Trial Period”), you must decide to purchase the Services within the Trial Period in order to retain any Content that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Services during the Trial Period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the Trial Period
- If the Payment Method you provide to us is not valid and you do not provide a new Payment Method or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.
- If payment is not received within 7 calendar days of the billing date, unpaid Fees are subject to a late payment charge of 5.5%, or the maximum legal rate allowed by law, whichever is less. Caribonix may automatically suspend Services or Websites publishing rights (which means your Websites will not be accessible by Users publicly) if Fees cannot be processed via your provided Payment Method on billing date. Caribonix may or may not contact you directly to notify you of its unpaid account. Accounts past due over 90 days will automatically be deactivated.
- It is your obligation to review all Fees charged for accuracy. You have 30 days from the date of billing to contact Caribonix and/or dispute the Fees charged. Failure to do so within the specified time frame will constitute your agreement that all Fees charged are valid and you thereby waives any claims it may have had regarding such Fees.
- Caribonix Services are NON-REFUNDABLE. CARIBONIX DOES NOT PROVIDE REFUNDS FOR ANY PARTIAL DAYS, MONTHS OR YEARS. HOWEVER UNDER CERTAIN CONDITIONS UNUSED RESOURCES MAY BE CONVERTED TO CREDITS.
- Caribonix Credits
You may purchase or earn credits on the Sites (“Caribonix Credits”) that you may redeem to receive various Services. Even though we may use terms like “purchase,” “buy,” “sell,” and “order” to refer to transactions related to Caribonix Credits, we don’t transfer an ownership interest in those items. Instead, those credits are licensed to you. Therefore, when you purchase or receive credits, you do not own the credits; rather, you receive a limited right to use such credits in connection with certain features and Services on the Sites, such as the purchase of additional Services. Please note that purchases of Caribonix Credits are non-refundable, and you may not transfer or sell your Caribonix Credits to anyone. We may change the purchase price for Caribonix Credits at any time as well as the way that you can use or transfer the credits. We also reserve the right to stop issuing Caribonix Credits. Caribonix Credits are not redeemable for any sum of money or monetary value from us unless we agree otherwise in writing. Unused Caribonix Credits are valid for twelve (12) months from date purchased or earned, credits may be automatically used by us as payment for due Fees. If your account is cancelled or disabled, you will lose any accumulated credits.
All Fees are exclusive of all local or other governmental sales, Commercial Products, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
You are fully responsible for paying any or all governmental Taxes and fees of any nature associated with your use of the Sites and our Services, including, but not limited to, sales, use, or value added Taxes related to the purchase or sale of Commercial Products. Caribonix shall not be liable for any Taxes or other fees to be paid in accordance with or related to the Commercial Products. When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales Taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as Materials or in connection with the Services indicating estimated Taxes due are for illustration purposes only. You take full responsibility for all Taxes and Fees of any nature associated with Services, including any sales tax related to the purchase or sale of Commercial Products.
If requested, you will promptly furnish to Caribonix the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. To the extent that Caribonix is obligated to collect such Taxes, the applicable tax shall be charged to these Users in addition to our Fees.
- Termination and Effects of Terminating
This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein.
- Services may be terminated by us, without cause, at any time.
- Services may be terminated by you, without cause, by following the cancellation procedures set forth in Section 17(3).
- Caribonix may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
- Notice of termination of Services by Caribonix may be sent to the contact e-mail associated with your account. Upon termination, Caribonix has the right to delete all data, files, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Sites or Website, or any other information that is stored in your account.
Upon terminating your account, this Agreement terminates and your access rights to the Sites and any Websites immediately cease to exist. For Content you wish to delete from the Sites, you can delete it by going to each of the Websites to which you’ve contributed. Caribonix is not responsible for deleting Content on your behalf and Caribonix will not have any obligation to assist you in migrating your data or your Websites off of the Sites. Note that, even if Content is deleted from Caribonix’ active servers, it may remain in our archives (although we have no obligation to archive or back-up your Content).
- Backup Storage
Caribonix offers its Services to host Websites, not to store data. Using an account as an online storage space for archiving electronic files is prohibited and will result in termination of Services without prior notice. For its own operational efficiencies and purposes, Caribonix from time to time backs up data on its servers, but is under no obligation or duty to Users to do so under this Agreement. IT IS SOLELY USER’S DUTY AND RESPONSIBILITY TO SEPARATELY BACKUP USER’S FILES AND DATA WHICH MAY RESIDE ON CARIBONIX SERVERS. UNDER NO CIRCUMSTANCES WILL CARIBONIX BE LIABLE TO ANYONE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY FOR LOSS OF USER’S FILES AND/OR DATA ON ANY CARIBONIX SERVERS.
