1. Definitions [top]
"Content" means (i) any work of authorship in a SiteSee Map, including, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages, comments, recommendations, forums, and tags added to or submitted with any of the foregoing; or (ii) other materials posted on or transmitted through any SiteSee Map or the SiteSee Platform. "Your Content" refers to videos, photos and audio files that you submit or link to a SiteSee Map or the SiteSee Platform, either as a SiteSee Member, Affiliate or Network Member (all as defined below). If you are an Affiliate, Your Content includes the name, logo, trademark, and brand features that you (and not the Network Members of Your Network(s)) make available.
"SiteSee Maps" consist of Code and other Content and are web applications that run on top of the SiteSee Platform. SiteSee Maps are created by Affiliates to interact and connect with their distribution channel and their website users. If you are an Affiliate, your SiteSee Map is created and operated by you on the SiteSee Platform. SiteSee Map features may include photo sharing, video sharing, music and podcast sharing, RSS feeds, pages, ratings, reviews, Network Member profiles, discussion forums, and recommendations, among others.
"Embeddable Widget" means any embeddable application provided and hosted by SiteSee that allows for the viewing or playing of audio, photos, video, text and other material on third party websites or services, including the SiteSee Video Slideshow, SiteSee Photo Slideshow, SiteSee Audio Slideshow and SiteSee Info Card.
"Network" refers to your implementation of: a SiteSee Map, with Your Content, Your Widgets and Your Network Members.
"SiteSee Members" means both Affiliate Members and Network Members who have created a SiteSee ID.
"SiteSee ID" is an account you create with SiteSee which includes a name, email address, date of birth and password. When you register as an Network Member on one or more SiteSee Maps on the SiteSee Platform, you use the email address and password portion of your SiteSee ID to authenticate with each such SiteSee Map. Additionally, each SiteSee Map of which you become an Affiliate Member will have access to your data as stored in your SiteSee ID.
"Affiliate" is a SiteSee Member who creates and operates one or more SiteSee Maps on the SiteSee Platform. An Affiliate is by definition a Network Member of each of his or her Networks.
"Network Members" are Users who complete a registration process with SiteSee and obtain a SiteSee ID. Network Members may also (but are not required to) become Affiliate Members.
"Network Member Data" is data collected from Users by SiteSee, including the data collected for the SiteSee ID and any data provided in Your SiteSee Profile (as defined below). SiteSee Network Data does not include Affiliate Member Data.
"SiteSee Member Services" are the services provided by SiteSee to Affiliate Members and Network Members. SiteSee Member Services include, but aren't limited to: Affiliate Member registration, Affiliate Member sign in and authentication, contact management (including the ability to import contacts from third-party email services), and a set of Affiliate Membership management services.
"SiteSee Affiliate Services" are the services SiteSee provides to Affiliates. SiteSee Affiliate Services include, but aren't limited to: an Affiliate's own SiteSee Map application and access to the SiteSee platform; Affiliate Member registration and authentication services; Affiliate Member account management; SiteSee Map management and security applications; and SiteSee Map display, management, and search services. Certain SiteSee Affiliate Services are provided free of charge when you create a SiteSee Map on the SiteSee Platform.
"SiteSee Profile" is a User Profile created by you on the SiteSee Platform.
"SiteSee Technology" means the past, present and future content of the SiteSee Platform, including all software in any format (including the Platform Code), Embeddable Widgets, hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectible elements of the SiteSee Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the SiteSee Platform and the SiteSee Platform itself, including, the selection, sequence, and "look and feel" and arrangement of items on the SiteSee Platform, and all SiteSee Marks (as defined below), content categories, geo-tagging data, hyper-links, domain names, patents, and other intellectual property.
"Platform Code" means the proprietary portion of the SiteSee Platform that is used to interpret the Software Code and other services available on the SiteSee Platform.
"Premium Services" are services provided by SiteSee to Affiliates for a fee.
"Users" are all end users of the SiteSee Platform, and include you, any unregistered users, all SiteSee Members, all Network Members and all Affiliates.
"Links" are links to third-party websites used to display Content on your SiteSee Map or Widgets.
