EarthWalker reserves the right, in its sole discretion and subject to Section 23(j) below, to change these Terms and any other documents incorporated by reference herein from time to time on a prospective basis, and to modify, add or discontinue any aspect, content or feature of the Website or other Services. You agree that we may notify you of such changes by posting them on the Website and that your use of the Website or other Services following the posting of any changes to these Terms constitutes your acceptance of such changes. Therefore, you should review these Terms before using the Website or other Services and be sure to return to this page periodically to ensure familiarity with the most current version of these Terms. To the extent that an arbitrator or court of applicable jurisdiction determines that applying any changes to these Terms would render this an illusory or unenforceable contract, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the date of such changes, to the extent necessary to avoid these Terms being deemed illusory or unenforceable.
EarthWalker hereby grants you a non-exclusive, revocable license to use the Website and other Services for your personal use only and not for any for-profit or commercial activities or purposes or for resale, except as expressly permitted by these Terms or any document incorporated by reference herein, including, but not limited to, the SaaS Agreement and EULA, if applicable. The Website and other Services contain material that is derived in whole or in part from material supplied and owned by EarthWalker and other sources. Such material is protected by copyright, trademark and other applicable laws. Without our prior written consent, you agree that you will not use the Website or other Services, or reproduce, display, publish, download, post, digitize, translate, modify, transmit, distribute, commercially exploit or otherwise use any material in the Website or other Services, for any purpose, except as expressly permitted herein. You also agree that you will not link to any page on the Website other than the home page (for example, "deep linking"), without our prior written consent.
EarthWalker permits you to view and print a reasonable number of copies of web pages or other content located on the Website for your own personal use, but not for any for-profit or commercial purposes or for resale; provided, however, that (a) you retain all trademark, copyright and other proprietary notices contained in the original materials, (b) you provide attribution to EarthWalker, (c) the material is printed in its entirety without modification, reformatting or adaptation of any kind, and (d) any copies are subject to these Terms and remain the property of EarthWalker. You understand and agree that you may not authorize any materials to be reproduced, modified, displayed, published, transferred, distributed or otherwise used by any third party for any purpose, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction or other use of such materials. You agree to advise EarthWalker promptly of any such unauthorized use of which you are aware. Failure to abide by these conditions will immediately terminate this permission and may result in the infringement of the copyright, trademark and/or other proprietary rights of EarthWalker or others. Some features on the Website and/or other Services may be subject to additional fees and charges at EarthWalker's sole discretion.
If you access the Website or other Services through a mobile network, your network or roaming provider's messaging, data and other rates and fees will apply. Your network or roaming provider may prohibit or restrict the installation and/or use of all or a portion of the Website or other Services, and the Website or other Services may not work with your network provider and/or device.
You do not have to register with EarthWalker to simply visit and view the Website, but in order to access and use certain features of the Website, you may be required to create a password-protected account. Please note that, even if you do not create an Account, you are still subject to all of these Terms.
In order to use the Website or other Services, or create an account, you must be at least 18 years of age and be able to form legally binding contracts under applicable law. If you use the Website or other Services or create an account on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of this Agreement will be deemed an acceptance by that business and "you" and "your" herein shall refer to that business.
It is a condition of your use of the Website or other Services that you do not:
Take any actions that are contrary or harmful to EarthWalker's (or its affiliates', agents' or partners') public image, goodwill, reputation, interests or property;
Harvest or collect information about other users or third parties via the Website or other Services or use any such information for the purposes of transmitting or facilitating transmissions of unauthorized or unsolicited advertising, junk or bulk email, chain letters or other forms of unauthorized solicitation;
Infringe on EarthWalker's or any third party's copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy;
Interfere with any other user from using the Website or other Services, including, without limitation, by means of "hacking" or defacing any portion of the Website or other Services;
Attempt to gain unauthorized access to other computer systems or networks connected to the Website or other Services;
Use the Website or other Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including that which is deemed threatening or obscene, or engage in any kind of illegal activity;
Modify, adapt, sublicense, translate, sell, monetize, reverse engineer, decompile, or disassemble any portion of the Website or other Services;
Sublicense, sell, rent, lease, transfer, assign or convey any rights under these Terms to any third party, or otherwise commercially exploit or profit from any content or materials on the Website or other Services, or any portion thereof, in any manner whatsoever, except as expressly permitted herein;
"Frame" or "mirror" any part of the Website or other Services without our prior written authorization;
Distribute any virus, worm, or other similar or deleterious files, scripts or programming routines;
Interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of EarthWalker or its licensors or suppliers;
Use any robot, spider, scraper, site search/retrieval application, or other manual or automatic device or process to retrieve, scrape, crawl, download, index or "data mine" the Website or other Services or in any way reproduce or circumvent the navigational structure or presentation of the Website or other Services or their contents, authentication and security measures; or
Execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Website's servers or any data not intended for you.
