Except as set forth in Sections 1.3 and 5.4 of this Agreement, you may not modify, publish, transmit, adapt, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Content in whole or in part, without the express written consent of Metapress or the copyright owner identified in the copyright notice in the Content. You agree not to change or delete any proprietary notices that appear in the Content. You may not use any Metapress logo or proprietary graphic or trademark without our express written permission. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Services.
As between the parties, title, ownership rights, and intellectual property rights in the Content and Services, and any copies or portions thereof, shall remain in Metapress and/or its content providers or licensors. Metapress reserves any rights not expressly granted in this Agreement, including, but not limited to, republishing, deleting, and adding to any content. Metapress reserves the full right to modify any and all content on Metapress properties, and use content creators’ name, quotes, likeness, on all Metapress properties and distribution outlets, without advance notice or liability.
The foregoing limited license (A) does not give you any ownership of, or any other intellectual property interest in, any Content, and (B) may be immediately suspended or terminated for any reason, in our sole discretion, and without advance notice or liability.
Metapress reserves the right to treat User Submissions as content stored at the direction of users for which Metapress will not exercise control except to block or remove content that comes to Metapress’s attention and is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal, libelous, defamatory, fraudulent, deceptive, misleading or otherwise objectionable to Metapress, or to enforce the rights of third parties or the content restrictions set forth below in this Agreement when notice of their violation comes to Metapress’s attention. However, Metapress shall not be responsible for controlling or editing any Content, and Metapress has no contractual obligation to remove inappropriate or unlawful Content. Under no circumstances will we be held liable for removing, disabling or restricting access to or the availability of Content.
In order to further effect the rights and license that you grant to Metapress to your User Submissions, you also hereby grant to Metapress, and agree to grant to Metapress, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, image, photograph, and likeness that you provide in connection with any User Submission, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Submissions, even if your User Submissions are altered or changed in a manner not agreeable to you. You agree that you shall have no recourse against Metapress for any alleged or actual infringement or misappropriation of any proprietary right in your User Submissions. You further acknowledge and agree that no compensation will be paid with respect to the use of your User Submissions or any of the rights granted in this Section 2.3.
Except as expressly provided in this Section 5.4, you may not post or otherwise distribute Metapress Extended Services Content (e.g. via hard copy, email, and/or posting on intranet, company bulletin boards or other information storage & retrieval systems). The foregoing limited license (A) does not give you any ownership of, or any other intellectual property interest in, any Metapress Extended Services Content, and (B) may be immediately suspended or terminated for any reason, in Metapress’s sole discretion, and without advance notice or liability.
Metapress makes no representations, warranties or guarantees against human and machine errors, omissions, delays, losses (including loss of data), or that files available for download from the services will be free of infection by viruses, worms, trojan horses or other code that manifest contaminating or destructive properties. This disclaimer of warranty constitutes an essential part of this agreement. If you are dissatisfied with any portion of the service, or with any of these terms, your sole and exclusive remedy is to discontinue using the services and, where applicable, terminate your premium account. To the extent that you might otherwise believe that any warranties, guarantees or representations have been made to you, you hereby agree that such statements, whether made orally or in writing, are to be construed as merely nonbinding expressions of policy rather than affirmative representations, obligations, guarantees or warranties. In the event of any conflict between this section 7 and other terms or provisions of this agreement, this section shall be construed to take precedence.
Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (A) by obtaining our written consent in a notarized agreement signed by an officer of Metapress; or (B) as set forth below in Section 12.2.
You agree that we may modify the terms of this Agreement from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you of any material revisions or modifications to this Agreement by: (1) posting a notice on the metapress.com website for thirty (30) days following any revisions or modifications to this Agreement and/or by posting a notice on metapress.com the first time that you visit metapress.com following such revisions or modifications; or (2) through a direct communication to you by email, if you have provided an email address to us. You will be deemed to have agreed to the new terms and conditions if you continue to access the Services after having been notified of such revisions or modifications by email or, if you have not been notified by email, after the passage of thirty (30) days from the time the revised terms and conditions are first posted on metapress.com (whichever is sooner). If you do not provide us with a valid email address to send you information concerning revisions or modifications to this Agreement, then you agree that you will not receive notice by email. If you change email accounts, it will be your responsibility to notify us of a new valid email address in order to receive email notice. We assume no responsibility for your failure to actually receive notice. It is your responsibility to review this page for possible modifications.
Certain portions of this Section 13 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Metapress agree that we intend that this Section 13 satisfies the “writing” requirement of the Federal Arbitration Act.
First, attempt to resolve disputes and excluded disputes. If any controversy, allegation, or claim arises out of or relates to the Services, the Content, your User Submissions, or this Agreement (collectively, “Dispute”), or to any of Metapress’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 13.5 below), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if you have failed to provide us with this information or if such information is not current or accurate, then we have no obligation under this Section 13.2. Your notice to us must be sent via email to email@example.com.
For a period of 60 days from the date of receipt of notice from the other party, Metapress and you will engage in a good faith dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Metapress to resolve the Dispute or Excluded Dispute on terms with respect to which you and Metapress, in each party’s sole discretion, are not comfortable.
Upon expiration of the applicable 60-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than 10 years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if Metapress elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of this Agreement, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If you and Metapress do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 13.3.A, then this paragraph and the remainder of this Section 13.3 will not apply to the Excluded Dispute.
If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within 60 days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and a legal officer of Metapress consents to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service.
You can obtain AAA and JAMS procedures, rules, and fee information as follows:
In arbitration, as with a court, the arbitrator must honor the terms of this Agreement and can award the prevailing party damages and other relief (including attorneys’ fees). However, with arbitration (i) there is no judge or jury, (ii) the arbitration proceedings and arbitration outcome are subject to certain confidentiality rules, and (iii) judicial review of the arbitration outcome is limited. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in Fort Lauderdale, Florida; but if the applicable arbitration rules or laws require the arbitration to be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration, Metapress shall have the right to elect to proceed to arbitration in such location.
You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Metapress to pay a greater portion or all of such fees and costs in order for this Section 13 to be enforceable, then Metapress will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.
If any portion of this Agreement is found to be unenforceable or invalid, that portion shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Metapress may deliver notice to you under this Agreement by means of electronic mail, a general or specific notice on the Services, a communication to your Metapress account or by written communication delivered by first class U.S. mail to your address on record. You may give notice to Metapress at any time via electronic mail to the following address: firstname.lastname@example.org.
This Terms of Service Agreement is effective as of May 27, 2016.