2. Benefits of Creating Your Own SiteSee Map [top]
The SiteSee Platform is designed to give Affiliates the freedom to create and control their own SiteSee Maps. Creating SiteSee Maps on the SiteSee Platform is free. A SiteSee Map initially comes with unlimited storage and bandwidth, although such storage and bandwidth limits may be changed from time to time. Subject to this Agreement, as an Affiliate, you control your SiteSee Map.
3. Premium Services and Payment [top]
Premium Services
The primary way we support the SiteSee Platform is through premium services. As an Affiliate, you can purchase one or more Premium Services from us. The categories and prices of our Premium Services are described here and are subject to change from time to time ("Premium Services Policies"). SiteSee may choose to temporarily change the fees for the Premium Services for promotional or new services, and such changes are immediately effective when SiteSee posts the temporary promotional event or new service on the SiteSee Platform. Any changes to fees for Premium Services that are not temporary or promotional will be effective thirty (30) days after we provide you with notice by posting such changes on the SiteSee Platform. The changes shall only apply prospectively to the Premium Services you've purchased. Unless otherwise stated, all fees are quoted in U.S. Dollars.
Payments
You are responsible for paying all fees and applicable taxes associated with the Premium Services in a timely manner with a valid payment method. You authorize SiteSee to charge your credit card, charge card, debit card, PayPal, or financial institution account (herein "Payment Method") for all charges to your accounts with SiteSee. Your Payment Method will be charged the current fee for the Premium Service you choose on the date that you click on the "Purchase" button in the ordering process. You agree that SiteSee may automatically charge the fee to your Payment Method at the beginning of each recurring period. For example, if you choose a Premium Service with a monthly plan, you will be billed every month on the anniversary date of the date you clicked the "Purchase" button. Additionally, we may offer a pre-pay payment option for payment of Premium Services ("Pre-Payment Plan"). If you opt for Pre-Payment plan, your Payment Method will be charged the then-current fee for that Premium Service at the commencement of each renewal period.
You acknowledge and agree that any credit card and related billing and payment information that you provide to SiteSee may be shared by SiteSee with companies who work on SiteSee's behalf, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to SiteSee and servicing your account. The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution providing such Payment Method. You agree to pay SiteSee all charges incurred under your account for any Premium Service in which you or anyone else who uses your account enroll, in accordance with this Agreement and any applicable Premium Services policies. If your Payment Method fails or your account is past due, (a) you agree to pay all amounts due on your account upon demand, (b) SiteSee may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (c) SiteSee reserves the right to either suspend or terminate your Premium Services or your account with SiteSee, including deletion of your SiteSee Map from the SiteSee Platform.
Except as may be set forth in applicable Premium Service Policies or Section 27 (Termination), any fees charged to your account are non-refundable. You agree to submit any disputes regarding any charge to Your account in writing to SiteSee within sixty (60) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. Refunds (if any) made pursuant to such dispute, are at the discretion of SiteSee.
Taxes
You are responsible for paying any governmental taxes imposed on your use of the SiteSee Platform, including, but not limited to, sales, use, or value added taxes. If requested, you will promptly furnish to SiteSee the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. To the extent that SiteSee is obligated to collect such taxes, the applicable tax will be added to your billing account.
4. Your Content and Licenses to Your Content [top]
SiteSee does not claim any ownership rights in Your Content. After posting links to Your Content, you continue to retain ownership of Your Content, and you continue to have the right to use and license Your Content in any way you choose. The Content that you link to any SiteSee Map needs to comply with the terms of this Agreement.
You hereby grant SiteSee, during the course of your usage of the SiteSee Platform, a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right and license to (i) use, reproduce, create derivative works of, distribute, publicly perform and publicly display Your Content (a) for the sole purpose of operating and making Your Content available on the SiteSee Platform and in all current and future media in which the SiteSee Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes; and (ii) disclose metrics regarding Your Content on an aggregated basis for advertising, marketing and business development purposes. If you wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content. Without limiting the foregoing, SiteSee reserves the right to retain copies of Content for archival purposes after termination of the Agreement.
You hereby agree that if Your Content is removed from any SiteSee Map due to a violation of these Terms, including in response to any valid DMCA (as defined below) take down notice or because such Content contains illegal images, SiteSee shall have the right to use, reproduce and exploit Your Content in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of SiteSee, any individual, or the general public.
