Strutta.com Organizer Agreement
THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN STRUTTA.COM MEDIA, INC. (“STRUTTA”) AND YOU. THIS AGREEMENT, TOGETHER WITH ALL UPDATES, LICENSES, ADDITIONAL TERMS, AND ALL STRUTTA RULES AND POLICES, COLLECTIVELY CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND STRUTTA.
BY CLICKING THE “I ACCEPT” BUTTON, BELOW, OR BY USING THE SERVICES AFTER WE HAVE POSTED ANY UPDATES OR ADDITIONAL TERMS TO THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN INDIVIDUAL OR ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH INDIVIDUAL OR ENTITY, IN WHICH CASE “YOU” SHALL ALSO MEAN SUCH INDIVIDUAL OR ENTITY.
Platform and Services The software platform (the “Platform”) made available through the service offerings (the “Services”) are licensed, and not sold, to you. By clicking the “I Accept” button, Strutta grants you a limited, non- exclusive, non-sublicensable, freely revocable, non-transferable license during the Term (as defined below) to use the Platform and to create online contests, games, sweepstakes, (each a “Contest”) or promotions, marketing activities or other events (each an “Activity”). The Services you purchase provide you with the tools you require to create Contests or Activities. The availability of the Services is subject to change at any time.
Strutta Policies By using the Services, you agree to comply with Strutta’s policies (“Strutta Policies”). You agree that before creating a Contest or Activity or making any use of the Services you will review the Strutta Policies and will become familiar with their content.
Strutta reserves the right, at any time and from time to time, to update, revise, supplement, or otherwise modify this Agreement and require your compliance with additional rules, policies, terms or conditions for the Contest or Activity or your use of the Services. Such updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions (the “Additional Terms”) will be effective immediately after posting on www.strutta.com website (the “Site”) and incorporated into this Agreement. Your continued use of the Services will be deemed to constitute your acceptance of any and all such Additional Terms. It is your obligation to periodically review the Site and become aware of any such Additional Terms. All Additional Terms are incorporated into this Agreement by reference. Notwithstanding the foregoing, in the event that Additional Terms are agreed upon by you and Strutta by separate written agreement in accordance with this section, such agreement shall specify whether or not Additional Terms posted on the Site apply to this Agreement between you and Strutta.
Contests and Activities Each Contest or Activity you create must comply with the official rules (the “Official Rules”). You may use your own rules for a Contest or Activity, provided that such rules are not inconsistent with the Official Rules. You may host a Contest or Activity on a domain of your choosing or on Strutta’s subdomain (each a “Contest or Activity Site”) from which anyone who registers for a Strutta account can access and participate in the Contest or Activity (each a “Participant”). You agree: (a) to be bound by this Agreement with respect any Contest or Activity you conduct, whether such Contest or Activity is hosted on the Site or an external Contest or Activity Site; and (b) that you are and will be solely responsible for compliance of each Contest or Activity and participation of Participants with the laws of each jurisdiction in which the Contest or Activity is offered (including with respect to age restrictions and registration requirements), and the terms and conditions of this Agreement. You may upload any of your source code or object code (“Your Code”) on the Platform to create and conduct a Contest or Activity, provided that Your Code complies with the terms and conditions of this Agreement.
Acceptable Use and Conduct
Your use of the Platform and Services and any Contest or Activity you conduct must be in compliance with the following requirements. You agree that you will not use the Platform in any manner that, nor make available any Contest or Activity related content or data (“Content”) that:
1. infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
2. 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
3. engages in spamming, “chain letters”, “pyramid schemes”, advertisement of illegal or controlled
products or services, or other advertising or marketing activities that violate this Agreement, the Strutta Policies or any applicable laws, regulations or generally-accepted advertising industry guidelines;
4. 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;
5. is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
6. is harmful to minors in any way;
7. is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national
origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as
reasonably determined by Strutta;
8. impersonates a Strutta employee, or any other person, or falsely states or otherwise misrepresents
your affiliation with any person or entity, or to obtain access to the Platform or a portion thereof
without proper authorization;
9. interferes or attempts to interfere with the proper working of the Platform or prevents others from
using the Platform, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Platform, or that otherwise negatively affects other persons’ ability to use the Platform;
10. uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Platform or the content contained therein;
11. facilitates the unlawful distribution of copyrighted content;
12. includes personal or identifying information about another person 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 Platform to Participants and other Site users;
13. constitutes or contains any form of advertising or solicitation to Participants who have requested not to be contacted about other services, products or commercial interests;
14. stalks or otherwise harasses anyone on the Platform or with information obtained from the Platform; collects, uses or discloses data, including personal information, about Participants or
other Site users without their informed consent or for unlawful purposes or in violation of
applicable law or regulations;
15. requests, solicits or otherwise obtains access to usernames, passwords or other authentication
credentials from any Participant of the Platform for the purposes of automating logins to the Platform; uses any profanity or the description or name of any illegal activity in the name of any Contest or Activity or Contest or Activity Site;
16. attempts to gain unauthorized access to the computer systems of Strutta or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Platform;
17. takes any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information from the Platform or using it for purposes unrelated to the Platform);
18. posts or permits posting of adult content on your Activities, unless such adult content is only visible to registered Participants of such Activities and notice of such adult content is provided to such Participants first;
19. decompiles or reverse engineers or attempt to access the source code of the software underlying the Platform or any other Strutta technology;
20. copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Platform;
21. accesses the Platform for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Platform; or
22. accesses the Platform to upload Your Code or any Content for the purposes of: (i) causing a breach of security to the Platform or the Site; (ii) interfering with the proper working, functionality or performance of the Platform; or (iii) preventing others from accessing or using the Platform.
