(Effective July 11, 2016)
2. Online Services. You acknowledge that all information published on the Website or contained in the Databases (collectively, the “Information”) is protected in the United States and internationally by a variety of laws including, without limitation, copyright laws, trademark laws, and other proprietary laws. Accordingly, any unauthorized use of any such Information may violate any of such or other laws. The Information is provided by Who’s Who In Black Art for the purpose of providing its members with access to electronic biographical profiles through which members have the potential to (i) establish new client and business relationships, (ii) achieve career advancement, (iii) recruit employees, and (iv) advertise their business, all subject to any and all restrictions and limitations contained herein, including without limitations those contained in paragraphs 3 and 4 (the “Purpose”). This is a non-exclusive, non-transferable license, not a transfer of title. You acknowledge that there may be situations where the Information is subject to change, qualifications, variations, adjustments or modifications without notice. Moreover, you acknowledge and agree that the Website and the Information may contain errors, omissions, inaccuracies, mistakes or deficiencies. Accordingly, you hereby acknowledge and agree that these risks and exposures exist while utilizing the Website and Databases, that your use of the same is subject to such risks and exposures, and that Who’s Who In Black Art will have no liability on account of any of the foregoing. The Website and Databases are subject to interruption and disruption of use. You acknowledge that the Website and Databases are not error free environments and that your use of the Website and Databases are subject to interruption and may contain errors. Accordingly, you acknowledge and agree that Who’s Who In Black Art shall not be liable to you for any interruptions, disruptions of use, delays or errors in connection with your use of the Website or the Databases.
You may not: (a) modify, distribute, publish or transmit the Information for any public or commercial purpose other than the Purpose (and then only subject to the limitations and qualifications set forth herein); (b) reproduce the Information in any form, or by any means, without prior written permission from Who’s Who In Black Art; (c) remove any copyright or other proprietary notices from the Information or on any copy authorized by Who’s Who In Black Art; (d) transfer the Information to another entity or person; (e) allow or permit access to or use of the Website or Databases or any component thereof by any third parties; (f) engage in any conduct that in Who’s Who In Black Art’s sole and absolute discretion, restricts, inhibits or impacts any other authorized user from using the Website or Databases; (g) engage in any activities or practices that disrupt, circumvent or otherwise interfere with the operation of the Website or other Databases; (h) reverse engineer, decompile or disassemble any Information; or (i) perform any act or omission that would violate the Terms. You hereby agree that any new products, services, resources or informational content added to the Databases shall be governed by and subject to the Terms.
Without limiting Who’s Who In Black Art’s rights under paragraph 9, Who’s Who In Black Art may terminate this license at any time if you are in breach of the Terms.
3. Cancellation. All memberships are personalized and customized for each individual member by Who’s Who In Black Art and accordingly, there are no cancellations or refunds of Who’s Who In Black Art memberships unless you are otherwise entitled to cancellation pursuant to applicable law.
4. Confidentiality. You acknowledge that the Information is confidential and proprietary to Who’s Who In Black Art and you agree: (i) not to reveal, report, publish, copy, disclose or transfer Information to any third party, without Who’s Who In Black Art’s prior written consent, or permit any third party to examine and/or make copies of any of the Information; (ii) not to use or copy the Information: (x) for any purpose except the Purpose, (y) to compete with Who’s Who In Black Art or otherwise use the Information in any way directly or indirectly detrimental to Who’s Who In Black Art, (z) for any use of the Website or Databases “without authorization or exceeding the authorized access” as more specifically defined in Section 4 below; (iii) to hold the Information in strict confidence and to take all reasonable precautions to protect the Information.
You acknowledge and agree that the Information is proprietary to and is the sole and exclusive property of Who’s Who In Black Art and that you have no right, title or interest therein. You acknowledge and agree that the Information is a trade secret and is not readily accessible to competitors of Who’s Who In Black Art and that such Information has been acquired and assembled at significant expenditures of time and other resources. You additionally acknowledge and agree that such Information: (i) provides Who’s Who In Black Art with a competitive advantage over those who do not know or use it; (ii) is kept in a safe place and Who’s Who In Black Art has taken and is taking all reasonable precautions to protect the secrecy of the Information and Who’s Who In Black Art’s legitimate interest in the Information; (iii) would be difficult for competitors of Who’s Who In Black Art or others to duplicate; and (iv) may be used by Who’s Who In Black Art in any manner it determines in order to aid in the marketing, sales and distribution of its Databases.