- ERRORS AND ACCESS TO SITE
YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEBSITES; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. CARIBONIX WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT CARIBONIX MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.
- Third Party Websites; Third Party Services; Third Party Content and Interaction; No Implied Endorsement
You agree to comply with the license and restrictions applicable to each item of Content you post, copy, access, or use. You understand that by using the Sites you may be exposed to Content that is offensive, objectionable, or indecent, and that you use the Sites at your own risk. Content from other Users or third parties is made available to you through Websites and the Sites. The inclusion of any such Content on the Sites does not imply our affiliation or endorsement of such Content. Because Caribonix does not control such Content, you agree that Caribonix is not responsible for any such Content, including without limitation, any advertising and information about third-party Commercial Products, or the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of any such Content. Your interactions with other Users and third parties on the Sites, including payment and delivery of Commercial Products, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the User or third party as applicable. Like with any web-based interaction, we suggest that you use caution and good judgment. You agree that Caribonix is not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User’s or third party’s use or disclosure of your personal information. If there is a dispute between you and any third party (including any User), Caribonix is under no obligation to become involved. You release Caribonix, its officers, directors, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users and third parties.
Caribonix, Website Creators, Users or third parties may provide hyperlinks on the Sites or Websites, or any other form of link or redirection of your connection to other sites (“Third Party Sites”). Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You may also have the ability through the Sites to login to accounts that you have for services provided by third parties (“Third Party Services”) or to link accounts for Third Party Services to your Caribonix account. Caribonix is not responsible for any activity occurring within Third Party Services, even if logged in through or linked to a Caribonix account.
You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of any Third Party Sites and/or Third Party Services, whether or not you were linked to or directed to Third Party Sites or Third Party Services through the Sites. You acknowledge that Third Party Sites and Third Party Services may be subject to the applicable third party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service. In no event shall any reference on the Sites to any third party, third party website or third party product or service be construed as an approval, affiliation or endorsement by us of that third party, third party website, business practices or of any product or service provided by a third party. Caribonix expressly disclaims responsibility for the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to, by or through the Sites. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.
- DISCLAIMER OF WARRANTY
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITES AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITES, AND MATERIALS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CARIBONIX AND ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER CARIBONIX NOR ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES WARRANT THAT ACCESS TO THE SITES, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED; NOR DOES CARIBONIX OR ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS OR THE SITES. IN ADDITION, CARIBONIX IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITES TO ANYONE.
IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.
FURTHER, CARIBONIX AND ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE MATERIALS OR THE SITES ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITES, THE SERVICES OR THE MATERIALS OUTSIDE THE COMMONWEALTH OF DOMINICA OR THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER CARIBONIX NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITES, ITS SERVERS THE MATERIALS OR THE SERVICES OR ANY E-MAIL SENT FROM THE SITES OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THIS AGREEMENT APPLIES SOLELY TO THE SITES. AS PART OF THE SERVICES PROVIDED TO OTHER CARIBONIX USERS, WE HOST WEBSITES FOR CERTAIN THIRD PARTIES (“THIRD PARTY SITES”). THIRD PARTY SITES INCLUDE CONTENT GENERATED BY THIRD PARTIES AND ARE NOT UNDER THE MANAGEMENT AND CONTROL OF CARIBONIX. CARIBONIX IS NOT RESPONSIBLE FOR SUCH THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION, THE ACCURACY, SUFFICIENCY, CORRECTNESS, RELIABILITY, VERACITY, COMPLETENESS OR TIMELINESS THEREOF, ANY LINK CONTAINED THEREIN, OR ANY CHANGES OR UPDATES THERETO, OR ANY COMMERCIAL PRODUCTS SOLD THEREON. YOUR ACCESS OR USE OF ANY THIRD PARTY SITES IS GOVERNED BY THE TERMS APPLICABLE TO SUCH THIRD PARTY SITES. THE HOSTING OF ANY THIRD PARTY SITES BY CARIBONIX DOES NOT IMPLY AN ENDORSEMENT, OR AFFILIATION THEREOF BY CARIBONIX, OR OF THE PROVIDER OF SUCH CONTENT OR SERVICES, OF ANY THIRD PARTY SITES.
