1. Your Agreement to these Terms.
By accessing or using the Services and/or the App, you agree to be bound by these Terms, whether you are a "Visitor" (which means that you browse or use the Services without registering for a Cabinet account) or you are a "Member" (which means that you have registered for a Cabinet account). The term "User" refers to another user of the Services (not you), whether a Visitor or a Member. You are authorized to use the Services and the App only if you agree to abide by all applicable laws, rules and regulations ("Applicable Law") and these Terms. If you do not agree to be bound by these Terms and to abide by all Applicable Law, you must discontinue use of the Services and uninstall the App immediately. Your use of, or participation in, certain Services may be subject to different or additional terms, and such terms will be presented to you for your acceptance when you sign up for or use such Services. In addition to our Terms, you agree that by using your application, you are bound by Google’s Terms of Service.
2. Modifications to these Terms.
We reserve the right to modify these Terms at any time and from time to time, and each such modification shall be effective upon posting on the Services. Your continued use of the Services and/or App following any such modification constitutes your agreement to be bound by and your acceptance of the Terms as so modified. It is therefore important that you review these Terms regularly. If you do not agree to be bound by any modifications to these Terms, you must discontinue use of the Services and uninstall the App immediately. If we ask you to provide your express consent to any modifications to these Terms and you do not provide such consent, we may terminate your access to the Services and the App.
3. Eligibility to Use Services.
Use of the Services and registration to be a Member for the Services ("Membership") is void where prohibited. Our Services and App are not intended for children. By using the Services and/or the App, or by registering for Membership, you represent and warrant to us that you are 13 years of age or older and that your use of the Services and App does not violate any Applicable Law. In addition, by registering for Membership, you further represent and warrant to us that all registration information you submit is truthful and accurate, and that you will update such information as and when necessary to keep it accurate and up to date.
These Terms (including any modifications, as set forth above) shall remain in full force and effect while you use the Services and App or are a Member. You may terminate these Terms and, if applicable, your Membership at any time, for any reason, by contacting us. By terminating your Membership, you acknowledge and expressly agree that we may, in our discretion, irrevocably delete all of your profile content, photos and other content or information you have submitted to the Services (collectively, “Content”), as well as your Membership account information. We may suspend or terminate your Membership and/or terminate these Terms at any time, for any or no reason, with or without prior notice or explanation, and without liability. Upon termination of these Terms by you or us, you may no longer access or use the Services or the App in any way; and any provision of these Terms that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, this sentence and Sections 6-9 and 11-22. By terminating your membership, however, you have no deleted your account and all of your profile information and content. It has simply been deactivated.
5. Member Registration.
In order to register for Membership, you are required to fill out the registration form by providing all required information, and choose a username and password that you can modify at any time. You are solely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, email address or password of another Member at any time or to disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
We reserve the right to charge for any portion of the Services and/or App and to change our fees (if any) from time to time in our discretion. If we terminate your Membership because you have breached these Terms, you shall not be entitled to the refund of any unused portion of fees or payments (if any).
7. Rights in Content You Submit.
We do not assert ownership of your Content. As between you and us, you own your Content. By posting any Content on, through or in connection with the Services, you hereby grant to us a nonexclusive, worldwide, royalty-free, fully-paid, perpetual, assignable license (with right to sublicense) to use, modify, create derivative works of, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content on, through or in connection with the Services, including, without limitation, distributing part or all of the Services and any Content included therein, in and/or through any and all media, platforms, and distribution channels now or hereafter known or developed. Without limiting that license grant, you acknowledge and agree that we may sublicense Content, in whole or in part, to third parties to permit such third parties to display content from the Services. You may terminate this license to your Content by terminating your Membership account (which terminates this license as to all of your Content) or by removing Content from the Services (which terminates this license as to the Content removed). Upon receipt of notice of such termination by you, we will remove your Content from the Services as soon as practicable, and at that point our license to your Content under these Terms will terminate, except with respect to any Content that we cannot reasonably retrieve or delete (for example, copies that have been saved or otherwise retained by third parties outside of the Services). You represent and warrant that: (a) the Content is your original work or you otherwise own the Content or have all rights necessary to grant the rights and licenses set forth in these Terms, and (b) the posting of the Content on, through or in connection with the Services and the granting of the rights in these Terms do not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of our exercise of the rights granted in any Content posted by you or anyone else through your Membership account.
8. Our Ownership Rights.
The Services also contain information and content created and/or provided by us ("Cabinet Content"). As between you and us, we own all right, title, and interest in and to the Site, the Services, the App, and the Cabinet Content, all of which are protected by copyright, trademark, patent, trade secret and other laws and treaties in the United States and worldwide. We reserve all rights in the Site, the Services, the App, and the Cabinet Content, except for the limited license rights expressly granted in these Terms.
9. Limited Licenses.
We hereby grant you a limited, nonexclusive, revocable, nonsublicensable license to: (a) install and use the App (in object code only and solely in a device for which the App is intended) to use the Services, and (b) reproduce and display the Cabinet Content (excluding any software code) solely for your personal use in connection with viewing the Site and using the App and Services.
10. License Restrictions.
You may not, and may not engage or encourage a third party to, do any of the following: (a) copy, modify, or create derivative works of the App or the Services (or any part thereof, including the Cabinet Content) for any purpose; (b) distribute, publicly display, publicly perform, transfer, sell, sublicense, lease, lend, rent or otherwise make available the App or the Services (or any part thereof) to any third party; (c) decompile, reverse-engineer, disassemble or interfere with or circumvent the App or the Services (or any part thereof), including without limitation any security or access control mechanism (except to the extent such a restriction is impermissible under applicable law, in which case you must notify us in writing of your need to do so and permit us to perform such services for you at our standard rates); or (d) use the App or the Services (or any part thereof) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms.