You agree not to authorize or encourage any Participant or any other Site user to use the Platform or any Contest or Activity (and your Contests or Activities will not be designed to facilitate) any of the foregoing prohibited conduct. You also agree to immediately notify Strutta in the event you become aware of an actual or potential violation of the foregoing. Contests or Activities that violate or may in Strutta’s view be reasonably expected to violate any of the foregoing prohibited conduct may be suspended or terminated at Strutta’s sole discretion and without notice.
Suspension and Termination
If you fail, or Strutta suspects that you have failed, to comply with any of the provisions of this Agreement, Strutta may suspend your right and license to use the Platform and the Services, terminate this Agreement in its entirety at its sole discretion and without notice to you, or impose additional terms or conditions for your continued right to use the Platform or the Services. Termination or suspension of this Agreement will not effect any right or remedy Strutta has against you at law or under this Agreement.
Strutta reserves the right to modify, suspend, or discontinue the Services (or any part or content thereof) at any time with or without notice to you, and Strutta will not be liable to you or to any third party should it exercise such right.
Intellectual Property Ownership
Subject to the other terms of this Agreement, as between you and Strutta, Strutta does not claim any intellectual property rights to Your Code or Content provided by you. Strutta owns all intellectual property rights to the Platform and the Services. You may use the Platform and the Services only in the manner contemplated in this Agreement. This Agreement does not give you any intellectual property rights in the Platform, the Services, or any Content submitted by Participants.
You hereby grant Strutta a non-exclusive, worldwide, perpetual, transferable, irrevocable, sublicenseable, royalty-free right and license to access, use, reproduce, store, distribute, and publicly display, as required, Your Code and Content: (a) for the purpose of operating and making your Contest or Activity available on the Platform; and (b) for Strutta’s internal business purposes. Additionally, you hereby grant Strutta a non- exclusive, world-wide, transferable, irrevocable, sublicenseable royalty-free right and license to continue using, reproducing, archiving, caching, creating derivative works from, publicly displaying and performing in perpetuity, any of Your Code or Content that is incorporated into the Platform, provided that Strutta shall not use or distribute Your Code on a stand alone basis. The foregoing license does not limit Strutta’s rights under any third party or open source license in which Your Code is licensed.
Strutta trademarks, logos, images, service marks, trade names and other distinctive branding features used on the Platform or on the Strutta website (collectively, “Strutta Marks”) are proprietary to Strutta and may not be used by you or anyone on your behalf or under your direction without Strutta's prior written permission. Strutta is not granting you a license or any intellectual property right to the Strutta Marks. Other third party trademarks, logos, images, service marks, trade names and other distinctive branding features that may appear on the Platform are the property of their respective owners.
All copyrights in and to the Services are owned by Strutta who reserves all rights in law and equity. The use of the Platform or the Services, except for such use as is expressly permitted under this Agreement, is strictly prohibited and infringes on the intellectual property rights of Strutta.
You may from time to time elect, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to Strutta related to the Platform and/or the Services (collectively, “Feedback”). If you elect to provide Strutta with Feedback, you hereby grant a world-wide, perpetual, and royalty free license to Strutta to use and implement the Feedback, and you acknowledge that Strutta will be entitled to use and implement the Feedback in any manner without restriction and without any obligation of confidentiality, attribution or compensation to you.
Limitation of Liability
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, SHALL STRUTTA OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF STRUTTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE PLATFORM OR ANY SERVICES; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT. STRUTTA’S LIABILITY UNDER THIS AGREEMENT IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY OR ON BEHALF OF YOU IS LIMITED TO THE LESSER OF: (i) $100, AND (ii) THE TOTAL AMOUNTS YOU PAID TO STRUTTA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF ANY CLAIM. THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY SERVICES PROVIDED BY ANY THIRD PARTIES AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE PLATFORM. YOU ALSO AGREE THAT STRUTTA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON YOUR CONTEST OR ACTIVITY SITE.
