Last updated 1.10.2022
TABLE OF CONTENTS
1. AGREEMENT TO TERMS
2. INTELLECTUAL PROPERTY RIGHTS
3. USER REPRESENTATIONS
4. PROHIBITED ACTIVITIES
5. USER GENERATED CONTRIBUTIONS
6. CONTRIBUTION LICENSE
7. SUBMISSIONS
8. SITE MANAGEMENT
9. TERM AND TERMINATION
10. MODIFICATIONS AND INTERRUPTIONS
11. GOVERNING LAW
12. DISPUTE RESOLUTION
13. CORRECTIONS
14. DISCLAIMER
15. LIMITATIONS OF LIABILITY
16. INDEMNIFICATION
17. USER DATA
18. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
19. MISCELLANEOUS
20. CONTACT US
1. AGREEMENT TO TERMS
These
Terms of Use constitute a legally binding agreement made between you,
whether personally or on behalf of an entity (“you”) and lastminuterevisionrumu
("Company," “we," “us," or “our”), concerning your access to and use of
the 'lastminuterevisionrumu.com' website as well as any other media form, media channel,
mobile website or mobile application related, linked, or otherwise
connected thereto (collectively, the “Site”). You agree that by
accessing the Site, you have read, understood, and agreed to be bound by
all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS
OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU
MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms
and conditions or documents that may be posted on the Site from time to
time are hereby expressly incorporated herein by reference. We reserve
the right, in our sole discretion, to make changes or modifications to
these Terms of Use at any time and for any reason. We will alert you
about any changes by updating the “Last updated” date of these Terms of
Use, and you waive any right to receive specific notice of each such
change. Please ensure that you check the applicable Terms every time you
use our Site so that you understand which Terms apply. You will be
subject to, and will be deemed to have been made aware of and to have
accepted, the changes in any revised Terms of Use by your continued use
of the Site after the date such revised Terms of Use are posted.
The
information provided on the Site is not intended for distribution to or
use by any person or entity in any jurisdiction or country where such
distribution or use would be contrary to law or regulation or which
would subject us to any registration requirement within such
jurisdiction or country. Accordingly, those persons who choose to access
the Site from other locations do so on their own initiative and are
solely responsible for compliance with local laws, if and to the extent
local laws are applicable.
2. INTELLECTUAL PROPERTY RIGHTS
Unless
otherwise indicated, the Site is our proprietary property and all
source code, databases, functionality, software, website designs, audio,
video, text, photographs, and graphics on the Site (collectively, the
“Content”) and the trademarks, service marks, and logos contained
therein (the “Marks”) are owned or controlled by us or licensed to us,
and are protected by copyright and trademark laws and various other
intellectual property rights and unfair competition laws of the United
States, international copyright laws, and international conventions. The
Content and the Marks are provided on the Site “AS IS” for your
information and personal use only. Except as expressly provided in these
Terms of Use, no part of the Site and no Content or Marks may be
copied, reproduced, aggregated, republished, uploaded, posted, publicly
displayed, encoded, translated, transmitted, distributed, sold,
licensed, or otherwise exploited for any commercial purpose whatsoever,
without our express prior written permission.
Provided
that you are eligible to use the Site, you are granted a limited
license to access and use the Site and to download or print a copy of
any portion of the Content to which you have properly gained access
solely for your personal, non-commercial use. We reserve all rights not
expressly granted to you in and to the Site, the Content and the Marks.
3. USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.
If you provide any
information that is untrue, inaccurate, not current, or incomplete, we
have the right to suspend or terminate your account and refuse any and
all current or future use of the Site (or any portion thereof).
4. PROHIBITED ACTIVITIES
You
may not access or use the Site for any purpose other than that for
which we make the Site available. The Site may not be used in connection
with any commercial endeavors except those that are specifically
endorsed or approved by us.
As a user of the Site, you
agree not to: Systematically retrieve data or other content from the
Site to create or compile, directly or indirectly, a collection,
compilation, database, or directory without written permission from us.