11. Content Posted By Other Users.
We assume no responsibility or liability for any information, materials, products or services provided to you or through the Services by other Users. If you become aware of misuse of the Services by any person, please contact us immediately so that we may consider an appropriate response under the circumstances.
12. Inappropriate and Prohibited Content.
We have no obligation to review or moderate the Content or any information or content submitted by other Users. However, we reserve the right, in our sole discretion, to reject, refuse to post or remove any posting by you or others (including, without limitation, private messages between you and other Users) or any Content or other User’s content for any or no reason, with or without prior notice or explanation, and without liability. For example, we may, but are not obligated to, reject, refuse to post or delete any Content or any information or content submitted by others that in our sole judgment violates these Terms or that may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. You are solely responsible for the Content that you post on, through or in connection with any of the Services, and any material or information that you transmit to other Members and for your interactions with other Users. The following are examples of the kind of Content that is illegal or prohibited to post on, through or in connection with the Services. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision. Prohibited Content includes, but is not limited to, Content that we determine in our sole discretion: (a) is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) harasses or advocates harassment of another person; (c) exploits people in a sexual or violent manner; (d) contains nudity, violence, or offensive subject matter or contains a link to an adult website; (e) solicits or is designed to solicit personal information from anyone under 18; (f) discloses information that poses or creates a privacy or security risk to any person or entity; (g) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (h) constitutes or promotes an illegal or unauthorized copy or derivative work of another person's work; (i) involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, or "spamming"; (j) contains restricted or password only access pages or hidden pages or images; (k) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities; (l) solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other Users; (m) involves commercial activities and/or sales without prior written consent from us such as contests, sweepstakes, barter, advertising, or pyramid schemes; (n) includes a photograph or video of another person that you have posted without that person's consent; or (o) violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person; or (p) violates our Community Guidelines, including, without limitation, reviews, comments or other Content regarding any business that is (i) fake or defamatory, (ii) traded with other businesses, (iii) written by any owner, employee or other agent of the reviewed business, or (iv) for which you were compensated for writing, directly or indirectly, by the reviewed business, its affiliates or agents.
13. Protecting Copyrights and Other Intellectual Property.
We respect the intellectual property of others, and we require that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is our policy to terminate, in appropriate circumstances, the Membership of repeat infringers.
14. DMCA Takedown Policy.
If you believe your work has been copied and posted on or through the Services in a way that constitutes copyright infringement, please send our Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. Our Copyright Agent can be reached electronically at firstname.lastname@example.org.
16. Links to Third-Party Sites or Services.
The Services may include links to other sites and services that are not operated by us. These links may be provided by us or by other Users. We provide such links only as a convenience and are not responsible for the content, products, services, or links available on such sites. You are responsible for and assume all risk arising from your use or reliance of any third-party sites and services. Our Services may provide tools that enable you to provide or export information or Content to third-party services. By using these tools, you agree that we may transfer such information and Content to the applicable third-party service. Such third-party services are not under our control, and we are not responsible for their use of your exported information.
The Services and the App are provided "AS-IS" and as available and we expressly disclaim any and all warranties, express, implied, or statutory, including any warranty of merchantability, fitness for a particular purpose, or against non-infringement. We cannot guarantee and does not promise any specific results from use of the Services or the App. We are not responsible for and make no warranties, express or implied, as to the accuracy or reliability of the Services, the App, or any content or information available through or in connection with the Services or the App. Content or information submitted by you and other Users of the Services does not necessarily reflect our opinions or policies and may contain information that is false or misleading. In addition, we are not responsible for any damage, injury or loss caused by Users of the Services or by any of the equipment or programming associated with or utilized in the Services or the App. We take no responsibility for third-party advertisements that are posted on, through or in connection with the Services, nor do we take any responsibility for the goods or services provided by these third parties. We are not responsible for the conduct, whether online or offline, of any User of the Services.
18. Limitation of Liability.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DATA, OR GOODWILL ARISING FROM OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES (INCLUDING ANY CONTENT OR INFORMATION SUBMITTED BY YOU OR AVAILABLE THROUGH THE SERVICES) OR THE APP AND/OR ANY CONDUCT OR CONTENT OF ANY THIRD PARTY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF THE CLAIM (CONTRACT, TORT, OR OTHER LEGAL THEORY). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES AND THE APP. EACH PROVISION OF THE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
The laws of the State of California, without regard to its conflict of law provisions, apply to these Terms and any matters arising from or relating to these Terms and/or your use of the Services and the App. You and Cabinet agree resolve any claims or disputes arising from or relating to these Terms and/or your use of the Services and the App in the state and federal courts located in Santa Clara County or San Mateo County, California, and you and we agree to submit to the exclusive personal jurisdiction of such courts for any such claims or disputes. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THESE TERMS.
You agree to indemnify and hold harmless Cabinet and our subsidiaries and affiliates, and each of their respective officers, directors, agents, employees and shareholders, from and against any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' and expert witness fees, arising from or relating to: (a) your access to or use of the Services and/or the App, (b) your violation of these Terms or any Applicable Law, (c) an actual or alleged violation of the rights of a third party by you or the Content, and (d) any disputes arising between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.
A delay or failure on our part to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. You may not assign or transfer these Terms or any of your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign or delegate these Terms, in whole or in part, at any time without notice.
To contact us regarding any questions about these Terms, please email us at email@example.com.