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CHANGINGINC COMMERCE WEB SITE
TERMS OF USE (DISTRIBUTOR AND USER) AGREEMENT
Welcome to the Commerce Platform. This site is owned by
ChangingInc Corporation (“ChangingInc”).
CHANGINGINC provides this site subject to your compliance
with this Terms of Use Agreement (the “Agreement”). Please
read this Agreement carefully before using this Commerce Platform. Your
use of this Commerce Platform constitutes your acceptance to be bound
by this Agreement without limitation, qualification or change. If at
any time you determine that you do not accept all the terms and conditions
of this Agreement, you must immediately discontinue use of this Commerce
Platform.
Certain products or services offered by this and/or other
Commerce Platforms, and certain areas within this and/or other Commerce
Platforms may be governed by additional terms of use and/or other agreements
(“Additional Terms”) presented in conjunction with those
products or services. You must agree to these Additional Terms before
using those areas. The Additional Terms and this Agreement shall apply
equally. In the event of an irreconcilable inconsistency between the
Additional Terms and Agreements and this Agreement, the Additional Terms
shall control.
YOU MAY NOT USE ANY CHANGINGINC WEB SITE OR COMMERCE
PLATFORM FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THIS AGREEMENT
AND/OR ANY APPLICABLE ADDITIONAL TERMS. YOUR ACCESS TO ANY CHANGINGINC
WEB SITE, INCLUDING THE COMMERCE PLATFORM, MAY BE TERMINATED IMMEDIATELY
IN CHANGINGINC’S SOLE DISCRETION, WITH OR WITHOUT NOTICE, IF
YOU FAIL TO COMPLY WITH ANY PROVISIONS OF THIS AGREEMENT AND/OR ADDITIONAL
TERMS, OR FOR ANY OTHER REASON, OR NO REASON.
Some parts of this Commerce Platform may contain regulated
or restricted content, such as content intended for people who are at
least 18 years old. Accessing the materials on this Commerce Platform
by certain persons may not be lawful, and CHANGINGINC makes no representation
that materials on this Commerce Platform are appropriate or available
for use by such persons or in such locations. If you choose to access
this Commerce Platform, you do so at your own risk and initiative, and
are responsible for compliance with any applicable local laws.
You are responsible for compliance with the laws of your
local jurisdiction regarding the viewing, downloading or receipt by
any electronic means of any content on a Commerce Platform. By using
and/or downloading or receiving any such materials from a Commerce Platform,
you represent and warrant that you are not located in, under the control
of, or a national or resident of any such country or jurisdiction to
which such use or downloading is prohibited or are not a person or entity
to which such use or downloading is prohibited. Filtering software is
commercially available which can be used to exclude content that is
not acceptable to you. This software may prevent the display of all
or portions of the Commerce Platform content.
User Undertakings
You agree and warrant that you will not:
- Deliver any unsolicited advertisement, promotional materials,
junk e-mail, bulk e-mail (also know as “spam”), chain
letters, surveys or contests, or solicit participation in any pyramid
schemes (unless it is on a page that explicitly states that such
Postings are allowed on that page);
- Deliver any unlawful (according to local, state, federal, or
international law or regulation) Postings to or through the Commerce
Platform, or any Postings that advocate illegal activity;
- Deliver any Postings, or provide links to Postings, containing
material that could be considered harmful, obscene, pornographic,
indecent, lewd, violent, abusive, profane, insulting, threatening,
tortious, harassing, hateful or otherwise objectionable;
- Deliver any Postings, or provide links to Postings containing
material that harasses, victimizes, degrades, or intimidates an
individual or group of individuals on the basis of religion, race,
ethnicity, sexual orientation, gender, age, or disability;
- Deliver any Postings, or provide links to Postings, containing
defamatory, false, or libelous material;
- Deliver any Posting, to or through the Commerce Platform, that
infringes or violates any intellectual property or other right
of any entity or person, including, without limitation, copyrights,
patents, trademarks, laws governing trade secrets, rights to privacy,
or publicity;
- Deliver any Posting to, or through the Commerce Platform, that
that you do not have a right to make available under law or contractual
or fiduciary relationships;
- Impersonate another person or entity or falsely state or otherwise
misrepresent your affiliation with a person or entity, or adopt
a false identity if the purpose of doing so is to mislead, deceive
or defraud another;
- Manipulate identifiers, including by forging headers, in order
to disguise your identify or corporate affiliation;
- Use this Website in any manner which could damage, disable, overburden,
or impair or otherwise interfere with the use of the Commerce Platform
or other users’computer equipment, or cause damage, disruption
or limit the functioning of any software, hardware or telecommunications
equipment;
- Attempt to gain unauthorized access to this Commerce Platform,
any related website, other accounts, computer systems or networks
connected to this Commerce Platform, through hacking, password
mining or any other means;
- Obtain or attempt to obtain any materials or information through
any means not intentionally made available through this Commerce
Platform, including harvesting or otherwise collecting information
about others such as e-mail addresses; or
- Otherwise cause damage or exploit information for commercial
purposes on or through the Commerce Platform.