Trick,
defraud, or mislead us and other users, especially in any attempt to
learn sensitive account information such as user passwords.
Circumvent,
disable, or otherwise interfere with security-related features of the
Site, including features that prevent or restrict the use or copying of
any Content or enforce limitations on the use of the Site and/or the
Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
Use any information obtained from the Site in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Site in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Site.
Upload
or transmit (or attempt to upload or to transmit) viruses, Trojan
horses, or other material, including excessive use of capital letters
and spamming (continuous posting of repetitive text), that interferes
with any party’s uninterrupted use and enjoyment of the Site or
modifies, impairs, disrupts, alters, or interferes with the use,
features, functions, operation, or maintenance of the Site.
Engage in
any automated use of the system, such as using scripts to send comments
or messages, or using any data mining, robots, or similar data
gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload
or transmit (or attempt to upload or to transmit) any material that
acts as a passive or active information collection or transmission
mechanism, including without limitation, clear graphics interchange
formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar
devices (sometimes referred to as “spyware” or “passive collection
mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except
as permitted by applicable law, decipher, decompile, disassemble, or
reverse engineer any of the software comprising or in any way making up a
part of the Site.
Except as may be the result of standard search
engine or Internet browser usage, use, launch, develop, or distribute
any automated system, including without limitation, any spider, robot,
cheat utility, scraper, or offline reader that accesses the Site, or
using or launching any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Site.
Make
any unauthorized use of the Site, including collecting usernames and/or
email addresses of users by electronic or other means for the purpose
of sending unsolicited email, or creating user accounts by automated
means or under false pretenses.
Use the Site as part of any effort to
compete with us or otherwise use the Site and/or the Content for any
revenue-generating endeavor or commercial enterprise.
5. USER GENERATED CONTRIBUTIONS
The
Site does not offer users to submit or post content. We may provide you
with the opportunity to create, submit, post, display, transmit,
perform, publish, distribute, or broadcast content and materials to us
or on the Site, including but not limited to text, writings, video,
audio, photographs, graphics, comments, suggestions, or personal
information or other material (collectively, "Contributions").
Contributions may be viewable by other users of the Site and through
third-party websites. As such, any Contributions you transmit may be
treated in accordance with the Site Privacy Policy. When you create or
make available any Contributions, you thereby represent and warrant
that: The creation, distribution, transmission, public display, or
performance, and the accessing, downloading, or copying of your
Contributions do not and will not infringe the proprietary rights,
including but not limited to the copyright, patent, trademark, trade
secret, or moral rights of any third party.
You are the creator and
owner of or have the necessary licenses, rights, consents, releases, and
permissions to use and to authorize us, the Site, and other users of
the Site to use your Contributions in any manner contemplated by the
Site and these Terms of Use.
You have the written consent, release,
and/or permission of each and every identifiable individual person in
your Contributions to use the name or likeness of each and every such
identifiable individual person to enable inclusion and use of your
Contributions in any manner contemplated by the Site and these Terms of
Use.
Your Contributions are not false, inaccurate, or misleading.
Your
Contributions are not unsolicited or unauthorized advertising,
promotional materials, pyramid schemes, chain letters, spam, mass
mailings, or other forms of solicitation.
Your Contributions are not
obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your
Contributions are not used to harass or threaten (in the legal sense of
those terms) any other person and to promote violence against a
specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your
Contributions do not violate any applicable law concerning child
pornography, or otherwise intended to protect the health or well-being
of minors.
Your Contributions do not include any offensive comments
that are connected to race, national origin, gender, sexual preference,
or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in
violation of the foregoing violates these Terms of Use and may result
in, among other things, termination or suspension of your rights to use
the Site.
6. CONTRIBUTION LICENSE
You
agree that we may access, store, process, and use any information and
personal data that you provide following the terms of the Privacy Policy
and your choices (including settings).
By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your
Contributions. You retain full ownership of all of your Contributions
and any intellectual property rights or other proprietary rights
associated with your Contributions. We are not liable for any statements
or representations in your Contributions provided by you in any area on
the Site. You are solely responsible for your Contributions to the Site
and you expressly agree to exonerate us from any and all responsibility
and to refrain from any legal action against us regarding your
Contributions.
