Seayoo Terms of Use Agreement
Last updated: October 1st, 2008
Seayoo.com (individually and collectively, "Seayoo" or "We"), is a social networking service that allows Members to create unique personal profiles online in order to find and communicate with friends.
This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Seayoo Services. By using the Seayoo Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Seayoo Website, including through a mobile device, or otherwise use the Seayoo Services without being registered) or you are a "Member" (which means that you have registered with Seayoo). The term "User" refers to a Visitor or a Member. You are only authorized to use the Seayoo Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the Seayoo Website and discontinue use of the Seayoo Services immediately. If you wish to become a Member, communicate with other Members and/or make use of the Seayoo Services, you must read this Agreement and indicate your acceptance during the registration process. This Agreement includes Seayoo's policy for acceptable use of the Seayoo Services and Content (as defined in Section 6.1 below) posted on or through the Seayoo Services and your rights, obligations and restrictions regarding your use of the Seayoo Services and Content posted on or through the Seayoo Services. In order to participate in certain Seayoo Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from Seayoo. Unless otherwise provided by the additional terms and conditions applicable to the Seayoo Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. Seayoo may modify this Agreement from time to time and such modification shall be effective upon posting by Seayoo on the Seayoo Website. Your continued use of the Seayoo Services after Seayoo posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. Please choose carefully the information you post on or through the Seayoo Services and that you provide to other Users. Your Seayoo profile may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other Seayoo Members (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Seayoo assumes no responsibility or liability for this material. If you become aware of misuse of the Seayoo Services by any person, please click on the "Contact Seayoo" or the "Report Abuse" link at the bottom of the Seayoo Website pages and in the forums. Seayoo reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Seayoo Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Seayoo expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Seayoo Services if Seayoo determines, in its sole discretion that you have violated this Agreement or pose a threat to Seayoo and/or its Users. By consenting to this Agreement, You confirm that your command and knowledge of English is sufficient to understand the terms and conditions set forth herein. You affirm that You are over the age of 13, as the Seayoo Services are not intended for children under 13. If it comes to Seayoo's attention through reliable means that a User is a child under 13 years of age, Seayoo will cancel that User's Membership. If You are under 13 years of age, then please do not use the Seayoo Services-there are lots of other great web sites for You. Talk to Your parents about what sites are appropriate for You.
If you are between the ages of 13 and 18, please let your parent or guardian know about these terms of Agreement and get his or her permission before you give us your consent or give us any of your personally identifiable information.
For Users in Holland: You represent and warrant that You are at least 16 years old. If it comes to Seayoo's attention through reliable means that a Dutch User is a child under 16 years of age, Seayoo will cancel that User's Membership. In addition, to the extent that the country from which you access the Seayoo Services imposes additional obligations or restrictions on the Users who are minors, or otherwise, You are subject to those obligations or restrictions. 1. Eligibility. Use of the Seayoo Services and registration to be a Member for the Seayoo Services ("Membership") is void where prohibited. By using the Seayoo Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Seayoo Services does not violate any applicable law or regulation. 2. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the Seayoo Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. Seayoo may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, this Agreement will remain in effect, including Sections 5-17. 3. Software. You acknowledge that any software available in connection with the Seayoo Services and related documentation that may be available to download from the Website (the "Software") is the copyrighted work of Seayoo. You agree that use of the Software is governed by the terms of the license agreement which accompanies or is included with the Software (the "License Agreement"). Any Software and other material downloaded or otherwise obtained through the use of Seayoo Services is done at Your own discretion and risk and You will be solely responsible for any damage to Your computer system or loss of data that results from the download of any such Software and material. Except as set forth in the applicable License Agreement, any further copying, reproduction or redistribution of the Software is expressly prohibited (See also section 14 below). 4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree to notify Seayoo immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. 5. Use by Members. The Seayoo Services are for the personal use of Members and may be used for promotional purposes as well, but direct commercial endeavors may only be used if they are specifically endorsed or authorized by Seayoo. Seayoo reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the Seayoo Services, including collecting usernames, user id numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Seayoo Website, or employing third party promotional sites or software to promote profiles for money, is prohibited. 6. Proprietary Rights in Content on Seayoo. 