The Ocean Avenue Project
This Agreement sets forth the legally binding terms for your use of the Site and the Services. By using the Site, you agree to be bound by this Agreement. You are only authorized to use the Site (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, please leave the Site and discontinue use of the Site immediately.
We may modify this Agreement from time to time and such modification shall be effective upon posting on the Site. You agree to be bound by any changes to this Agreement when you use the Site or Services after any such modification is posted. Review this Agreement regularly to ensure you are updated as to any changes. If you do not wish to accept any change, you may choose not to use the Site or Services, or you may opt out of any offer by contacting us at firstname.lastname@example.org
We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Site or Services at any time, for any or no reason, with or without prior notice, and without liability. We expressly reserve the right to restrict, suspend and/or terminate your access to any part of the Site or Services if we determine, in our sole discretion, that you pose a threat to the Site or our other users, or that you have violated this Agreement.
I. ONLINE CONDUCT
You, as a user, agree to use the Site only for lawful purposes. You are prohibited from posting on or transmitting through the Site any unlawful, harmful, threatening, abusive, false, misleading, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law. If we are notified of any book, information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, or other material on the Site (collectively “Content”) provided by you (e.g., through an author chat or user forum, online review or comment posted on the Site) that is allegedly infringing, defamatory, damaging, illegal, or offensive, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such Content from the Site. We may disclose any Content or electronic communication of any kind (i) to satisfy any law, regulation, or court/government order or request; (ii) if such disclosure is necessary or appropriate to operate our Site; or (iii) to protect our rights or property as well as that of our officers, directors, employees, agents, third-party content providers, affiliates, sponsors, and licensors (collectively, “Providers”) and any other user.
We reserve the right to prohibit conduct or communication that we deem in our sole discretion to be harmful to us, to individual users, to the Site, to our Providers, to the communities that use the Site, or to any third party, or which we believe to violate any applicable law. Notwithstanding the foregoing, neither we nor any of our Providers can ensure prompt removal of questionable Content after online posting. Accordingly, neither we nor any of our Providers shall assume liability for any action or inaction with respect to conduct, communication, or Content on the Site.
A. Proprietary Right
You acknowledge that the Site contains content that is owned by oceanavenueproject.com and/ or our Providers (“Proprietary Content”) which is protected by copyrights, trademarks, and other proprietary rights, and that these rights are valid and protected in all forms, media and technologies now existing or hereafter developed. Such Proprietary Content includes, without limitation, television and/or film trailers and clips, photographs, text, wallpaper, icons, games and graphics. The Site, including Proprietary Content thereon, is protected by copyright under U.S. law and international treaties. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works based upon, or in any way exploit any of the Proprietary Content, in whole or in part. You may not download or make copies of any portion of the Proprietary Content for any commercial use. Except as permitted by applicable law you may not reproduce or distribute in any way Proprietary Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other propriety right. In addition to the foregoing, use of any software content shall be governed by the software license agreement accompanying such software.
B. Distribution/Uploading Of Third-Party Content
You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary material. We will terminate the account of anyone who repeatedly or intentionally infringes the copyright rights of others upon our receipt of proper notification from the copyright owner or the copyright owner’s legal agent. Any copyrighted or other proprietary Content distributed with the consent of a copyright owner should contain a phrase such as “Copyright, [name of owner] [date]; used with permission.” The unauthorized submission or distribution of copyrighted or other proprietary Content is illegal and could subject you to criminal prosecution as well as personal liability for damages in a civil suit. You will be liable for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such submission. By submitting Content to any user-submission areas of the Site, including, without limitation, any blogs or message boards, you automatically grant us, or warrant that the owner of such Content has expressly granted us, the royalty-free, irrevocable, right and license, during the existence of copyrights, to use, reproduce, publish, translate, sublicense, copy, and distribute the Content in whole or in part worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in such Content. You also permit any other user to access, store, or reproduce the Content for that user’s personal use. Subject to this grant, the owner of Content placed on the Site retains any and all rights which may exist in such Content.