You are solely responsible and liable for any Postings
delivered to the Commerce Platform using your account. CHANGINGINC reserves
the right to remove any Posting and limit or terminate access to you
at any time, with or without notice from CHANGINGINC, for any reason.
CHANGINGINC does not control and is not responsible for
any notes, messages, billboard postings, ideas, suggestions, concepts
or other material, or files (“Postings”) delivered to a
Commerce Platform by you or other users. CHANGINGINC is not obligated
to and does not regularly review, monitor, delete or edit Postings.
However, CHANGINGINC reserves the right to do so at any time in its
sole discretion, for any reason or no reason. These activities do not
impose any responsibility or liability on CHANGINGINC for damages arising
from Postings or from CHANGINGINC’s alteration of Postings. CHANGINGINC
is not responsible or liable for damages of any kind arising from any
Postings even when CHANGINGINC is advised of the possibility of such
damages.
The information and opinions expressed in Postings on
this Commerce Platform are not necessarily those of CHANGINGINC or its
content providers, advertisers, sponsors, affiliated or related entities,
and CHANGINGINC makes no representations or warranties regarding that
information or those opinions. CHANGINGINC does not represent or guarantee
the truthfulness, accuracy, or reliability of any Postings or determine
whether the Postings violate the rights of others. You acknowledge that
any reliance on material posted by other users will be at your own risk.
Unless otherwise provided, all Postings to the public
areas of the Commerce Platform automatically and immediately become
the property of CHANGINGINC without any obligation of confidentiality.
CHANGINGINC shall be entitled to use the material for any type of use
forever including in any media whether now known or later devised. If
any court determines that CHANGINGINC does not retain exclusive ownership
of any Posting, then you hereby expressly grant to CHANGINGINC a royalty-free,
perpetual, irrevocable right to use, reproduce, adapt, modify, publish,
edit, translate, perform, transmit, sell, sublicense or otherwise distribute
and display the Posting for any reason, including for promotional and
advertising purposes, alone or as a part of other works in any form,
medium or technology now known or later developed, and you waive all
moral rights in all such Postings.
Changes to this Agreement
CHANGINGINC reserves the right, in its sole discretion,
to modify, alter, or otherwise change this Agreement and/or the Additional
Terms at any time. CHANGINGINC will provide notice of such change on
the Commerce Platform. Please review the Terms of Use and/or Additional
Terms periodically for changes. Your continued use of the Commerce Platform
constitutes your acceptance and agreement to be bound by these changes
without limitation, qualification or change. If at any time you determine
that you do not accept these changes, you must immediately discontinue
use of this Commerce Platform or the Commerce Platform to which the
changes apply.
Privacy and Protection of Personal Information
CHANGINGINC has developed a Privacy Statement in order
to inform you of its practices with respect to the collection, use,
and disclosure of personal information. You can find this Statement
by clicking here.
Accounts, Security, Passwords
If a particular area on this Commerce Platform requires
you to open an account or otherwise subscribe or register for use, you
must complete the specified registration process by providing us with
current, complete and accurate information as requested by the applicable
registration form or other mandated subscription process. Opening an
account or otherwise subscribing or registering to use such an area
may be governed by Additional Terms. It is your responsibility to maintain
the currency, completeness and accuracy of your registration data and
any loss caused by your failure to do so is your responsibility. After
you have fully completed the registration form, you may be asked to
choose a password and a user name. It is entirely your responsibility
to maintain the confidentiality of your password and account information.