Strutta takes no responsibility for any content forming part of or related to your Activities and Strutta has no obligation to monitor your Activities.
Disclaimer of Warranties
STRUTTA DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME STRUTTA MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR USE OF THE PLATFORM AND ALL CONTENT FORMING PART OF OR RELATED TO THE PLATFORM, INCLUDING BUT NOT LIMITED TO ALL CONTEST OR ACTIVITY CONTENT, YOUR CODE, CONTENT AND THIRD PARTY SOFTWARE, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. STRUTTA EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM, 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. STRUTTA DISCLAIMS ANY WARRANTY THAT THE PLATFORM OR ANY CONTEST OR ACTIVITY CONTENT, OR THIRD PARTY SOFTWARE AND CONTENT WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. STRUTTA 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 PLATFORM OR YOUR ACTIVITIES OR CONTEST OR ACTIVITY SITES; (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR SITE; OR (C) THE COMPATIBILITY OF YOUR CODE OR CONTEST OR ACTIVITY CONTENT WITH THE PLATFORM. You are solely responsible for ensuring that Your Code is compatible with the Platform and any Contest or Activity Site. Strutta disclaims any liability or responsibility for any unauthorized use of Your Code by third parties, PARTICIPANTS or OTHER SITE USERS AND is not responsible for protecting Your Code. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE 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 STRUTTA OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. TO THE EXTENT ANY STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, STRUTTA’S LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Third Party Content
The inclusion of any third party content on the Platform does not imply Strutta’s affiliation to the provider of such third party content or its endorsement of such third party content. Because Strutta does not control third party content, you agree that Strutta is 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. Strutta 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 social networking website) in whole or part at any time for any reason with or without notice and with no liability of any kind. You are solely responsible (and assume all associated liability and risk) for determining whether or not such third party content is appropriate or acceptable to you.
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.
You agree to indemnify, defend, and hold harmless Strutta, 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 this Agreement, the Platform, or the Services, including but not limited to: (a) your use, non-use or misuse of, or connection to the Platform; (b) Your Code and any other Content forming part of a Contest or Activity or the Site; (c) your breach or alleged breach of this Agreement; (d) your violation of any rights, including intellectual property rights, of a third party; (e) your use or misuse of any Participant Information including but not limited to any violation of the Strutta Policies; (f) your failure to provide any prize(s) for any Contest or Activity; (g) a third party’s use, non-use or misuse of, or connection to your Contest or Activity or the Site; (h) all claims brought against Strutta or any costs incurred by Strutta in connection with any breach by any Participant of your Activities of the Official Rules; and (i) all claims brought against Strutta or any costs incurred by Strutta in connection with any claims that the Official Rules breach the laws of any state, province, country or region. Strutta reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Strutta and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Strutta. Strutta will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada, as applicable herein, without reference to its conflicts of laws principles. Any and all disputes, claims, and causes of action, other than the determination or validity of claims, shall be resolved individually, and exclusively by arbitration by the British Columbia International Commercial Arbitration Centre, in accordance with its rules, as amended from time to time.
The failure of Strutta 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 or unenforceable, such provision shall be severed from this Agreement without effect on any other provisions of this Agreement.
You may not delegate your duties under this Agreement or assign this Agreement or your Strutta account, in whole or in part, with the consent of Strutta, such consent not to be unreasonably withheld. This Agreement shall be binding on the parties permitted assignees, transferees and successors.
The rights and obligations contained in this Agreement will survive any termination or expiry of this Agreement, if survival of such right or obligation is required to give full effect and force to the right or obligation set out.
Change of Ownership or Business Transition
In the event Strutta engages in a transaction which results in a change of ownership or control of Strutta, whether pursuant to the sale of all or substantially all of the shares or assets of Strutta, amalgamation, consolidation or other business combination, Strutta may disclose or transfer your personal information as required pursuant to such a transaction, provided that any disclosure or transfer is made in accordance with the privacy laws in British Columbia and this Agreement may be assigned by Strutta without the requirement to obtain your consent.
Strutta may provide you with notices with respect to the Services or this Agreement by sending an email message to your email address set out on your registration form, by sending a letter via mail to the contact address set out on your registration form, or by posting on the Site. Notices shall become effective immediately.
You may contact Strutta by email at [email protected] or by mail at Strutta, Inc., 207-163 West Hastings Street, Vancouver, BC V6B 1H5.