C. Copyrights and Copyright Agent
We respect the rights of all copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us (via email@example.com) with the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, (“DMCA”) 17 U.S.C. 512:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification and location of the copyright work claimed to have been infringed;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact the complaining party;
- A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For copyright infringement inquiries under the DMCA:
Upon proper receipt of this information from you that substantially complies with all of the requirements above, we will investigate your claim and respond expeditiously. If we determine that the material cited by you constitutes copyright infringement, we will remove, or “take down” the infringing material. At that point we will notify the individual who uploaded the alleged infringing material, as required by statute, and allow them the opportunity to take advantage of the “counter-notice” and “put-back” provisions of the DMCA. Please do not contact our DMCA copyright agent for inquiries other than those relating to alleged copyright infringement.
D. Third-Party Content
Any opinions, advice, statements, services, offers, or other information that constitutes part of the Content expressed or made available by third parties, including any other user, are those of the respective authors or distributors and not of oceanavenueproject.com or its affiliates or any of their officers, directors, employees, or agents. While we have the right to filter or reject Content posted by third parties, we do not have the obligation to do so and we will not do so in most cases. Neither we nor any of our Providers guarantee the accuracy, completeness, or usefulness of any Content, nor its merchantability or fitness for any particular purpose. In many instances, the Content available through the Site represents the opinions and judgments of the respective third party providing such Content. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice, or statement made on the Site by anyone other than us. Under no circumstances shall we, or our affiliates, or any of our officers, directors, employees, or agents be liable for any loss, damage or harm caused by your reliance on information obtained through the Site.
E. Links to and from Third-Party Sites
The Site contains links to third party Sites (“Linked Sites”.) The Linked Sites are not under our control and we are not responsible for the contents of any such Linked Sites, or any changes or updates to such sites. The inclusion of any Linked Sites on the Site does not imply endorsement of the views or opinions expressed on such sites by us or any of our Providers.
We do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from third-party Web sites or resources. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, products, or services available on or through any such Web site or resource.
F. Prohibited Activity/Content
The following is a partial list of the kinds of Content and activity that is illegal or prohibited on the Site and through your use of the Services. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing the offending communications from the Site, terminating the account of such violator and reporting such violator to law enforcement authorities. Prohibited activity includes, but is not limited to activity and/or Content that we determine in our sole discretion:
- is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- harasses or advocates harassment of another person;
- is false or misleading;
- is tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy or otherwise objectionable;
- involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming” or any other form of solicitation;
- contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
- constitutes, furthers or promotes any criminal or tortious activity or enterprise or provides instructional information about illegal activities including, but not limited to violating someone’s privacy, or providing or creating computer viruses;
- solicits personal identifying information for commercial or unlawful purposes from other users;
- involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
- transmits any material that contains adware, spyware, malware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunication equipment;
- interferes with, disrupts, or creates an undue burden on the Site or the networks or services connected to the Site;
- uses any information obtained from the Services or the Site in order to harass, abuse, or harm another person;
- uses the Site or Services in a manner that violates or is inconsistent with any and all applicable local, state, national or international laws and regulations;
- involves other actions that could, in our reasonable judgment, cause harm to or endanger the Site, content or its users.
IV. NON-COMMERCIAL USE
The Site is for your personal use only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Illegal and/or unauthorized use of the Site or Services, including unauthorized commercial use of or framing of photographs contained thereon, collecting user names and/or email addresses of account holders by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Site, or other unauthorized activities is prohibited. Appropriate legal action will be taken for any illegal or unauthorized use of the Site or Services.
V. YOUR ACCOUNT
If you use the Site, you are responsible for maintaining the confidentiality of your account and password (if any) and for restricting access to your computer, and you agree to accept responsibility for all activities that occur within and under your account and password.
VI. PASSWORD SECURITY
You are responsible for (i) keeping any password that you entered to use Site pages requiring registration confidential and (ii) restricting access to your computer. You agree to accept full responsibility for all activities that occur within and under your account and password.