Additionally, you are entirely responsible for any and all activities
that occur under your account. You agree to notify CHANGINGINC immediately
of any unauthorized use of your account. CHANGINGINC is not liable for
any loss that you may incur as a result of someone else using your password
or account, either with or without your knowledge.
Fees
Access to and use of the public access areas of the Commerce
Platform is currently available without charge. Some portions of the
Commerce Platform are restricted and subject to fees. Your access to
or use of this Commerce Platform before such time does not entitle you
to use of this Commerce Platform or any other Commerce Platform without
charge in the future.
Use of Intellectual Property
The Commerce Platform, and all of its contents, including
but not limited to articles, other text, photographs, images, illustrations,
graphics, video material, audio material, including musical compositions
and sound recordings, software, CHANGINGINC logos, titles, characters,
names, graphics and button icons (collectively “Intellectual Property”),
are protected by copyright, trademark and other laws of the United States,
as well as international conventions and the laws of other countries.
The Intellectual Property is owned or controlled by CHANGINGINC or by
other parties that have provided rights thereto to CHANGINGINC.
You may not, and agree that you will not, reproduce,
download, license, publish, enter into a database, display, modify,
create derivative works from, transmit, post, distribute or perform
publicly by any means, method, or process now known or later developed,
decompile, reverse engineer, disassemble, use on another computer-related
environment, transfer or sell any Intellectual Property, information,
software or products obtained from or through this Commerce Platform,
in whole or in part, without the express written permission of CHANGINGINC.
Other trademarks, service marks, product names, company
names or logos, and intellectual property appearing on this Commerce
Platform that are not owned by CHANGINGINC may not be used without express
permission from their owners.
Additionally, unless otherwise expressly permitted, websites
may not hyperlink to or frame this Commerce Platform, or any web page
or material herein, nor may any entity include a hyperlink to any aspect
of the Commerce Platform in an e-mail for commercial purposes, without
the express written permission of CHANGINGINC.
You may inquire about obtaining permission by writing:
ChangingInc
2 Ravina Dr, Suite 370
Atlanta, GA 30346
Procedure for Making Claims of Copyright Infringement
CHANGINGINC respects the intellectual property rights
of third parties and complies with the terms of the Digital Millennium
Copyright Act (DMCA) regarding such rights. In accordance with the DMCA
provisions regarding removal of access to infringing material, CHANGINGINC
shall remove or disable access to infringing material. You can find
our procedures for providing notice of alleged copyright infringement
here.
Disclaimer of Warranties
YOUR USE OF, AND RELIANCE ON, ANY ADVICE OR INFORMATION
OBTAINED FROM OR THROUGH THE CHANGINGINC WEB SITE AND/OR ANY CHANGINGINC
INTERNET SERVICE IS AT YOUR OWN RISK. ALL CONTENT, INCLUDING SOFTWARE,
PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTAINED
WITHIN OR AVAILABLE THROUGH THIS CHANGINGINC WEB SITE, ARE PROVIDED
TO YOU ON AN “AS IS,”“AS AVAILABLE”BASIS. TO
THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CHANGINGINC
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT,
INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD
PARTIES. CHANGINGINC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT
THIS CHANGINGINC WEB SITE WILL OPERATE ERROR-FREE OR UNINTERRUPTED,
THAT DEFECTS WILL BE CORRECTED, OR THAT THIS CHANGINGINC WEB SITE AND/OR
ITS SERVER WILL BE FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS.
CHANGINGINC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY,
AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF
ANY MATERIAL OF ANY KIND CONTAINED WITHIN THIS CHANGINGINC WEB SITE
FOR ANY PURPOSE, INCLUDING WITHOUT LIMITATION SOFTWARE, PRODUCTS, AND
SERVICES, AND INFORMATION, TEXT AND RELATED GRAPHICS CONTAINED THEIREIN.