7. SUBMISSIONS
You
acknowledge and agree that any questions, comments, suggestions, ideas,
feedback, or other information regarding the Site ("Submissions")
provided by you to us are non-confidential and shall become our sole
property. We shall own exclusive rights, including all intellectual
property rights, and shall be entitled to the unrestricted use and
dissemination of these Submissions for any lawful purpose, commercial or
otherwise, without acknowledgment or compensation to you. You hereby
waive all moral rights to any such Submissions, and you hereby warrant
that any such Submissions are original with you or that you have the
right to submit such Submissions. You agree there shall be no recourse
against us for any alleged or actual infringement or misappropriation of
any proprietary right in your Submissions.
8. SITE MANAGEMENT
We
reserve the right, but not the obligation, to: (1) monitor the Site for
violations of these Terms of Use; (2) take appropriate legal action
against anyone who, in our sole discretion, violates the law or these
Terms of Use, including without limitation, reporting such user to law
enforcement authorities; (3) in our sole discretion and without
limitation, refuse, restrict access to, limit the availability of, or
disable (to the extent technologically feasible) any of your
Contributions or any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from the Site or
otherwise disable all files and content that are excessive in size or
are in any way burdensome to our systems; and (5) otherwise manage the
Site in a manner designed to protect our rights and property and to
facilitate the proper functioning of the Site.
9. TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or
suspend your account for any reason, you are prohibited from registering
and creating a new account under your name, a fake or borrowed name, or
the name of any third party, even if you may be acting on behalf of the
third party. In addition to terminating or suspending your account, we
reserve the right to take appropriate legal action, including without
limitation pursuing civil, criminal, and injunctive redress.
10. MODIFICATIONS AND INTERRUPTIONS
We
reserve the right to change, modify, or remove the contents of the Site
at any time or for any reason at our sole discretion without notice.
However, we have no obligation to update any information on our Site. We
also reserve the right to modify or discontinue all or part of the Site
without notice at any time. We will not be liable to you or any third
party for any modification, price change, suspension, or discontinuance
of the Site.
We cannot guarantee the Site will be
available at all times. We may experience hardware, software, or other
problems or need to perform maintenance related to the Site, resulting
in interruptions, delays, or errors. We reserve the right to change,
revise, update, suspend, discontinue, or otherwise modify the Site at
any time or for any reason without notice to you. You agree that we have
no liability whatsoever for any loss, damage, or inconvenience caused
by your inability to access or use the Site during any downtime or
discontinuance of the Site. Nothing in these Terms of Use will be
construed to obligate us to maintain and support the Site or to supply
any corrections, updates, or releases in connection therewith.
11. GOVERNING LAW
These
Terms shall be governed by and defined following the laws of
__________. __________ and yourself irrevocably consent that the courts
of __________ shall have exclusive jurisdiction to resolve any dispute
which may arise in connection with these terms.
12. DISPUTE RESOLUTION
Binding Arbitration
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause. The number of arbitrators shall be __________. The seat, or legal place, of arbitration shall be __________. The language of the proceedings shall be __________. The governing law of the contract shall be the substantive law of __________.
Restrictions
The
Parties agree that any arbitration shall be limited to the Dispute
between the Parties individually. To the full extent permitted by law,
(a) no arbitration shall be joined with any other proceeding; (b) there
is no right or authority for any Dispute to be arbitrated on a
class-action basis or to utilize class action procedures; and (c) there
is no right or authority for any Dispute to be brought in a purported
representative capacity on behalf of the general public or any other
persons.