6.1 Seayoo does not claim any ownership rights in the text, images, photos, video, or any other materials (collectively, "Content") that you post on or through the Seayoo Services. After posting your Content to the Seayoo Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ("posting") any Content on or through the Seayoo Services, you hereby grant to Seayoo a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on or through the Seayoo Services, including without limitation distributing part or all of the Seayoo Website in any media formats and through any media channels, except Content marked "private" will not be distributed outside the Seayoo Website. This limited license does not grant Seayoo the right to sell or otherwise distribute your Content outside of the Seayoo Services. 6.2 The license you grant to Seayoo is non-exclusive (meaning you are free to license your Content to anyone else in addition to Seayoo), fully-paid and royalty-free (meaning that Seayoo is not required to pay you for the use on the Seayoo Services of the Content that you post), sublicensable (so that Seayoo is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the Seayoo Services), and worldwide (because the Internet and the Seayoo Services are global in reach). 6.3 You represent and warrant that: (i) you own the Content posted by you on or through the Seayoo Services or otherwise have the right to grant the license set forth in this Section 6, and (ii) the posting of your Content on or through the Seayoo Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you on or through the Seayoo Services. 6.4 The Seayoo Services contain Content of Seayoo ("Seayoo Content"). Seayoo Content is protected by copyright, trademark, patent, trade secret and other laws, and Seayoo owns and retains all rights in the Seayoo Content and the Seayoo Services. Seayoo hereby grants you a limited, revocable, non sublicensable license to reproduce and display the Seayoo Content (excluding any software code) solely for your personal use in connection with viewing the Seayoo Website and using the Seayoo Services. 6.5 The Seayoo Services contain Content of Users and other Seayoo licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Seayoo Services. 6.6 Seayoo performs technical functions necessary to offer the Seayoo Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Seayoo Services. 7. Content Posted. 7.1 Seayoo may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of Seayoo violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Seayoo assumes no responsibility for monitoring the Seayoo Services for inappropriate Content or conduct. If at any time Seayoo chooses, in its sole discretion, to monitor the Seayoo Services, Seayoo nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. 7.2 You are solely responsible for the Content that you post on or through any of the Seayoo Services, and any material or information that you transmit to other Members and for your interactions with other Users. 8. Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the Seayoo Services. Seayoo reserves the right to investigate and take appropriate legal action against anyone who, in Seayoo's sole discretion, violates this provision, including without limitation, removing the offending Content from the Seayoo Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of Seayoo: 8.1 is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; 8.2 harasses or advocates harassment of another person; 8.3 exploits people in a sexual or violent manner; 8.4 contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website; 8.5 solicits personal information from anyone under 18; 8.6 publicly posts information that poses or creates a privacy or security risk to any person; 8.7 constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; 8.8 constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files; 8.9 involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; 8.10 contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); 8.11 furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; 8.12 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; 8.13 involves commercial activities and/or sales without prior written consent from Seayoo such as contests, sweepstakes, barter, advertising, or pyramid schemes; 8.14 includes a photograph of another person that you have posted without that person's consent; 8.15 for band, comedy, filmmaker and other profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile; or 8.16 violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. The following are examples of the kind of activity that is illegal or prohibited on the Seayoo Website and through your use of the Seayoo Services. Seayoo reserves the right to investigate and take appropriate legal action against anyone who, in Seayoo's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to: 8.17 criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; 8.18 advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the Seayoo Services. You may not transmit any chain letters or junk email to other Members. In order to protect our Members from such advertising or solicitation, Seayoo reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Seayoo deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the Seayoo Services, you acknowledge that you will have caused substantial harm to Seayoo, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Seayoo $50 for each such unsolicited email or other unauthorized commercial communication you send through the Seayoo Services; 8.19 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Seayoo Services; 8.20 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network; 8.21 covering or obscuring the banner advertisements on your personal profile page, or any Seayoo page via HTML/CSS or any other means; 8.22 any automated use of the system, such as, but not limited to, using scripts to add friends or send comments or messages; 8.23 interfering with, disrupting, or creating an undue burden on the Seayoo Services or the networks or services connected to the Seayoo Services; 8.24 impersonating or attempting to impersonate another Member, person or entity; 8.25 8.26 using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account; 8.27 selling or otherwise transferring your profile; 8.28 using any information obtained from the Seayoo Services in order to harass, abuse, or harm another person or entity, or attempting to do the same; 8.29 displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Seayoo Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your "Top 8" friends, or sending private messages with a commercial purpose; or 8.30 using the Seayoo Services in a manner inconsistent with any and all applicable laws and regulations. 