You are responsible for making sure that you have all rights in Your Content, including the rights necessary for you to grant the foregoing licenses to Your Content. You are solely responsible for Your Content. You understand that whether or not Your Content is published or marked private by you, SiteSee does not guarantee any confidentiality or privacy with respect to any of Your Content.
Additionally, you understand and agree that Your Content that is displayed on the SiteSee Platform may continue to appear on the SiteSee Platform, even after you have terminated your SiteSee Member or Affiliate Member account or terminated these Terms of Service, as portions of Your Content may have been incorporated into the SiteSee Platform.
In addition to the rights, licenses and privileges referred to above, you agree that SiteSee, in its sole discretion, may use and refer to your trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the SiteSee Platform, and any products, goods, features, capabilities and/or services associated with the SiteSee Platform.
As an Affiliate or Affiliate Member you acknowledge that SiteSee and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Network or the SiteSee Platform in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.
If a Map is removed from the SiteSee Platform, the links associated with that Map may also be deleted at the discretion of the Affiliate or SiteSee. We encourage you to be sure you are comfortable with this possibility before contributing Your links to a Map, you should be aware that SiteSee is not required and may not keep back-up copies of Links (including links to Your Content) on the SiteSee Platform once the Map or Content is deleted. Additionally, SiteSee makes no guarantee, either during or after the term of this Agreement, that Your Links and Map will be safely stored on the SiteSee Platform and you should independently back-up Your Content.
5. Licenses From SiteSee [top]
License to Initial Network Code
During and subject to the terms and conditions of this Agreement, SiteSee makes the SiteSee Platform available under the license requirements set forth.
License to SiteSee Platform
During and subject to the terms and conditions of this Agreement, SiteSee hereby grants you a limited, non-exclusive, non-sublicensable, freely revocable license to access and use the SiteSee Platform solely to enable your use of the SiteSee Network Services and SiteSee Affiliate Services.
You agree that all the intellectual property rights in the SiteSee Platform, which does not include Your Content, are owned by SiteSee.
License to Embeddable Widgets
During and subject to the terms and conditions of this Agreement, SiteSee hereby grants you a limited, non-exclusive, non-sublicensable, freely revocable license to incorporate Embeddable Widgets into other third party websites or your own personal websites. The foregoing license shall terminate immediately upon expiration or termination of this Agreement or removal of Your SiteSee Map from the SiteSee Platform by SiteSee or you and you agree to immediately stop using such Embeddable Widget.
License Restrictions
Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:
- Run, rent, lease, loan, or sell access to the SiteSee Platform or the SiteSee Technology.
- Decompile or reverse engineer or attempt to access the source code of the software underlying the SiteSee Platform or SiteSee Technology.
- Copy, archive, store, reproduce, rearrange, modify, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any SiteSee Technology.
- Access the SiteSee Platform to build a product using similar ideas, features, functions, interface or graphics of the SiteSee Platform.
- Circumvent, disable or otherwise interfere with security related features of the Embeddable Widget or features that prevent or restrict use or copying of any Content or Third Party Content or enforce limitations on use of the Embeddable Widget or the Content and Third Party Content therein.
- Access the SiteSee Platform to upload Your Content to cause a breach of security to the SiteSee Platform or any SiteSee Map or interfere with the proper working of the SiteSee Platform or prevent others from using the SiteSee Platform.
6. Independent Development; Feedback [top]
You may from time to time elect, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to the SiteSee Platform, including, on the SiteSee blog, Feedback Forum, through Customer Support or other means ("Feedback"). If you elect to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant SiteSee a nonexclusive, perpetual, irrevocable, transferable, sublicensable, royalty free, fully paid up license to use and otherwise exploit Feedback.
7. SiteSee Trademarks and Legal Notices [top]
SiteSee trademarks, logos, images, service marks, trade names and other distinctive branding features used on the SiteSee Platform "SiteSee Marks" are the trademarks of SiteSee and may not be used without permission. SiteSee is not granting you a license under any intellectual property right to the SiteSee Marks. Other trademarks, logos, and trade names that may appear on the SiteSee Platform are the property of their respective owners.
If you are an Affiliate, SiteSee reserves the right to include within Your SiteSee Map and Widgets, applicable SiteSee copyright and trademark notices for the SiteSee Platform and links to the SiteSee Terms of Service, Privacy Policy and other Guidelines. All notices and links will be displayed consistently in such form and placement as determined by SiteSee.