Exceptions to Arbitration
The
Parties agree that the following Disputes are not subject to the above
provisions concerning binding arbitration: (a) any Disputes seeking to
enforce or protect, or concerning the validity of, any of the
intellectual property rights of a Party; (b) any Dispute related to, or
arising from, allegations of theft, piracy, invasion of privacy, or
unauthorized use; and (c) any claim for injunctive relief. If this
provision is found to be illegal or unenforceable, then neither Party
will elect to arbitrate any Dispute falling within that portion of this
provision found to be illegal or unenforceable and such Dispute shall be
decided by a court of competent jurisdiction within the courts listed
for jurisdiction above, and the Parties agree to submit to the personal
jurisdiction of that court.
13. CORRECTIONS
There
may be information on the Site that contains typographical errors,
inaccuracies, or omissions, including descriptions, pricing,
availability, and various other information. We reserve the right to
correct any errors, inaccuracies, or omissions and to change or update
the information on the Site at any time, without prior notice.
14. DISCLAIMER
THE
SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT
YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 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 WE WILL
ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY
DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE
OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS
AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION
STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR
FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH
MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6)
ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR
DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT
POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA 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, ANY
HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION 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 ANY
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.
15. LIMITATIONS OF LIABILITY
IN
NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST
PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR
USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR
LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF
THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT
PAID, IF ANY, BY YOU TO US OR __________. CERTAIN US STATE LAWS AND
INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU,
SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO
YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
16. INDEMNIFICATION
You
agree to defend, indemnify, and hold us harmless, including our
subsidiaries, affiliates, and all of our respective officers, agents,
partners, and employees, from and against any loss, damage, liability,
claim, or demand, including reasonable attorneys’ fees and expenses,
made by any third party due to or arising out of: (1) use of the Site;
(2) breach of these Terms of Use; (3) any breach of your representations
and warranties set forth in these Terms of Use; (4) your violation of
the rights of a third party, including but not limited to intellectual
property rights; or (5) any overt harmful act toward any other user of
the Site with whom you connected via the Site. Notwithstanding the
foregoing, we reserve 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, at your expense, with our
defense of such claims. We will use reasonable efforts to notify you of
any such claim, action, or proceeding which is subject to this
indemnification upon becoming aware of it.
17. USER DATA
We
will maintain certain data that you transmit to the Site for the
purpose of managing the performance of the Site, as well as data
relating to your use of the Site. Although we perform regular routine
backups of data, you are solely responsible for all data that you
transmit or that relates to any activity you have undertaken using the
Site. You agree that we shall have no liability to you for any loss or
corruption of any such data, and you hereby waive any right of action
against us arising from any such loss or corruption of such data.
18. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting
the Site, sending us emails, and completing online forms constitute
electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures,
and other communications we provide to you electronically, via email
and on the Site, satisfy any legal requirement that such communication
be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES,
CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF
NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY
US OR VIA THE SITE. You hereby waive any rights or requirements under
any statutes, regulations, rules, ordinances, or other laws in any
jurisdiction which require an original signature or delivery or
retention of non-electronic records, or to payments or the granting of
credits by any means other than electronic means.
19. MISCELLANEOUS
These
Terms of Use and any policies or operating rules posted by us on the
Site or in respect to the Site constitute the entire agreement and
understanding between you and us. Our failure to exercise or enforce any
right or provision of these Terms of Use shall not operate as a waiver
of such right or provision. These Terms of Use operate to the fullest
extent permissible by law. We may assign any or all of our rights and
obligations to others at any time. We shall not be responsible or liable
for any loss, damage, delay, or failure to act caused by any cause
beyond our reasonable control. If any provision or part of a provision
of these Terms of Use is determined to be unlawful, void, or
unenforceable, that provision or part of the provision is deemed
severable from these Terms of Use and does not affect the validity and
enforceability of any remaining provisions. There is no joint venture,
partnership, employment or agency relationship created between you and
us as a result of these Terms of Use or use of the Site. You agree that
these Terms of Use will not be construed against us by virtue of having
drafted them. You hereby waive any and all defenses you may have based
on the electronic form of these Terms of Use and the lack of signing by
the parties hereto to execute these Terms of Use.
20. CONTACT US
In
order to resolve a complaint regarding the Site or to receive further
information regarding use of the Site, please contact us at: