Terms of use

Effective Date: October 30, 2018

1.    Terms

Celmatix Inc. (“Celmatix”, “us”, “we”, or “our”) maintains the websites, www.saythefword.com and www.wesaythefword.com, and its subdomains as a service to our user community subject to these Terms of Use. By accessing this website, you are agreeing to be bound by these website Terms of Use and all applicable laws and regulations. If you do not agree with any of these Terms of Use, you are prohibited from using or accessing this website. The materials contained in this website are protected by applicable intellectual property law.

 

Please read these Terms of Use carefully, as they may have changed since your last visit. We reserve the right to change these Terms of Use from time to time for any reason, which shall be effected by posting of the updated Terms of Use to our website; provided that any such changes shall only apply to your use of the website after the date of such change unless you expressly accept retroactive application of such changes, via a click-through or signed agreement or otherwise. Users who access our website are subject to these Terms of Use and our Privacy Policy available on the website.

 

2.    Use License

Celmatix grants you a personal, non-transferable, non-exclusive right to access and use this website and the materials available on this website subject to these Terms of Use. You may temporarily download one copy of the materials on this website where the website expressly permits or provides for downloads, and you may print pages of this website. As used herein, the term “material” means all information, text, images, data, links, software or other material accessible through the website, whether created by us or provided by another person for display on the website. This is the grant of a license, not a transfer of title, and under this license you may not:

i.         modify or copy the materials;

ii.        use the materials for any commercial purpose, or for any public display or distribution (commercial or non-commercial);

iii.       attempt to decompile or reverse engineer any software contained on our website;

iv.        use any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of our website;

v.         incorporate links to our website or frame any elements of our website within any other website;

vi.        remove any copyright or other proprietary notations from the materials;

vii.       obtain unauthorized access to any computer system through our website;

viii.      introduce viruses, worms, Trojan horses and/or harmful code to our website,

ix.        interrupt or attempt to interrupt the operation of our website in any way; or

x.         transfer the materials to another person or “mirror” the materials on any other server.

 

This license, which includes without limitation all rights granted by Celmatix in this Section 2, shall automatically terminate if you violate any of these restrictions. Further, Celmatix may terminate all your rights under this Section 2 at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

 

3.    Intellectual Property

All materials contained on this website are the sole and exclusive property of Celmatix and its licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. The service marks and trademarks of Celmatix, including without limitation “Celmatix”, “saythefword” and the Celmatix logos, are trademarks and service marks owned by Celmatix Inc. Any other trademarks, service marks, logos and/or trade names appearing via the website are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. If you provide us with any suggestions for improvements to our website or relating to any prospective products or services, you hereby grant to us a non-exclusive, irrevocable, perpetual, transferable, sublicensable (through one or more tiers) license to copy, use and modify such suggestions and to make, have made, use, import, offer to sell and sell any products or services incorporating such suggestions.

 

4.    License to Celmatix

As used in these terms, the term "User Materials" means your content, photographs, voice recordings, videos, audio, comments, written work, name(s), trademarks, trade names, likenesses, biographical materials, artwork, liner notes, and other graphical or textual materials that you upload, submit or otherwise provide to Celmatix via www.saythefword.com and www.wesaythefword.com, and any and all computer-generated images or other artwork or images that you submit to Celmatix for www.saythefword.com and www.wesaythefword.com.

 

You hereby grant to Celmatix and its affiliates, licensees and assigns a worldwide, royalty-free, non-exclusive license to do the following things in perpetuity:

  • to prepare and encode User Materials, or any portion thereof for electronic, digital and/or other transmission, manipulation and exhibition in any format and by any means now known or hereafter devised;

  • to display, copy, reproduce, create derivative works of, edit, alter, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, promote, distribute through any means (including electronic, analog and digital), and publish and/or otherwise exploit, in digital or physical form, any or all of the User Materials, including any portion thereof, and to include any such materials in compilations or other works, by any and all means in all media now known or hereinafter created, anywhere in the world, and for any purpose (for avoidance of doubt, the rights granted to Celmatix under this Agreement include the rights to make User Materials available on www.saythefword.com and www.wesaythefword.com, third-party websites and electronic devices);

  • to make embed codes to which your User Materials link available;

  • to modify, adapt, change or otherwise alter and create derivative works of the User Materials and use the User Materials; and

  • to license and/or sublicense to any third party any of the foregoing rights in the User Materials, or any part or element thereof, subject to the terms and conditions of this Agreement.

 

You hereby disclaim any and all right, title, or interest in any and all material with which User Materials may be combined or into which all or any portion of User Materials may be incorporated.

 

You acknowledge and agree that all right, title and interest (including, without limitation, copyright, trademark and other intellectual property rights) in and to any and all content, elements and materials created by or for Celmatix incorporating all or any portion of the User Materials will be exclusively owned and controlled, as between you and Celmatix, by Celmatix. You represent and warrant that by submitting User Materials to www.saythefword.com and www.wesaythefword.com that the User Material(s) is/are wholly owned or licensed or controlled by you.