8. SiteSee Ownership Rights [top]
You agree that, as between you and SiteSee, SiteSee owns all right, title and interest, including, all intellectual property rights in the SiteSee technology, content categories, geo-tag information or hyper-links that exist to display your Map. If you are an Affiliate or an administrator designated by an Affiliate ("Administrator"), you agree that, as between SiteSee and you, SiteSee owns all right, title and interest, including, all intellectual property rights, in and to the Network Member Data. You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in this Agreement. Any rights not expressly granted herein, are reserved to SiteSee. You agree to abide by all copyright notices, information, or restrictions contained in any part of the SiteSee Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the SiteSee Platform, including notices on any SiteSee Technology you download, transmit, display, print or reproduce from or using the SiteSee Platform.
9. Support and Interaction for Affiliates [top]
If you are an Affiliate, SiteSee provides documentation to assist you in creating and enhancing Your Network(s). You are responsible for implementing and maintaining all support for Your Network(s), including answering questions from Your Network Members.
10. Advertising and Promotion for Affiliates [top]
On free SiteSee Maps, we have the exclusive right to sell, run and/or serve third-party advertising on your SiteSee Map. If you pay the Premium Service fees, however, you may include third-party advertisements or sponsorships on Your Network. If you run your own ads, SiteSee will have the option, which we may exercise on notice to you, to offer and display, in partnership with you, all or some of such advertisements on Your Network. SiteSee may establish general policies and guidelines surrounding the running of your own ads ("Advertising Policies"). Any such Advertising Policies are part of this Agreement and are subject to change from time to time.
YOU AGREE THAT SITESEE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON YOUR NETWORK.
If you are an Affiliate, SiteSee reserves the right to include promotional links on Your Network(s) at no cost to SiteSee, unless you pay the applicable Premium Service fees to remove promotional links. Removal of promotional links does not include removal of required SiteSee legal notices and links to SiteSee Terms of Service, Privacy Policy and Guidelines.
11. Third Party Content and Hyperlinks to Third Party Sites [top]
Content from other Members or advertisers, including: hyper-links to third-party websites including your own; information about third party products and services; and any Third Party Applications, is made available to you through Networks ("Third Party Content") on the SiteSee Platform. The inclusion of Third Party Content on the SiteSee Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and SiteSee has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, SiteSee or its designees reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any SiteSee Map) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the SiteSee Platform you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the SiteSee Platform at your own risk.
Additionally, SiteSee or third parties may provide hyperlinks on Networks, or any other form of link or redirection of your connection to other sites ("Third Party Sites"). The inclusion of any link on a Network does not imply SiteSee's affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. SiteSee expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the SiteSee Platform. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.
12. Representations and Warranties. [top]
You hereby represent and warrant to SiteSee that: (a) you will comply with all applicable local, state, national and international laws (including the CAN-SPAM Act of 2003), rules, and regulations in connection with your use of the SiteSee Platform including your promotional or other activities off the SiteSee Platform that relate to Your Network; (b) you have the right to grant to SiteSee the rights granted herein and you own or have all necessary rights, title and interest in and to Your Content; (c) Your Content does not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Content or Your Network contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the SiteSee Platform, or intercept or expropriate any system data or personal information from the SiteSee Platform.
13. Acceptable Use and Conduct [top]
You are solely responsible for your conduct, Your Networks and Your Content on the SiteSee Platform. We want to keep the SiteSee Maps safe and fun for everyone and the use of the SiteSee Platform for unlawful or harmful activities is not allowed. You specifically agree that:
You will not post, email or make available any Content to Users or use the SiteSee Platform:
- In a manner that infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights or contractual rights;
- in a manner that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- to engage in spamming, "chain letters," "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate these Terms of Service, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other Users whether on or off the SiteSee Platform in connection with Your Network;
- in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
- in a manner that is libelous or defamatory, or in a way that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another's privacy;
- in a manner that is harmful to minors in any way;
- in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or as otherwise objectionable, as reasonably determined by SiteSee;
- to impersonate a SiteSee employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to a Network or the SiteSee Platform without authorization
- to interfere or attempt to interfere with the proper working of the SiteSee Platform or prevent others from using the SiteSee Platform, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the SiteSee Platform, or that otherwise negatively affects other persons' ability to use the SiteSee Platform;
- to use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any Affiliate's account or to monitor or copy the SiteSee Platform, or the content contained therein;
- to facilitate the unlawful distribution of copyrighted content;
- in a manner that includes personal or identifying information about another person without that person's explicit consent;
- in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the SiteSee Platform or to Users; and
- in a manner that constitutes or contains any form of advertising or solicitation if (1) posted in Your Content; or (2) emailed to Users who have requested not to be contacted about other services, products or commercial interests.
Additionally, you agree not to:
- "Stalk" or otherwise harass anyone;
- Collect, use or disclose data, including personal information, about other Users without their consent or for unlawful purposes or in violation of applicable law or regulations;
- Request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of the SiteSee Platform, including SiteSee ID passwords or to proxy authentication credentials for any Member of the SiteSee Platform for the purposes of automating logins to the SiteSee Platform;
- Use any profanity or the description or name of any illegal activity in the name of Your Network or the Network Subdomain (as defined below) for Your Network;
- Post any Content containing child pornography to any SiteSee Map. SiteSee absolutely does not tolerate this and will report any suspected instances of child pornography, including reporting any SiteSee Member Data, to law enforcement, including the National Center for Missing and Exploited Children;
- Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from SiteSee Maps and the SiteSee Platform - except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or "well-behaved" web services/RSS/Atom clients. We reserve the right to define what we mean by "well-behaved";
- Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on SiteSee's infrastructure;
- Attempt to gain unauthorized access to SiteSee's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the SiteSee Platform;
- Take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the SiteSee Platform or for using it for purposes unrelated to SiteSee); and
- Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the SiteSee Platform.
You agree not to authorize or encourage any third party to use the SiteSee Platform or any of your Networks (and Your Networks will not be designed) to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify SiteSee in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement. Additionally, if you are an Affiliate, you also agree not to post or permit posting of adult Content ("Adult Content") on your Network. SiteSee also reserves the right at its sole discretion and option to institute additional requirements upon any Affiliate in allowing access to Network Members of its Network.
14. SiteSee Platform Policies [top]
SiteSee may establish general polices and limits concerning use of the SiteSee Platform ("SiteSee Platform Policies"), including (and without limitation) the maximum number of days that SiteSee Maps and uploaded Content will be retained, the maximum number of and size of Content files and objects, the maximum disk space allotted to you or Your Network(s), the maximum number of times and duration for which you may access the SiteSee Platform or Networks in a given period of time, the maximum bandwidth used by Your Network(s) or Content, and the maximum CPU power used by Your Networks or Content. The current SiteSee Platform Policies are part of this Agreement.
15. SiteSee's Relationship with Users [top]
You acknowledge that SiteSee may terminate your account (which is separate from an Affiliate's right to terminate your account), and remove your SiteSee ID, Content and Network Member Data, as well as disable your access to any and all SiteSee Maps and the SiteSee Platform, in accordance with the terms of this Agreement. If you are an Network Member, you acknowledge that nothing in any agreement (or related policies) you may be subject to with any Affiliate or other party will alter, impair, supersede, amend or otherwise affect in any way any terms of this Agreement, any Guidelines or SiteSee's Privacy Policy.
16. Copyright Infringement/Digital Millennium Copyright Act Compliance [top]
It is SiteSee's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). For more information, please go to SiteSee's DMCA Notification Guidelines. SiteSee may remove any allegedly infringing Content without any liability to you.
SiteSee will promptly terminate without notice any Member's (including, for clarity, Network Members or Affiliates) access to the SiteSee Platform, including access to any SiteSee Map, in appropriate circumstances where the Member is a "repeat infringer" of copyrights. Generally, SiteSee will consider a Member a repeat infringer if it has received more than two third-party notices of alleged infringement concerning Content posted by that Member anywhere on the SiteSee Platform. SiteSee, however, reserves the right to identify and terminate Members under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behavior by that Member. Additionally, if an Affiliate continues to allow its Network Members to post Content that is subject to notices of alleged copyright infringement, the Network may (at SiteSee's sole discretion) be disabled.
Additionally, if you are an Affiliate, you agree to: promptly (and in any event in no more than 24 hours) address (including removing or disabling access to the allegedly infringing content for valid DMCA take down notices) any copyright owner's written notice (including any notices forwarded to you by SiteSee) that specified Content posted on Your Network infringes that third-party's rights (including copyrights), provided that the notice substantially complies with the requirements in the DMCA. If you receive a counter-notice from the applicable Member that substantially complies with the requirements of the DMCA instructing you to replace the allegedly infringing Content, you agree to replace or cease disabling access to the Content not less than ten (10) and no more than fourteen (14) days after receiving the counter notice, provided that the complaining party has not notified you that it has filed an action against the Member regarding the alleged infringement. You also agree to forward a copy of the counter notice to SiteSee. SiteSee strongly recommends that you consult with a legal professional to confirm your obligations under the DMCA. SiteSee is not providing legal advice to you and nothing in this Agreement is legal advice nor guarantees your compliance with applicable law or regulation. You are solely responsible and liable for complying with all applicable laws, including copyright and privacy laws in connection with Your Network.
17. Network Member Data [top]
Through our SiteSee Member Services, SiteSee collects SiteSee Member Data from Your Network Members and general information about a User's use of Your Network(s). If you are an Affiliate or Administrator, you agree that your access to this Network Member Data (including the email addresses provided by Network Members during the SiteSee ID registration process) as part of the management controls of Your Network(s) is subject to the SiteSee Privacy Policy.
Member privacy is important to us. Therefore, if you are an Affiliate or an Administrator, you hereby agree that your use and disclosure of Network Member Data and any SiteSee Member Data shall: (a) comply with all Guidelines; and (b) be reasonably protective of each Network Member's rights and in no event shall you observe standards of privacy and confidentiality in connection with the use and disclosure of SiteSee Member Data or Network Member Data that are less stringent than the standards set forth in the SiteSee Privacy Policy.
You must clearly communicate on Your Network that Your Network uses SiteSee ID authentication (including, on each page on Your Network on which information is collected for purposes of SiteSee ID authentication) and that each of Your Network Members will be sharing the data they provide to you with SiteSee. This is for clarity and to ensure Your Network Members are aware of this relationship.
Subject to this Agreement and each Network Member's rights, all Network Member Data shall be the property of the applicable Affiliates. That being said, SiteSee needs to run Your Network on the SiteSee Platform. To this end, as an Affiliate, you hereby grant SiteSee a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicenseable, fully paid-up, royalty-free right and license to (i) use, reproduce, store, create derivative works of, distribute, publicly perform and display the Network Member Data on or through the SiteSee Platform and in all current and future media in which the SiteSee Platform may be distributed; (ii) use and disclose the Network Member Data and related metrics in an aggregate or other non-personally identifiable manner (including, for use in targeting advertising in a non-personally identifiable manner through and in connection with the SiteSee Platform; and (iii) use Network Member Data for other purposes permitted by the SiteSee Privacy Policy.
You acknowledge that SiteSee may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your Network. Accordingly, you agree that, within 24 hours of any email request by SiteSee, you will: (a) delete all Network Member Data and other personally identifiable information in your possession or control relating to a particular User as specified by SiteSee; and (b) confirm such deletion in email notice to SiteSee.
SiteSee is not required to keep back-up copies of Network Member Data on the SiteSee Platform once the Network or Network Member Data is deleted. SiteSee makes no guarantee that Network Member Data will be safely stored on the SiteSee Platform.
18. Your SiteSee Map [top]
We want to give you as an Affiliate as much freedom to create and control the SiteSee Maps you build on the SiteSee Platform as possible. You may have your own agreement(s) or policies between you and each of Your Network Members, provided that each such agreement or policies do not supersede, amend or otherwise affect in any way any terms of this Agreement, any Guidelines or our Privacy Policy and provided that you allow SiteSee to display the SiteSee Terms of Service, Privacy Policy and any Guidelines on your SiteSee Map.
To enable a great experience for all Users on the SiteSee Platform, if you are an Affiliate, you agree to ensure each SiteSee Map you create or manage does not degrade the performance of the SiteSee Platform. If your SiteSee Map(s) exceed the quotas and limitations set by SiteSee (e.g., storage or bandwidth) as set forth in the SiteSee Platform Policies or otherwise degrades performance of the SiteSee Platform or other services in any way, we may suspend your SiteSee Map(s) at our sole discretion and without notice.
