Terms of Use

Acceptance

Comparz, Inc. (“we” or “us”) provides Content (as defined below) available through the www.comparz.com domain (collectively, including all Content available through the comparz.com domain name and other websites owned and operated by us (collectively, the “Site”).  By using and/or visiting the Site, you signify your assent to both these terms and conditions (these “Terms of Use”) and the terms and conditions of the Privacy Policy, and which are incorporated herein by reference.  If you do not agree to any of these terms, then please do not use the Site.

Website

These Terms of Use apply to all users of the Site.  The Site may contain links to third party websites that are not owned or controlled by us.  We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites.  By using the Site, you expressly relieve us from any and all liability arising from your use of any third-party website.  Accordingly, we encourage you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each other website that you visit.

Website Access

We hereby grant you permission to use the Site as set forth in these Terms of Use, provided that: (a) your use of the Site as permitted is solely for your personal, noncommercial use; (b) you will not copy or distribute any part of the Site in any medium without our prior written authorization; (c) you will not alter or modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purpose; and (d) you will otherwise comply with the terms and conditions of these Terms of Use.  In order to access some features of the Site, you may have to create an account.  You may never use another’s account without permission.  When creating your account, you must provide accurate and complete information.  You are solely responsible for the activity that occurs on your account, and you must keep your account password secure.  You must notify us immediately of any breach of security or unauthorized use of your account.  Although we will not be liable for your losses caused by any unauthorized use of your account, you may be liable for our losses or others’ due to such unauthorized use.  You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Site in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.  Notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials.  We reserve the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Site, nor to use the communication systems provided by the Site for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Site with respect to their User Submissions (as defined below).  In the event that we determine, in our sole discretion, that you have breached any portion of these Terms of Use, or have otherwise demonstrated conduct inappropriate for the Site, we reserve the right to (1) delete any or all content provided by you or your agent(s) to the Site; (2) discontinue your membership with the Site; (4) discontinue your subscription to any content, tool, or service through the Site; (3) notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (5) any other action which we deem to be appropriate.  If your membership with or ability to access the Site and/or any other service, product, content, course, event, tool, or digital product provided to you by us is discontinued by us due to your violation of any portion of these Terms of Use or for conduct otherwise inappropriate for the community of the Site, then you agree that you shall not attempt to re-register with or access the Site and/or any other product, content, or service provided by the Site, through use of a different username or otherwise, and you acknowledge that you will not be entitled to receive a refund for any fees that may have been paid to those products, content, or services to which your access has been terminated.

Intellectual Property Rights

The content on the Site, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.  Content on the Site is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.  We reserve all rights not expressly granted in and to the Site and the Content.  You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Site for any commercial purposes.  If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable, or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content therein.

User Submissions

The Site may now or in the future permit the submission of media or other communications submitted by you and other users (“User Submissions”) and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any submissions.

You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them.  In connection with User Submissions, you affirm, represent, and/or warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these Terms of Use; and (b) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these Terms of Use.  You retain all of your ownership rights in your User Submissions, however, by submitting the User Submissions to us, you hereby grant us a worldwide, non-exclusive, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Site and our (and our successor’s) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels.  You also hereby grant each user of the Site a non-exclusive license to access your User Submissions through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Site and under these Terms of Use.

In connection with User Submissions, you further agree that you will not: (a) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein; (b) publish falsehoods or misrepresentations about us or any third party; (c) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (d) post advertisements or solicitations of business; and (e) impersonate another person.  We do not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with User Submissions.  We reserve the right to remove Content and User Submissions without prior notice.  We also reserve the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length.  We may remove such User Submissions and/or terminate a User’s access for uploading any material in violation of these Terms of Use at any time, without prior notice and at our sole discretion.

In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail): (a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification 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; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  Notifications of claimed infringement should be sent This email address is being protected from spambots. You need JavaScript enabled to view it. .  You acknowledge that if you fail to comply with all of the requirements of this paragraph, your DMCA notice may not be valid.

You understand that when using the Site, you may be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions.  You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold us, our owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

We may now or in the future permit you to link to materials on the Site for personal, non-commercial purposes only.  In addition, we may now or in the future provide an “embeddable player” feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Site, provided that you include a prominent link back to the Site on the pages containing the embeddable player.  We reserve the right to modify or discontinue any aspect of the Site at any time.

Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF.  WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SITE.  WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO, OR IN ANY WAY BE RESPONSIBLE FOR MONITORING, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitation of Liability

IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.  YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.  The Site is controlled and offered by us from our facilities in the United States of America. We make no representations that the Site is appropriate or available for use in other locations.  Those who access or use the Site from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Indemnity

You agree to defend, indemnify, and hold harmless us, our affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Site; (b) your violation of any term of these Terms of Use; (c) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (d) any claim that one of your User Submissions caused damage to a third party.  This defense and indemnification obligation will survive these Terms of Use and your use of the Site.

Ability to Accept End User Agreement

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use.

Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.

General

You agree that: (a) the Site shall be deemed solely based in Massachusetts; and (b) the Site shall be deemed a passive website that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Massachusetts.  These Terms of Use shall be governed by the internal substantive laws of the State of Massachusetts, without respect to its conflict of laws principles.  Any claim or dispute between you and us that arises in whole or in part from the Site shall be decided exclusively by a court of competent jurisdiction located in Middlesex or Suffolk Counties, Massachusetts. These Terms of Use, together with the Privacy Policy and any other legal notices published by use on the Site, shall constitute the entire agreement between you and us concerning the Site.  If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.  No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.  We reserve the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Site following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms.  YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.  OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.