5. Acceptable Use. You agree to: (a) use the Website or Databases, as an authorized user, only for the Purpose and only in accordance with the Terms; (b) take all precautions necessary to maintain the secrecy and security of any passwords and user IDs that may be issued by or to you and be solely responsible for any use, misuse, theft or loss of any such passwords and user IDs, including unauthorized access by third parties; and (c) comply with any and all applicable rules governing transactions on and through the Website. In the event of any unauthorized use of the Website or Databases or should any unauthorized use of the Website or Databases be reasonably suspected by you, you must notify Who’s Who In Black Art immediately by telephone and concurrently provide written notice of the circumstances surrounding the event.
You agree that you will not engage in any activity that is competitive with, interferes with or disrupts the business of Who’s Who In Black Art or the Website or other Databases. You acknowledge and agree that any use of the Databases in any manner that is competitive with or detrimental to Who’s Who In Black Art or that is other than for the Purpose shall be deemed to have been made with the “intent to defraud” and “without authorization or exceeding the authorized access” and a violation of the Computer Fraud Abuse Act 18 U.S.C. 1030 and subject to the punishment and penalties contained therein, as well as all other applicable state and federal laws. By way of illustration, and without limitation, extracting information from the Website or Databases for the purpose of soliciting other members of Who’s Who In Black Art to join another company publishing electronic or hard-copy biographies shall be deemed “without authorization or exceeding authorized access” and a violation of the Computer Fraud Abuse Act, 18 U.S.C. 1030.
Additionally, you agree that any of the following uses of the Website or Databases, if taken by you, shall be deemed to have been made with the “intent to defraud” and “without authorization or exceeding authorized access” and in violation of the Computer Fraud Abuse Act, 18 U.S.C. 1030 and this Agreement: (i) the reproduction, duplication, copying, selling, trading or reselling of the Databases or the Information for any purpose, (ii) the transmission of any viruses, Trojans, worms, bots, adware or malicious code to the Website or Databases, and (iii) the deletion, removal, destruction or damage of any Information on the Website or Databases with the exception of your own personal member profile information.
You further agree (i) not to post, display, or transmit any false, inaccurate, misleading, disparaging, defamatory, libelous or slanderous comments regarding Who’s Who In Black Art or its business or any and all of its past or present officers, directors, affiliates, subsidiaries, or other members in any form or substance whatsoever via the Internet or by any other means, and (ii) not to tortiously interfere with the current and prospective contracts and relationships of Who’s Who In Black Art, its affiliates, or subsidiaries. By way of illustration, but without limitation, you specifically represents and warrants that you will refrain from using any Internet website or blog of any third party internet provider, as defined in the Communications Decency Act 47 U.S.C. §230, or any such site or blog of your own, to compete with, disparage, defame or otherwise place Who’s Who In Black Art in an unfavorable light. In the event that you fail to adhere to this representation, you acknowledge and authorize Who’s Who In Black Art to contact the third party service provider on behalf of you to immediately remove the information you posted on the Internet, and to obtain your full cooperation in this regard.
6. Disclaimer. THE Information CONTAINED IN THIS Website IS PROVIDED (AND THIS Website IS MADE AVAILABLE) “AS IS”, “WITH ALL FAULTS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED. Who’s Who In Black Art DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES CONCERNING INFRINGEMENT OR THE LIKE. Who’s Who In Black Art DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE Information, AND MAKES NO COMMITMENT TO UPDATE THE Information CONTAINED HEREIN. Who’s Who In Black Art CANNOT GUARANTEE OR WARRANT THAT THE Website IS FREE OF VIRUSES, TIME BOMBS, TROJAN HORSES, WORMS AND OTHER DAMAGING COMPUTER PROGRAMMING ROUTINES OR HARMFUL COMPONENTS. Who’s Who In Black Art CANNOT GUARANTY OR WARRANT THAT THIS Website IS FREE OF SAME WHEN IT IS DOWNLOADED BY A USER, NOR DOES IT MAKE ANY SUCH REPRESENTATION OR WARRANTY, AND SAME ARE HEREBY WAIVED. USERS BROWSE AND USE THIS Website AND Information CONTAINED HEREIN AT THEIR OWN RISK. Information CONTAINED IN THIS Website IS PROVIDED WITH THE EXPRESS UNDERSTANDING THAT Who’s Who In Black Art IS NOT RENDERING PROFESSIONAL ADVICE OR OPINIONS ON SPECIFIC FACTS AND MATTERS AND, ACCORDINGLY, Who’s Who In Black Art ASSUMES NO LIABILITY IN CONNECTION WITH THE USE OF THIS Website OR THE Information.