Limitations on Liability
In no event shall CHANGINGINC, its subsidiaries, affiliates,
distributors, suppliers, licensors, agents or others involved in creating,
sponsoring, promoting, or otherwise making available this Commerce Platform
and its contents, be liable to any person or entity whatsoever for any
direct, indirect, incidental, special, compensatory, consequential,
or punitive damages or any damages whatsoever, including but not limited
to: (i) loss of goodwill, profits, business interruption, data or other
intangible losses; (ii) your inability to use, unauthorized use of,
performance or non-performance of this Commerce Platform; (iii) unauthorized
access to or tampering with your personal information or transmissions;
(iv) the provision or failure to provide any service; (v) errors or
inaccuracies contained on this Commerce Platform or any information,
software, products, services, and related graphics obtained through
the Commerce Platform; (vi) any transactions entered into through this
Commerce Platform; (vii) any property damage including damage to your
computer or computer system caused by viruses or other harmful components,
during or on account of access to or use of this Commerce Platform or
any site to which it provides hyperlinks; or (viii) damages otherwise
arising out of the use of the Commerce Platform. The limitations of
liability shall apply regardless of the form of action, whether based
on contract, tort, negligence, strict liability or otherwise, even if
CHANGINGINC has been advised of the possibility of damages.
Links
This Commerce Platform may contain links to websites
operated by third parties. CHANGINGINC does not monitor or control the
linked sites and makes no representations regarding, and is not liable
or responsible for the accuracy, completeness, timeliness, reliability
or availability of any of the content uploaded, displayed or distributed,
or products, or services available at these sites. If you choose to
access any third party site, you do so at your own risk. The presence
of a link to a third party site does not constitute or imply CHANGINGINC’s
endorsement, sponsorship, or recommendation of the third party or of
the content, products or services contained on, or available through,
the site.
Software Available Through Commerce Platform
Any software that ChangingInc makes available to view
and/or download in connection with this Website is owned or controlled
by CHANGINGINC and/or its licensors, affiliates and suppliers and is
protected by copyright laws and international treaty provisions. Your
use of the Software is governed by the terms of the end user license
agreement, if any, which accompanies or is included with the Software.
CHANGINGINC accepts no responsibility or liability in connection with
any Software owned, controlled or made available by third parties.
Third Party Merchants
This Commerce Platform may permit you to order and receive
products, information and services from businesses that are not owned
or operated by CHANGINGINC. The purchase, payment, warranty, guarantee,
delivery, maintenance and all other matters concerning the merchandise,
services or information, opinion or advice ordered or received from
such businesses are solely between you and such businesses. CHANGINGINC
does not endorse, warrant or guarantee such products, information or
services and is not liable for the accuracy, completeness or usefulness
of such information, opinion or advice or the quality or availability
of such products or services. CHANGINGINC will not be a party to or
in any way be responsible for monitoring any transaction between you
and third-party providers of products, services or information, or for
ensuring the confidentiality of your credit card information. Any separate
charges or obligations you incur in your dealings with these third parties
are your responsibility.
Modification/Termination by CHANGINGINC
CHANGINGINC reserves the right, in its sole discretion,
to modify, suspend, or terminate this Commerce Platform and/or any portion
thereof, including your account, password, or any portion thereof, at
any time for any reason with or without notice to you.
In the event of termination, you will still be bound
by your obligations under this Agreement and any Additional Terms, including
the warranties made by you, and by the disclaimers and limitations of
liability. Additionally, CHANGINGINC shall not be liable to you or any
third-party for any termination of your access to a CHANGINGINC Internet
Service.
Indemnification
You agree to indemnify, defend, and hold harmless CHANGINGINC,
its owners, subsidiaries, agents, distributors and affiliates, and their
officers, directors and employees from and against any and all claims,
actions, demands, liabilities, costs and expenses, including, without
limitation, reasonable attorneys’fees, resulting from your breach
of any provision of this Agreement, the Additional Terms, or any warranty
you provide herein, or otherwise arising in any way out of your use
of this Commerce Platform. CHANGINGINC reserves the right to take exclusive
control and defense of any such claim otherwise subject to indemnification
by you, in which event you will cooperate fully with CHANGINGINC in
asserting any available defenses.
International Use/U.S. Export Controls
Accessing the materials on this Commerce Platform by
certain persons in certain countries may not be lawful, and CHANGINGINC
makes no representation that materials on this Commerce Platform are
appropriate or available for use in locations outside the United States.
If you choose to access this Commerce Platform from outside the United
States, you do so at your own risk and initiative, and are responsible
for compliance with any applicable local laws.
The United States controls the export of any software
downloadable from this Commerce Platform. No software or any other materials
associated with this Commerce Platform may be downloaded or otherwise
exported or re-exported to countries or persons prohibited under export
control laws, including but not limited to countries against which the
United States has embargoed goods, or to anyone on the U.S. Treasury
Department list of Specially designated Nationals or the U.S. Commerce
Department’s Table of Deny Orders. You are responsible for compliance
with the laws of your local jurisdiction regarding the import, export,
or re-export of any such materials. By using and/or downloading any
such materials from a Commerce Platform, you represent and warrant that
you are not located in, under the control of, or a national or resident
of any such country to which such import, export, or re-export is prohibited
or are not a person or entity to which such export is prohibited.
General Information
This Agreement and the Additional Terms shall be governed
by, construed and enforced in accordance with the laws of the State
of New York, as it is applied to agreements entered into and to be performed
entirely within such state, without regard to conflict of law principles.
You agree that any cause of action you or CHANGINGINC brings to enforce
this Agreement and/or the Additional Terms, or in connection with any
matters related to this Commerce Platform, and/or the Privacy Statement,
shall be brought only in either the state or Federal courts located
in New York, New York. You agree to submit to the personal jurisdiction
of the courts of the State of New York for any cause of action arising
out of this Agreement. You agree to file any cause of action with respect
to this Agreement and the Additional Terms within one year after the
cause of action arises. You agree that a cause of action filed after
this date is barred.
If any provision of this Agreement, or the application
thereof to any person or circumstances, is held invalid or for any reason
unenforceable including, but not limited to, the warranty disclaimers
and liability limitations, then such provision shall be deemed superseded
by a valid, enforceable provision that matches, as closely as possible,
the original provision, and the other provisions of this Agreement shall
remain in full force and effect. The failure of either party to insist
upon strict performance of any provision of this Agreement shall not
be construed as a waiver of any provision or right. Unless expressly
provided otherwise, this Agreement and any Additional Terms are the
entire agreement between you and CHANGINGINC with respect to the use
of this Commerce Platform and shall not be modified except in writing,
signed by an authorized representative of CHANGINGINC.
Contact
If you have questions concerning this Agreement or the
Additional Terms, you may send them by e-mail to
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.
You must send any official correspondence via postal mail to:
2 Ravina Dr, Suite 370
Atlanta, GA 30346
Procedure for Making Claim of Copyright Infringement
CHANGINGINC shall remove or disable access to any material
on a Commerce Platform, including any CHANGINGINC Internet Service,
for which its Designated Agent receives a notice of infringement pursuant
to 17 U.S.C. §512(c) or 512(d). CHANGINGINC shall restore access
to such material upon its Designated Agent’s receipt of a counter-notice
pursuant to 17 U.S.C. §512(g). These policies are in addition to
and do not affect or modify any other rights CHANGINGINC may have under
law or contract.
If you believe that your work has been copied in a way
that constitutes copyright infringement, you should send written notification
thereof to our Designated Agent, who can be reached as follows:
By mail:
Ombudsman, ChangingInc
2 Ravina Dr, Suite 370
Atlanta, GA 30346
By Telephone: 1-888-550-6323
By Email:
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Pursuant to 17 U.S.C. § 512, to be effective, the
Notification must include the following:
- The physical or electronic signature of the owner, or a person
authorized to act on behalf of the owner, of an exclusive right
that is allegedly infringed;
- A description of the copyrighted work claimed to have been infringed,
or if multiple copyrighted works at a single online site are covered
by a single notification, a representative list of such works at
that site, and a description of the infringing activity;
- Identification of the specific location on this Commerce Platform
where the material claimed to be infringing is located, described
sufficiently to allow CHANGINGINC to find the material;
- Identification of the specific location where the original or
an authorized copy of the copyrighted work exists;
- Information reasonably sufficient to permit CHANGINGINC to contact
you, such as your name, address, telephone number, and if available,
an electronic mail address;
- A statement by you that you have a good faith belief that use
of the material in the manner described in the Notification is
not authorized by the copyright owner, its agent, or the law; and
- A statement by you, under penalty of perjury, that the information
in the Notification is accurate, that you are the copyright owner
or are authorized to act on behalf of the owner of the copyright
that is allegedly infringed.
This process only relates to reporting a claim of
copyright infringement. Messages related to other matters will not
receive a response through this process.
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