9. Protecting Copyrights and Other Intellectual Property. Seayoo respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Seayoo has the right to terminate the Membership of infringers. If you believe your work has been copied and posted on or through the Seayoo Services in a way that constitutes copyright infringement, please send Seayoo's Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Seayoo Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or a uthorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. Seayoo's Copyright Agent for notification of claimed infringement can be reached as follows: By email: Admin@seayoo.com. Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. 10. Member Disputes. You are solely responsible for your interactions with other Seayoo Members. Seayoo reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members. 11. Privacy. Use of the Seayoo Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference. Except as expressly stated in our Privacy Policy, Seayoo does not make any representations, warranties or conditions of any kind, express or implied, as to the security of any information You may provide or activities You engage in during the course of your use of the Seayoo Services. 12. Disclaimers. Seayoo is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the Seayoo Services, whether caused by Users of the Seayoo Services or by any of the equipment or programming associated with or utilized in the Seayoo Services and such User Content does not necessarily reflect the opinions or policies of Seayoo. Profiles and third party applications created and posted by Members on the Seayoo Website may contain links to other websites. Seayoo is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Seayoo. Inclusion of any linked website on the Seayoo Services does not imply approval or endorsement of the linked website by Seayoo. When you access these third party sites, you do so at your own risk. Seayoo takes no responsibility for third party advertisements or third party applications that are posted on or through the Seayoo Services, nor does it take any responsibility for the goods or services provided by its advertisers. Seayoo is not responsible for the conduct, whether online or offline, of any User of the Seayoo Services. Seayoo assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Seayoo is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Seayoo Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Seayoo Services. Under no circumstances shall Seayoo be responsible for any loss or damage, including personal injury or death, resulting from use of the Seayoo Services, attendance at a Seayoo event, from any User Content posted on or through the Seayoo Services, or from the conduct of any Users of the Seayoo Services, whether online or offline. Except as expressly provided otherwise in a written agreement between you and Seayoo, the Seayoo Services are provided "AS-IS" and as available and Seayoo expressly disclaims any warranties of any kind including without limitation, representations, warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose, title, fitness for a particular purpose or non-infringement and those arising by statute or from a course of dealing or usage of trade. While Seayoo makes every reasonable effort to ensure that the Seayoo Service will function as claimed, Seayoo cannot guarantee and does not promise any specific results from use of the Seayoo Services or that the Seayoo Service will provide uninterrupted service, be free of bugs, security breaches, virus attacks and the like, or that they will always be available. The Seayoo Services will occasionally be unavailable for routine maintenance, upgrading, or other reasons. In addition, You agree that Seayoo will not be held responsible for any consequences to its Users that may result from technical problems of the internet, slow connections, traffic congestion or overload of our or other servers, etc. 13. Limitation on Liability. IN NO EVENT SHALL SEAYOO ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS AND AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST OF PROFIT, GOODWILL, REPUTATION, DAMAGES ARISING FROM YOUR USE OR THE INABILITY TO USE OF THE SEAYOO SERVICES, THE CONTENT OR THE WEB-SITE, EVEN IF SEAYOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SEAYOO'S LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SEAYOO IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, FOR ACCESSING AND USING THE SEAYOO SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 14. U.S. Export Controls. The Software is further subject to United States export controls. No Software may be downloaded from the Seayoo Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. 15. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions. You and Seayoo agree to submit to the exclusive jurisdiction of the courts located within the State of New York to resolve any dispute arising out of the Agreement or the Seayoo Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT. 16. Indemnity. You agree to indemnify and hold Seayoo, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Seayoo 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 in this Agreement and/or if any Content that you post on or through the Seayoo Services causes Seayoo to be liable to another. This defense and indemnification obligation will survive these terms of Agreement and Your use of the Seayoo Services. 17. Other. This Agreement is accepted upon your use of the Seayoo Website or any of the Seayoo Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Seayoo regarding the use of the Seayoo Services. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Seayoo without restriction. The failure of Seayoo 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. Seayoo is a trademark of Seayoo, Inc. This Agreement operates to the fullest extent permissible 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. YOU AND SEAYOO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SEAYOO SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. Please contact us at: Contact Seayoo with any questions regarding this Agreement. I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Seayoo Services. By using the Seayoo Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Seayoo Website, including through a mobile device, or otherwise use the Seayoo Services without being registered) or you are a "Member" (which means that you have registered with Seayoo). The term "User" refers to a Visitor or a Member. You are only authorized to use the Seayoo Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the Seayoo Website and discontinue use of the Seayoo Services immediately. If you wish to become a Member, communicate with other Members and/or make use of the Seayoo Services, you must read this Agreement and indicate your acceptance during the registration process. This Agreement includes Seayoo's policy for acceptable use of the Seayoo Services and Content (as defined in Section 6.1 below) posted on or through the Seayoo Services and your rights, obligations and restrictions regarding your use of the Seayoo Services and Content posted on or through the Seayoo Services. In order to participate in certain Seayoo Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from Seayoo. Unless otherwise provided by the additional terms and conditions applicable to the Seayoo Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. Seayoo may modify this Agreement from time to time and such modification shall be effective upon posting by Seayoo on the Seayoo Website. Your continued use of the Seayoo Services after Seayoo posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. Please choose carefully the information you post on or through the Seayoo Services and that you provide to other Users. Your Seayoo profile may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other Seayoo Members (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Seayoo assumes no responsibility or liability for this material. If you become aware of misuse of the Seayoo Services by any person, please click on the "Contact Seayoo" or the "Report Abuse" link at the bottom of the Seayoo Website pages and in the forums. Seayoo reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Seayoo Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Seayoo expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Seayoo Services if Seayoo determines, in its sole discretion that you have violated this Agreement or pose a threat to Seayoo and/or its Users. By consenting to this Agreement, You confirm that your command and knowledge of English is sufficient to understand the terms and conditions set forth herein. You affirm that You are over the age of 13, as the Seayoo Services are not intended for children under 13. If it comes to Seayoo's attention through reliable means that a User is a child under 13 years of age, Seayoo will cancel that User's Membership. If You are under 13 years of age, then please do not use the Seayoo Services-there are lots of other great web sites for You. Talk to Your parents about what sites are appropriate for You.
If you are between the ages of 13 and 18, please let your parent or guardian know about these terms of Agreement and get his or her permission before you give us your consent or give us any of your personally identifiable information.
For Users in Holland: You represent and warrant that You are at least 16 years old. If it comes to Seayoo's attention through reliable means that a Dutch User is a child under 16 years of age, Seayoo will cancel that User's Membership. In addition, to the extent that the country from which you access the Seayoo Services imposes additional obligations or restrictions on the Users who are minors, or otherwise, You are subject to those obligations or restrictions. 1. Eligibility. Use of the Seayoo Services and registration to be a Member for the Seayoo Services ("Membership") is void where prohibited. By using the Seayoo Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Seayoo Services does not violate any applicable law or regulation. 2. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the Seayoo Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. Seayoo may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, this Agreement will remain in effect, including Sections 5-17. 3. Software. You acknowledge that any software available in connection with the Seayoo Services and related documentation that may be available to download from the Website (the "Software") is the copyrighted work of Seayoo. You agree that use of the Software is governed by the terms of the license agreement which accompanies or is included with the Software (the "License Agreement"). Any Software and other material downloaded or otherwise obtained through the use of Seayoo Services is done at Your own discretion and risk and You will be solely responsible for any damage to Your computer system or loss of data that results from the download of any such Software and material. Except as set forth in the applicable License Agreement, any further copying, reproduction or redistribution of the Software is expressly prohibited (See also section 14 below). 4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree to notify Seayoo immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. 5. Use by Members. The Seayoo Services are for the personal use of Members and may be used for promotional purposes as well, but direct commercial endeavors may only be used if they are specifically endorsed or authorized by Seayoo. Seayoo reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the Seayoo Services, including collecting usernames, user id numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Seayoo Website, or employing third party promotional sites or software to promote profiles for money, is prohibited. 6. Proprietary Rights in Content on Seayoo. 6.1 Seayoo does not claim any ownership rights in the text, images, photos, video, or any other materials (collectively, "Content") that you post on or through the Seayoo Services. After posting your Content to the Seayoo Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ("posting") any Content on or through the Seayoo Services, you hereby grant to Seayoo a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on or through the Seayoo Services, including without limitation distributing part or all of the Seayoo Website in any media formats and through any media channels, except Content marked "private" will not be distributed outside the Seayoo Website. This limited license does not grant Seayoo the right to sell or otherwise distribute your Content outside of the Seayoo Services. 6.2 The license you grant to Seayoo is non-exclusive (meaning you are free to license your Content to anyone else in addition to Seayoo), fully-paid and royalty-free (meaning that Seayoo is not required to pay you for the use on the Seayoo Services of the Content that you post), sublicensable (so that Seayoo is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the Seayoo Services), and worldwide (because the Internet and the Seayoo Services are global in reach). 6.3 You represent and warrant that: (i) you own the Content posted by you on or through the Seayoo Services or otherwise have the right to grant the license set forth in this Section 6, and (ii) the posting of your Content on or through the Seayoo Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you on or through the Seayoo Services. 6.4 The Seayoo Services contain Content of Seayoo ("Seayoo Content"). Seayoo Content is protected by copyright, trademark, patent, trade secret and other laws, and Seayoo owns and retains all rights in the Seayoo Content and the Seayoo Services. Seayoo hereby grants you a limited, revocable, non sublicensable license to reproduce and display the Seayoo Content (excluding any software code) solely for your personal use in connection with viewing the Seayoo Website and using the Seayoo Services. 6.5 The Seayoo Services contain Content of Users and other Seayoo licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Seayoo Services. 6.6 Seayoo performs technical functions necessary to offer the Seayoo Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Seayoo Services. 7. Content Posted. 7.1 Seayoo may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of Seayoo violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Seayoo assumes no responsibility for monitoring the Seayoo Services for inappropriate Content or conduct. If at any time Seayoo chooses, in its sole discretion, to monitor the Seayoo Services, Seayoo nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. 7.2 You are solely responsible for the Content that you post on or through any of the Seayoo Services, and any material or information that you transmit to other Members and for your interactions with other Users. 8. Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the Seayoo Services. Seayoo reserves the right to investigate and take appropriate legal action against anyone who, in Seayoo's sole discretion, violates this provision, including without limitation, removing the offending Content from the Seayoo Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of Seayoo: 8.1 is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; 8.2 harasses or advocates harassment of another person; 8.3 exploits people in a sexual or violent manner; 8.4 contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website; 8.5 solicits personal information from anyone under 18; 8.6 publicly posts information that poses or creates a privacy or security risk to any person; 8.7 constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; 8.8 constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files; 8.9 involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; 8.10 contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); 8.11 furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; 8.12 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; 8.13 involves commercial activities and/or sales without prior written consent from Seayoo such as contests, sweepstakes, barter, advertising, or pyramid schemes; 8.14 includes a photograph of another person that you have posted without that person's consent; 8.15 for band, comedy, filmmaker and other profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile; or 8.16 violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. The following are examples of the kind of activity that is illegal or prohibited on the Seayoo Website and through your use of the Seayoo Services. Seayoo reserves the right to investigate and take appropriate legal action against anyone who, in Seayoo's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to: 8.17 criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; 8.18 advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the Seayoo Services. You may not transmit any chain letters or junk email to other Members. In order to protect our Members from such advertising or solicitation, Seayoo reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Seayoo deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the Seayoo Services, you acknowledge that you will have caused substantial harm to Seayoo, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Seayoo $50 for each such unsolicited email or other unauthorized commercial communication you send through the Seayoo Services; 8.19 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Seayoo Services; 8.20 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network; 8.21 covering or obscuring the banner advertisements on your personal profile page, or any Seayoo page via HTML/CSS or any other means; 8.22 any automated use of the system, such as, but not limited to, using scripts to add friends or send comments or messages; 8.23 interfering with, disrupting, or creating an undue burden on the Seayoo Services or the networks or services connected to the Seayoo Services; 8.24 impersonating or attempting to impersonate another Member, person or entity; 8.25 8.26 using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account; 8.27 selling or otherwise transferring your profile; 8.28 using any information obtained from the Seayoo Services in order to harass, abuse, or harm another person or entity, or attempting to do the same; 8.29 displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Seayoo Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your "Top 8" friends, or sending private messages with a commercial purpose; or 8.30 using the Seayoo Services in a manner inconsistent with any and all applicable laws and regulations. 9. Protecting Copyrights and Other Intellectual Property. Seayoo respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Seayoo has the right to terminate the Membership of infringers. If you believe your work has been copied and posted on or through the Seayoo Services in a way that constitutes copyright infringement, please send Seayoo's Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Seayoo Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or a uthorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. Seayoo's Copyright Agent for notification of claimed infringement can be reached as follows: By email: Admin@seayoo.com. Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. 10. Member Disputes. You are solely responsible for your interactions with other Seayoo Members. Seayoo reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members. 11. Privacy. Use of the Seayoo Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference. Except as expressly stated in our Privacy Policy, Seayoo does not make any representations, warranties or conditions of any kind, express or implied, as to the security of any information You may provide or activities You engage in during the course of your use of the Seayoo Services. 12. Disclaimers. Seayoo is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the Seayoo Services, whether caused by Users of the Seayoo Services or by any of the equipment or programming associated with or utilized in the Seayoo Services and such User Content does not necessarily reflect the opinions or policies of Seayoo. Profiles and third party applications created and posted by Members on the Seayoo Website may contain links to other websites. Seayoo is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Seayoo. Inclusion of any linked website on the Seayoo Services does not imply approval or endorsement of the linked website by Seayoo. When you access these third party sites, you do so at your own risk. Seayoo takes no responsibility for third party advertisements or third party applications that are posted on or through the Seayoo Services, nor does it take any responsibility for the goods or services provided by its advertisers. Seayoo is not responsible for the conduct, whether online or offline, of any User of the Seayoo Services. Seayoo assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Seayoo is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Seayoo Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Seayoo Services. Under no circumstances shall Seayoo be responsible for any loss or damage, including personal injury or death, resulting from use of the Seayoo Services, attendance at a Seayoo event, from any User Content posted on or through the Seayoo Services, or from the conduct of any Users of the Seayoo Services, whether online or offline. Except as expressly provided otherwise in a written agreement between you and Seayoo, the Seayoo Services are provided "AS-IS" and as available and Seayoo expressly disclaims any warranties of any kind including without limitation, representations, warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose, title, fitness for a particular purpose or non-infringement and those arising by statute or from a course of dealing or usage of trade. While Seayoo makes every reasonable effort to ensure that the Seayoo Service will function as claimed, Seayoo cannot guarantee and does not promise any specific results from use of the Seayoo Services or that the Seayoo Service will provide uninterrupted service, be free of bugs, security breaches, virus attacks and the like, or that they will always be available. The Seayoo Services will occasionally be unavailable for routine maintenance, upgrading, or other reasons. In addition, You agree that Seayoo will not be held responsible for any consequences to its Users that may result from technical problems of the internet, slow connections, traffic congestion or overload of our or other servers, etc. 13. Limitation on Liability. IN NO EVENT SHALL SEAYOO ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS AND AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST OF PROFIT, GOODWILL, REPUTATION, DAMAGES ARISING FROM YOUR USE OR THE INABILITY TO USE OF THE SEAYOO SERVICES, THE CONTENT OR THE WEB-SITE, EVEN IF SEAYOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SEAYOO'S LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SEAYOO IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, FOR ACCESSING AND USING THE SEAYOO SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 14. U.S. Export Controls. The Software is further subject to United States export controls. No Software may be downloaded from the Seayoo Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. 15. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions. You and Seayoo agree to submit to the exclusive jurisdiction of the courts located within the State of New York to resolve any dispute arising out of the Agreement or the Seayoo Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT. 16. Indemnity. You agree to indemnify and hold Seayoo, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Seayoo 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 in this Agreement and/or if any Content that you post on or through the Seayoo Services causes Seayoo to be liable to another. This defense and indemnification obligation will survive these terms of Agreement and Your use of the Seayoo Services. 17. Other. This Agreement is accepted upon your use of the Seayoo Website or any of the Seayoo Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Seayoo regarding the use of the Seayoo Services. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Seayoo without restriction. The failure of Seayoo 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. Seayoo is a trademark of Seayoo, Inc. This Agreement operates to the fullest extent permissible 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. YOU AND SEAYOO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SEAYOO SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. Please contact us at: Contact Seayoo with any questions regarding this Agreement. I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.