All Information relating to descriptions of Databases on this Website or Databases (collectively, “Product Descriptions”) are provided solely for purposes of describing the Databases in question and for illustrative purposes. Who’s Who In Black Art makes no representation, warranty or guarantee that our Databases will yield any new client and businesses relationships or result in any professional success or job promotion, or that any other success, income, profits, satisfaction, or expectation will be achieved or derived by you or your business or company, and Who’s Who In Black Art hereby waives any and all liability in connection therewith. Other than hosting the Website and providing access to the Databases pursuant to the provisions hereof, Who’s Who In Black Art has not offered, nor is it obligated, to assist you or your business or company in finding clients or contacts, or to provide you or your business or company with any products, services or assistance of any kind or type. Accordingly, use of our Databases in connection with your business or company is at your own risk and pursuant to your own judgment.
7. Trademarks. You hereby acknowledge exclusive ownership in and all other rights to any trademarks, trade names, logos, slogans, marks and service marks, copyrighted materials, designs and other designations by Who’s Who In Black Art or its respective shareholders (collectively “Marks”) displayed on or used by the Databases. You acknowledge that you have no rights, title or interest in or to the Marks. You are not permitted to use these Marks without the prior written consent of Who’s Who In Black Art or such third party which may own the Mark. Notwithstanding anything to the contrary herein contained, nothing on the Databases is to be construed as granting any license whatsoever, by implication or otherwise, to any intellectual property of Who’s Who In Black Art. Any unauthorized access or attempted access to any password protected information on the Databases or any attempt to circumvent access restrictions or any other security measures is expressly prohibited.
If you violate this paragraph 6, you shall indemnify and reimburse Who’s Who In Black Art for all damages, liability, costs, reasonable attorneys’ fees and other expenses incurred by Who’s Who In Black Art. You agree to notify Who’s Who In Black Art of any infringements of the Marks that you discover and assist Who’s Who In Black Art in taking any legal action against such infringement, which Who’s Who In Black Art, in its sole discretion, decides is appropriate.
8. Links to Third Party Sites. The Website may contain links to other third party websites (“Third Party Sites”). Who’s Who In Black Art makes no representations about any Third Party Sites or the content thereof which you may access through this Website. You acknowledge that Who’s Who In Black Art has not reviewed all of these Third Party Sites, has no control over such Third Party Sites or the content thereof, and is not responsible for any of these sites or their content. Accordingly, you acknowledge and agree that access to any Third Party Site is at your own risk and Who’s Who In Black Art shall have no liability therefor. Who’s Who In Black Art is not responsible for the accuracy, reliability or completeness of any information, data, opinions, advice or statements made on these Third Party Sites. Who’s Who In Black Art shall not be liable for any damages or injury arising out of or relating to the content of any Third Party Site or your use thereof, and same are hereby waived. Who’s Who In Black Art provides these links merely as a convenience and the inclusion of such links does not imply an endorsement, sponsorship or recommendation by Who’s Who In Black Art of anything contained on Third Party Sites, or its products or services. Who’s Who In Black Art reserves the right to terminate any link at any time.
Moreover, a Third Party Site may provide a link to this Website (“Links”). This does not indicate an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with Who’s Who In Black Art. In most cases, Who’s Who In Black Art is not aware that a third party has linked to this Website. You acknowledge and agree that Who’s Who In Black Art shall not be liable for any damages or injury arising out of or relating to your use of this Website resulting from a Link to this Site from a Third Party Site, and same are hereby waived.
Who’s Who In Black Art cannot guarantee that any of the Third Party Sites or Links will be free from any viruses, time bombs, trojan horses, worms or any other damaging computer programming routines or harmful components. Moreover, Who’s Who In Black Art does not make, and you hereby expressly waive, any and all representations and warranties with respect to the availability, use, accuracy, reliability, or the results of the use of, the Third Party Sites and the Links and same are hereby waived. Accordingly, Who’s Who In Black Art hereby disclaims all warranties, express or implied, arising by operation of law or otherwise, including, but not limited to, the warranties of merchantability, fitness for a particular purpose and warranties concerning infringement or the like, all of which are hereby waived.
9. Downloading. To access certain information on the Databases, you may need to download such information onto your own computer. You acknowledge and agree that your right to download information from the Databases is strictly limited to the Purpose and for no other purpose whatsoever. Information which is downloaded may only be displayed by you for the Purpose, provided it is not modified in any way and that all notices are maintained without change including, without limitation, copyright notices. You also acknowledge and agree that any Information downloaded from the Databases is done at your own discretion and risk and you are solely responsible for any loss of data or damage to your computer that may result from the download of such information.
10. Termination of Access. Who’s Who In Black Art shall have the right to terminate, limit or suspend your access to all or any part of the Site at any time, with or without notice, for any reason, including without limitation, for any conduct that Who’s Who In Black Art believes is in violation of the Terms or any applicable laws or is harmful to the interests of another user, any third party or the Website. Moreover, Who’s Who In Black Art reserves the right to discontinue the availability of the Website or any portion thereof at any time, and you agree Who’s Who In Black Art will have no liability for doing so.
11. Prohibited Postings. You shall not post, display or otherwise transmit via the Website any item, link, description or information that: (i) is false, inaccurate, misleading, disparaging, defamatory, libelous or slanderous to Who’s Who In Black Art or its business or any and all of its past or present officers, directors, shareholders or other members in any form or substance whatsoever; (ii) tortiously interferes with the current and prospective contracts and relationships of Who’s Who In Black Art, its affiliates, or subsidiaries; (iii) is or may be fraudulent or involve the sale of counterfeit or stolen items; (iv) links to or provides other listings (other than the links specifically approved in writing by Who’s Who In Black Art in advance); (v) misappropriates or infringes upon the rights of any third party, including without limitation, any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (vi) violates any applicable laws, including without limitation, those governing export control, consumer protection, unfair competition, antitrust, anti-discrimination or false advertising; (vii) is or may be obscene, pornographic, indecent or unlawful, in any form or substance whatsoever; or (viii) contains any viruses, time bombs, trojan horses, worms, or other computer programming routines or harmful components that may damage or interfere with the operations of the Site or any user (collectively, “Prohibited Postings”). Who’s Who In Black Art expressly disclaims any and all liability based upon your acts or omissions with respect to the Website, including Prohibited Postings. Moreover, Who’s Who In Black Art expressly reserves the right, but does not undertake the responsibility, to monitor this Website for the contents of postings. You acknowledge and agree that Who’s Who In Black Art shall not be liable for any damages or injury resulting from such monitoring or election not to do so. To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Who’s Who In Black Art, its shareholders, directors, officers and affiliates from and against any and all liabilities, damages, losses, obligations, penalties, claims, actions, litigation, proceedings, demands, defenses, judgments, suits, costs, disbursements and expenses, including but not limited to reasonable attorney’s fees and expenses of whatsoever kind and nature, directly or indirectly arising out of, relating to, or resulting from Prohibited Postings or similar acts or omissions by you or any of your employees, consultants, agents, representatives or affiliates.
You understand and agree that informational content posted by other members including, without limitation, computer files, software, graphics, sound files and text (“User Content”), whether publicly displayed by member on the Databases are the responsibility of the member from which such User Content has originated. You agree that any information you provide to Who’s Who In Black Art is and will be accurate, correct and up to date. You are fully responsible for any and all User Content that you upload, post, e-mail, transmit or submit to the Databases or Who’s Who In Black Art. Under no circumstances shall Who’s Who In Black Art be held liable for any errors or omissions in any User Content.
Who’s Who In Black Art does not pre-screen uploaded, posted or transmitted User Content, but Who’s Who In Black Art reserves the right to inspect, edit and delete any content that Who’s Who In Black Art knows, or has reason to know, has violated the Terms. Who’s Who In Black Art reserves the right to immediately, and without notice, terminate the account of any member found to have violated the provisions of the Terms. Who’s Who In Black Art may use or disclose any User Content, if such disclosure is necessary to enforce the Terms Agreement, to respond to claims of intellectual property infringement, to comply with legal processes or to protect the rights of Who’s Who In Black Art, the public or other members of Who’s Who In Black Art.
Who’s Who In Black Art makes every effort to maintain the integrity of the data, which is obtained primarily from members who respond to Who’s Who In Black Art by completing an application form. However, Who’s Who In Black Art not warrant the veracity, accuracy and/or truthfulness of this data, and hereby disclaims any and all liability for any shortcomings, false information, errors or inaccuracies included on the Databases, whether due to error(s) and/or omission(s) attributable to Who’s Who In Black Art and its agents or third parties.