VII. UNSOLICITED SUBMISSIONS
We do not accept or consider creative ideas, suggestions or materials other than those we have specifically requested. This is to avoid the possibility of future misunderstandings when projects independently developed by us or our agents might seem to others to be similar to their own creative ideas, suggestions or materials. If you do send us or post any creative materials, including creative suggestions, ideas, notes, drawings, concepts or other information or if you transmit to the Site, by electronic mail or otherwise, communications including any data, questions, comments, suggestions, or the like (collectively, the “Information”), the Information shall be deemed “Content,” will be subject to Paragraph III above, and shall remain the property of oceanavenueproject.com. None of the Information shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Information. We shall exclusively own any now known or hereafter existing rights to the Information of every kind and nature throughout the universe and shall be entitled to unrestricted use of the Information for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Information.
VIII. ELECTRONIC COMMUNICATIONS
When you visit the Site or send emails to us, you are communicating with us electronically, which constitutes your consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.
IX. DISCLAIMERS AND LIMITATION OF LIABILITY
YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED BY
US AND OUR WEBHOST ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES,
INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANY OF OUR PROVIDERS MAKES
ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE
OPERATION OF THE SITE OR THE SERVICES; (II) THAT THE SITE WILL BE UNINTERRUPTED OR
ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, CURRENCY OR COMPLETENESS OF THE
SITE OR THE SERVICES; OR (IV) THAT THE SITE, ITS SERVERS, THE SERVICES OR E-MAIL SENT
FROM OR ON BEHALF OF US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE
ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY
(a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
(b) PERSONAL INJURY OR OTHER HARM, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR THE CONTENT;
(c) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN;
(d) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE;
(e) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; AND
(f) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SITE.
NEITHER WE NOR ANY OF OUR PROVIDERS GUARANTEES THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR THE SERVICES. THE OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS BEYOND OUR CONTROL OR THAT OF ANY OF OUR PROVIDERS.
UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR PROVIDERS BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE SITE OR SERVICES OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE SITE.
NEITHER WE NOR ANY OF OUR PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE SITE OR THE SERVICES, EVEN IF WE OR OUR PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU UNDERSTAND THAT TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL Manager OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARTNERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE SITE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO A USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH USER, AND SUCH USER MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW.
XI. APPLICABLE LAW; JURISDICTION
XII. BINDING ARBITRATION
Any controversy or claim arising out of or relating to this Agreement or any Related Agreement, their enforcement or interpretation, or because of an alleged breach, default or misrepresentation in connection with any of their provisions, shall be determined by binding arbitration pursuant to Title 9 of the California Code of Civil Procedure. Such arbitration shall occur in Los Angeles County, California, and there shall be exclusive jurisdiction in California. In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, or to grant an award or remedy any greater than that which would be available from a court under the statutory or common law theory asserted. The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of California. Judgment on the award may be entered in any California court of competent jurisdiction.
Notwithstanding the foregoing, we may seek, from a court of competent jurisdiction, provisional remedies or injunctive relief in order to protect our intellectual property rights and to support our rights and remedies hereunder without waiving any right to arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall allocate all costs and expenses of the arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
You (including anyone using your account) agree to indemnify, defend and hold oceanavenueproject.com, its Providers, and its and their subsidiaries, affiliates, and respective officers, agents, partners and employees, harmless from any loss, liability, expense, fee, claim, or demand, including attorneys’ fees, made by any third party due to or arising out of your use of the Site or Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any content that you post on the Site or through the Services causes us to be liable to another person.
XIV. FORCE MAJEURE
Without limiting the foregoing, under no circumstances will oceanavenueproject.com be held liable for any delay or failure in performance due in whole in or in part to any acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, software bugs, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, earthquakes, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
This Agreement is accepted upon your use of the Site or any of the Services. This Agreement constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permitted by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Please contact us at firstname.lastname@example.org with any questions regarding this agreement.