You agree not to harvest any email addresses from Networks or the SiteSee Platform for the purpose of sending email in violation of applicable law or otherwise violate the "Acceptable Use and Conduct" provisions of this Agreement.
You also agree not to knowingly collect any information from, or develop any Networks that are targeted at children under the age of 13.
You acknowledge that SiteSee may terminate the account of any Member (including Your Network Members) in accordance with these Terms of Service.
Your Network shall not be designed or implemented in a way that, as determined by SiteSee in its sole discretion, might mislead a User into believing that: (i) he or she is interacting directly with SiteSee when interacting with Your Network, or (ii) any of Your Network was created by or are endorsed by SiteSee. Because we want you to have as much freedom over your Network as possible, SiteSee takes no responsibility for any Content located in Your Network and SiteSee has no obligation to monitor such Content or Your Network.
You acknowledge that SiteSee also reserves the right to remove, preserve, and disclose any information or Content on any SiteSee Map (including SiteSee ID and Network Member Data) or account it deems necessary or appropriate to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of SiteSee, its Users, and the general public, or (f) investigate or defend ourselves against third-party claims or allegations.
19. Your Account [top]
You need to register and create a SiteSee ID in order to become a SiteSee Member, Network Member or Affiliate on the SiteSee Platform. You are responsible for keeping your SiteSee ID password secure. SiteSee IDs are non-transferable. You will be solely responsible and liable for any activity that occurs under your SiteSee ID. SiteSee reserves the right to log off or deactivate Member accounts that are inactive for an extended period of time.
When you create Your Network, SiteSee gives you the flexibility to choose your own subdomain for Your Network (e.g., "paris" in the example: http://Paris.SiteSee.com) ("Network Subdomain"). You will be solely responsible and liable for any activity that occurs under Your Network's Subdomain. SiteSee maintains ownership of your Network Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable, license solely to use the Network Subdomain on the SiteSee Platform.
You may not use anyone else's account, SiteSee ID or Network Subdomain at any time, without the permission of the account holder. You should never give out your password to another individual or entity. SiteSee will not be liable for any loss that you may incur as a result of someone else using your password, SiteSee ID, Network Subdomain, either with or without your knowledge. However, you may be held liable for losses incurred by SiteSee or another party due to someone else using your SiteSee ID, Network Subdomain or password. In other words, please be careful with your identity and passwords.
20. Disclaimer of Warranties [top]
YOUR USE OF THE SITESEE PLATFORM, THIRD PARTY SOFTWARE, NON-SITESEE CODE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITESEE PLATFORM AND THIRD PARTY SOFTWARE, NON-SITESEE CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SITESEE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. SITESEE DISCLAIMS ANY WARRANTY THAT THE SITESEE PLATFORM, OR ANY THIRD PARTY SOFTWARE, NON-SITESEE CODE OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITESEE PLATFORM OR THE SERVER THAT MAKES THE SITESEE PLATFORM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SITESEE MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE SITESEE PLATFORM OR YOUR NETWORK (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR NETWORK OR (C) THE COMPATIBILITY OF YOUR CODE OR ANY NON-SITESEE CODE WITH ANY SITESEE TECHNOLOGY.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITESEE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SITESEE OR THROUGH OR FROM THE SITESEE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
21. Indemnity [top]
You agree to indemnify, defend, and hold harmless SiteSee, SiteSee's Owner, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to:
- Your Content or Your Network;
- Your use of any Non-SiteSee Code or Third Party Applications;
- Your use or misuse of, or connection to, the SiteSee Platform;
- Your breach or alleged breach of this Agreement;
- Your violation of any rights (including intellectual property rights) of a third party;
- Your use or misuse of any User data (including SiteSee Member Data and Network Member Data), including, in violation of the SiteSee Privacy Policy and
- Your breach or alleged breach of any agreement or policy between you and other Users.
SiteSee reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of SiteSee. SiteSee will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
22. Your Interactions with Other Users [top]
Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Network Member or Affiliate), SiteSee is under no obligation to become involved.