You acknowledge that Who’s Who In Black Art is considered a “provider/user of an interactive computer service” as defined in the Communications Decency Act 47 U.S.C. §230 and therefore is immune from liability resulting from any false or inaccurate information contained on their website.
Further, Who’s Who In Black Art disclaims any responsibility and any and all liability for the contents, quality, performance or any other aspect of any information provided by it, including information found in Who’s Who In Black Art’s website, registries, databases, CD-ROMs and other products/services.
12. Payment. All membership fees and any payments related thereto including, without limitation, any membership upgrade fees are due and payable by you at the point of sale. You hereby acknowledge and agree that any other fees not collected at the point of sale that are due as a result of your membership including, without limitation, any deferred fees will be automatically charged by Who’s Who In Black Art to the credit card number provided by you to Who’s Who In Black Art thirty days from the original point of sale date.
13. Intellectual Property Infringement. Who’s Who In Black Art makes no representations or warranties as to whether Who’s Who In Black Art Databases are free from claims of third parties regarding infringement or the like. Indemnity. You agree to indemnify and hold Who’s Who In Black Art, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any losses, damages, claim, demand, obligations, fees (including reasonable attorney’s fees), penalties, suits or proceeding, of whatsoever kind and nature resulting from, relating to or arising out of (i) Prohibited Postings or similar acts by you or any of your employees, agents, or affiliates, (ii) your use of the Website or Databases, (iii) your connection to the Website or Databases, and (iv) your breach of the Terms. You agree that you are solely responsible for any breach of the obligations under the Terms and for the consequences (including any loss or damage which Who’s Who In Black Art may suffer) of any such breach.
14. Limitation of Liability. Who’s Who In Black Art’s MAXIMUM LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE MEMBERSHIP FEES PAID BY YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Who’s Who In Black Art BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, DIRECT, INDIRECT OR SPECIAL DAMAGES, OR LOST PROFITS OR EXPENSES OF WHATSOEVER KIND AND NATURE, IMPOSED UPON, INCURRED BY OR ASSERTED OR AWARDED AGAINST YOU, DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR RESULTING FROM: (I) THE Website; (II) YOUR USE, YOUR INABILITY TO USE OR ANY RESULT OF YOUR USE OF THIS Website OR ANY Websites THAT ARE LINKED TO OR FROM THIS Website; (III) YOUR USE (OR RELIANCE ON ANY) OF THE Information CONTAINED IN THIS Website OR ANY Website LINKED TO OR FROM THIS Website; (IV) ANY BREACH OF WARRANTY, EXPRESS OR IMPLIED, UNDER THESE Terms OR OTHERWISE; (V) ANY OTHER BREACH OF ANY OBLIGATION OR DUTY OWED BY Who’s Who In Black Art HEREUNDER OR UNDER APPLICABLE LAW, REGARDLESS OF WHETHER THE LIABILITY RESULTED FROM ANY GENERAL OR PARTICULAR REQUIREMENT OR NEED WHICH Who’s Who In Black Art KNEW OR SHOULD HAVE KNOWN OF, OR (VI) THE Databases. THIS LIMITATION OF LIABILITY WILL APPLY TO ANY CLAIM WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER Who’s Who In Black Art HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT ANY TERM OF ANY AGREEMENT BETWEEN YOU AND Who’s Who In Black Art IS FOUND UNCONSCIONABLE OR UNENFORCEABLE FOR ANY REASON, THIS PROVISION OF WAIVER BY AGREEMENT OF CONSEQUENTIAL DAMAGES SHALL NEVERTHELESS CONTINUE IN FULL FORCE AND EFFECT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THIS PARAGRAPH MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY OF Who’s Who In Black Art IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
a. This Website is controlled by Who’s Who In Black Art from its offices within the United States of America. Who’s Who In Black Art makes no representation that Information in this Website is appropriate or available for use in other locations. Access to this Website is prohibited in territories where the content of this Website is illegal.
Except as required by law, neither party nor any arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of Who’s Who In Black Art and you.
c. By use of this Website, you agree to be bound by all applicable laws and regulations that may pertain to the Website, and you agree that any Information will not be removed or exported from the United States or re-exported, except in compliance with all licenses and approvals required under applicable United States and foreign export laws and regulations, including, without limitation, those of the U.S. Department of Commerce. Diversion therefrom contrary to U.S. law is prohibited.