 

User Materials will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure of User Materials. You acknowledge and agree that your relationship with Celmatix is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Materials does not place Celmatix in a position that is any different from the position held by members of the general public, including with regard to your User Materials.

 

None of your User Materials will be subject to any obligation of confidence on the part of Celmatix, and Celmatix will not be liable for any use or disclosure of any User Materials that you provide. 

 

It is our policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested, to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Celmatix does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted.

 

5.    Sweepstakes

Any sweepstakes offered via www.saythefword.com and www.wesaythefword.com or related to the “saythefword” campaign, will be governed by the official rules of the sweepstakes. Each sweepstakes may have its own eligibility requirements (e.g., age or geographic area restrictions), terms, and disclosures about how your personal information may be used. It is your responsibility to read the respective rules to determine whether you want to and are eligible to participate, register, and/or enter the sweepstakes. By participating in a sweepstakes, you will be subject to those official rules, and you agree to comply with and abide by such rules and the decisions of the identified sponsor(s).

 

6.    Scope of Services

You are responsible for obtaining any equipment and internet service necessary to access our website and for paying any fees for the equipment and service you select. We may alter, suspend, or discontinue our website in whole or in part, at any time and for any reason, without notice. The website may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

 

7.    Disclaimer

THE MATERIALS ON OUR WEBSITE ARE PROVIDED “AS IS”. CELMATIX, ITS AFFILIATES AND SUPPLIERS MAKE NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIM AND NEGATE ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHER, CELMATIX, ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON OUR WEBSITE OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY SITES LINKED TO THIS WEBSITE. CELMATIX DOES NOT WARRANT THAT (A) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING OF MATERIAL) PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS OR THAT (B) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

8.    Limitations

IN NO EVENT SHALL CELMATIX, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR PROFIT, OR DUE TO BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THE MATERIALS ON OUR WEBSITE, EVEN IF WE OR ANY CELMATIX AUTHORIZED REPRESENTATIVE HAS BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS OR DISCLAIMERS OF LIABILITY, THESE LIMITATIONS MAY NOT APPLY TO YOU.

 

9.    Revisions and Errors

The materials appearing on our website could include technical, typographical, photographic errors, or other inadvertent errors or inaccuracies. We reserve the right, but without obligation, to make changes to document names and materials or to otherwise update or revise the website from time to time, though we are not obligated to do so. Celmatix does not warrant that any of the materials on its website are accurate, complete, or current.

 

10.    Links to Third-Party Sites

Celmatix has not reviewed all of the sites linked to this website and is not responsible for the contents of any such linked site. The inclusion of any link on our website does not imply endorsement by Celmatix of the third-party website or any products or services available through such third-party website. Use of any such linked website is at your own risk and these Terms of Use and our Privacy Policy are not applicable to such use.

 

11.    Communications with Us

We cannot guarantee the confidentiality of any communication or material transmitted to us via the website or e-mail. Accordingly, we suggest that you use caution when transmitting any information to us via such means. For example, you should not include confidential information about you (e.g., your Social Security number) or information about your health status, in any e-mail that you send to us. We hereby expressly disclaim any liability for damages resulting from third party interception of your communications with us via the website or via electronic mail. If you choose to send us any information via the website or via e-mail, you do so solely at your own risk.

 

12.    Indemnification

By accessing or using this website or any materials available through this website, you agree to indemnify, hold harmless and defend Celmatix from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the website or any materials available through or User Materials submitted through this website.

 

13.    International

We make no representation that information on this website is appropriate or available for use outside the United States. Those who choose to access this website from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with all applicable laws and regulations. By using our website, you consent to having any information you provide to us transferred to and processed in the United States.

 

14.    Site Terms of Use Modifications

Celmatix may revise these terms of use for its website at any time without notice. By using this website, you are agreeing to be bound by the then current version of these Terms of Use.

 

15.    Governing Law; Enforcement

Any claim relating to our website, or your interactions with us through the website, shall be governed by the laws of the State of New York without giving effect to any of its provisions that would cause the laws of another jurisdiction to apply.

 

All disputes arising out of or relating to these Terms of Use shall be finally resolved by arbitration conducted in the English language in New York, New York under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided in the State of New York. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, we shall be entitled to seek injunctive relief, security, or other equitable remedies from federal and state courts located in the State of New York or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive damage awards, or any other damages prohibited by these Terms of Use; any purported award of such damages shall be beyond the arbitrator’s authority, void, and unenforceable.

 

16.    Miscellaneous

You may not assign or transfer these Terms of Use in whole or in part to any third party without the prior written consent of Celmatix. These Terms of Use shall bind and inure to the benefit of the parties to these Terms of Use and their respective successors, permitted transferees, and permitted assigns. Celmatix and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. These Terms of Use contain the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by Celmatix, and cannot be amended except by a writing signed by both parties or by Celmatix’s posting of an amended version of these Terms of Use on this website. The headings and captions used in these Terms of Use are used for convenience only and are not to be considered in construing or interpreting these Terms of Use. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. These Terms of Use shall continue to apply with respect to any access or use you have made of our website even after such access or use terminates.
 

If you have any questions about these Terms of Use, please contact info@celmatix.com.