You release SiteSee, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users. If you are a California, US resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
23. Limitation of Liability [top]
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL SITESEE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SITESEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE SITESEE PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO SITESEE BY YOU IN THE THREE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN SITESEE AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITESEE PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
24. Changes to SiteSee Platform [top]
SiteSee reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the SiteSee Platform or any part thereof with or without notice. SiteSee will not be liable to you or to any third party for any modification, suspension or discontinuance of the SiteSee Platform.
25. Amendments [top]
We may amend, modify, change, add or remove portions of this Agreement or any Guidelines at any time without notice to you by posting a revised version on www.SiteSee.com or elsewhere on the SiteSee Platform. The revised version will be effective at the time we post it. Please check this Agreement and any Guidelines periodically for changes. Your continued use of the SiteSee Platform after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on the date stated above. However, if the revised version includes a material change, it will be effective for an existing User (including SiteSee Member, Network Member or Affiliate) on the earlier of (a) the date you accept it, and (b) 30 days after the material changes are initially posted to www.SiteSee.com or elsewhere on the SiteSee Platform. The revised version will apply to you immediately if you are a User who registers or first uses the SiteSee Platform on or after the posting of the revised version.
26. Term and Termination [top]
Term
This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your membership within any Network on the SiteSee Platform at any time and for any or no reason by following the instructions on the "Settings" page while logged in to a Network. Additionally, you may terminate your SiteSee ID account and end your use of the SiteSee Platform at any time and for no reason by following the directions here or contacting us at info@SiteSee.com or at the address set forth below in the "Contacting SiteSee" Section.
Termination
SiteSee has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the SiteSee Platform or any Network, (ii) remove and discard any Content within any Network or anywhere on the SiteSee Platform or (iii) shut down a Network, with or without notice, and with no liability of any kind to you.
If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.
Effects of Terminating
Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, Your Content, Your Network Member Data or Your Network(s). SiteSee will not have any obligation to assist you in migrating your data, Your Content, Your Network Member Data, Your Network(s) off of the SiteSee Platform and SiteSee does not keep any back-up of any of Your Content or Your Network Member Data. SiteSee is not responsible for deleting Content on your behalf. Note that, even if Content is deleted from SiteSee's active servers, it may remain in our archives (but we have no obligation to archive or back-up such Content), and subject to the licenses set forth in this Agreement.
Survival
The following Sections will survive termination of these Terms of Service for any reason: Sections 1, 3, 4-9, 13-24, 27-32.
27. Governing Law; Venue [top]
This Agreement shall be governed by the laws of the State of Massachusetts without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder.
You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within or immediately adjacent to Middlesex County, Massachusetts for the purpose of litigating all such claims or disputes.
28. Relationship of the Parties [top]
The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that SiteSee has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
29. United States Export Controls [top]
You agree to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Specifically, you agree that you shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from SiteSee under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, SiteSee from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.
30. No Third Party Beneficiaries [top]
The parties specifically disavow any desire or intention to create a "third party" beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.
31. General [top]
The failure of SiteSee to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
You may not delegate your duties under this Agreement or assign this Agreement or your SiteSee accounts or SiteSee IDs, in whole or in part, provided, however, that you may assign this Agreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. SiteSee may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.
This Agreement, which incorporates the SiteSee Privacy Policy and the Guidelines, constitutes the entire agreement between you and SiteSee and governs your use of the SiteSee Platform, superseding any prior agreements (whether written or oral) between you and SiteSee regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement.
The terms "including" and "includes" shall be deemed to be followed by the statement "without limitation" and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.
SiteSee may provide you with notices, including those regarding changes to this Agreement or any of SiteSee's terms and conditions, by email, regular mail, or postings on the SiteSee Platform. Notice will be deemed given twenty-four (24) hours after email is sent, unless SiteSee has previously been notified that the email address is invalid. Notices not pertaiSiteSee to any amendments to this Agreement or any Guidelines (such as notices relating to technical changes to the SiteSee Platform) are deemed given two (2) days following the initial posting.
32. Contacting SiteSee[top]
You may contact SiteSee in the following ways:
E-Mail:
info@SiteSee.com
Postal:
SiteSee
400 West Cummings Park
Suite 1725-307
Woburn, MA 01801
We welcome your feedback on this document and thank you for using SiteSee!.
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Terms last updated October 15, 2008