CARIBONIX IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR APPLICATION DEVELOPER ON THE SITES, PLATFORM, APPLICATIONS OR WEBSITES.
- LIMITATION OF LIABILITY
WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE SITES, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF CARIBONIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE CARIBONIX AND HOLD CARIBONIX AND ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, MATERIALS, SITES, YOUR CONTENT, COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITES. YOU HEREBY WAIVE THE PROVISIONS OF ANY COUNTRY OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
- EXCLUSIVE REMEDY
IN THE EVENT OF ANY PROBLEM WITH THE SITES, THE SERVICES, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITES, THE SERVICES AND THE MATERIALS. UNDER NO CIRCUMSTANCES SHALL CARIBONIX, ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITES, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITES, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILBALE ON OR THROUGH THE SITES. Certain countries and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion. All of these changes shall be effective upon their posting on the Sites or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, Caribonix has no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services.
You agree to indemnify, hold harmless, and defend Caribonix and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively “Indemnified Parties”) from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys’ fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use (or anyone using your account’s) use of the Services, the Sites or the Materials, (ii) your Content, or (iii) any Commercial Products you offer on or through the Sites or using our Services. This includes, but is not limited to, any breach or violation of this Agreement by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.
We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the Sites that we have changed this Agreement. If you have a Caribonix account, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement. You and we both understand that sometimes there are issues with email communication. We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Therefore, we encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
We may also, in the future, offer new services and/or features through Sites (including the release of new tools and resources). For the avoidance of doubt, such new features and/or Services shall be subject to the terms and conditions of this Agreement.
- Disputes; Law and Arbitration
The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the Commonwealth of Dominica without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the Commonwealth of Dominica. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the Supreme Court, which comprises of The High Court and The Court of Appeal located in Commonwealth of Dominica, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
You acknowledge that a violation or attempted violation of any of this Agreement will cause such damage to Caribonix as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Caribonix shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by Caribonix in obtaining such an injunction, including, without limitation, reasonable attorney’s fees. You agree that no bond or other security shall be required in connection with such injunction.
In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of Caribonix, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Sites or any content used or displayed through the Sites.
- Terms You Must Post on Your Site
You agree to indemnify and hold harmless Caribonix and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns from and against any and all liability, loss, claim, damages, expense or cost (including but not limited to attorneys’ fees), arising from or related to the use of, access to, interaction with or reliance upon, your Hosted Site, including the purchase, sale or other distribution of Commercial Products.
- Caribonix Designs and Theme Store
Except as otherwise expressly provided at checkout when purchasing Caribonix Designs license, refunds will not be issued to Customers once Designs have been installed on the Customer’s Hosted Site.
- All Designs are licensed under a non-exclusive license agreement and can be reproduced and redistributed an unlimited number of times by Caribonix.
- Caribonix grants to Customer, for so long as Customer continues to subscribe and pay for the Services, a nonexclusive license to modify, make derivative works of and use, each licensed Designs solely in conjunction with the Caribonix platform and the Services. For clarity, the foregoing license only allows the Customer to use each licensed Designs for a single Caribonix Hosted Site license purchased. If a Customer desires to use Designs for more than one Caribonix Site owned or operated by Customer, a new Design license must be purchased for each Hosted Site using the Design or Theme.
- Designs may only be used by a Customer and may not be transferred by Customer to any unaffiliated third party without the prior written consent of Caribonix. For clarity, Customer may not license, sublicense, assign, transfer, redistribute or sell any Designs or derivative works thereof to any other parties. The Designs are the exclusive property of Caribonix and or our design partners, and all right, title and interest in each Designs shall remain exclusively with the applicable design partner or Caribonix.
- If Customer license a Designs for their website, Caribonix may provide your personal information to our design partner to facilitate the design partner’s provision and/or offer of support/services and/or products to the Customer.
- If Customer customize the Designs, neither Caribonix nor its design partners are obligated to support customized Designs.
- If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.
- If we fail to enforce any of this Agreement, it will not be considered a waiver.
- Any amendment to or waiver of this Agreement must be made in writing and signed by us.
- You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.
- All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
- This Agreement does not confer any third party beneficiary rights.
- A printed version of this Agreement and of any related 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.