Additionally, you agree that you will not use the Website or other Services to upload, post or otherwise distribute or facilitate distribution of any material that:
Is libelous, defamatory, slanderous, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory or illegal;
Is sexually suggestive or contains explicit sexual content (including nudity);
Does or may denigrate or offend any individual or group on the basis of age, gender, disability, ethnicity, sexual orientation, race or religion; or to incite or encourage anyone else to do so;
Does or may threaten, abuse, harass or invade the privacy of any third party;
Is fraudulent or infringes the rights of any third party, including, without limitation, patent, trademark, trade secret, copyright, right of publicity or other proprietary rights;
Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
Contains a software virus or any other computer code that is designed or intended to disrupt, damage or limit the functioning of any software, hardware or telecommunications equipment, or to damage or obtain unauthorized access to any data or other information of any third party;
Encourages conduct that would constitute a criminal offense or give rise to civil liability;
Impersonates any person or entity, including any employee or representative of EarthWalker;
Violates any applicable law or these Terms.
Improper use of the Website or other Services may result in termination of your access to and use of the Website or other Services and/or civil or criminal liabilities.
If you purchase EarthWalker Services on or through the Website, you agree to pay EarthWalker at the time of your order. All fees are due immediately and are non-refundable. EarthWalker expressly reserves the right to modify pricing for any Services offered on or through the Website by posting such modified pricing on the Website and/or through email notification, if applicable.
By registering for and/or purchasing any Services, you hereby agree that you shall not be entitled to any refunds or returns of any purchase. All sales are final.
If you send, transmit, or communicate any comments, questions, suggestions, information or materials to EarthWalker, whether by letter, email, telephone, online contact form or otherwise (collectively, the "Suggestions"), recommending changes or improvements to the Website and/or other Services, including, without limitation, new designs, features, functionality, products and/or services, all the Suggestions are, and will be treated as, non-confidential and non-proprietary. You hereby assign to EarthWalker all right, title and interest in and to: (a) the Suggestions, and EarthWalker is free to use any Suggestions, without any attribution or compensation to you or any third party, and (b) any ideas, know-how, concepts, techniques or other intellectual property and proprietary rights contained in the Suggestions, whether or not patentable or fixed in a tangible medium, for any purpose whatsoever, including but not limited to, duplicating, developing, manufacturing, having manufactured, licensing, marketing, distributing, preparing derivative works and selling, directly or indirectly, products and services using the Suggestions. You understand and agree that EarthWalker is not obligated to use any Suggestions, and you have no right to compel such use and no right to compensation for any such use.
EarthWalker owns all right, title and interest in and to the Website and other Services, and all materials contained in the Website or other Services, including, without limitation, all content, website design, logos, button icons, images, digital downloads, data compilations, text and graphics, are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. The Website and other Services may be used solely (a) to the extent permitted in these Terms or (b) as expressly authorized in writing by EarthWalker or, if so indicated in writing by EarthWalker, its licensors or suppliers. Any unauthorized use of such materials is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Website or other Services.
EarthWalker respects the intellectual property of others, and we ask our users to do the same. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. EarthWalker, pursuant to the DMCA, reserves the right, but not the obligation, to terminate your license to use the Website or other Services if we determine in our sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. Therefore, in compliance with the DMCA, if you believe that any such third-party materials infringe your intellectual property rights, please send a notice to the agent identified below to request a review of the alleged infringement. Such notice must comply with the then-current statutory requirements imposed by the DMCA and the regulations promulgated thereunder; see www.copyright.gov for details. Any notices not complying with these requirements will be returned unprocessed. Notices or counter-notices under the DMCA with respect to the Website or other Services should be sent to: EarthWalker, Attn: DMCA Complaints, c/o Encore Law Group PC, 1100 Wilshire Blvd., Suite 3305, Los Angeles, CA 90017. EarthWalker suggests that you consult your legal advisor before filing a notice or counter-notice. Also, please be aware that there can be penalties for false claims under the DMCA.
While EarthWalker uses reasonable efforts to include up-to-date information on the Website and other Services, EarthWalker makes not warranties or representations as to their accuracy, timeliness, reliability, completeness or otherwise.
YOU AGREE THAT YOUR USE OF THE WEBSITE AND OTHER SERVICES SHALL BE AT YOUR OWN RISK. EarthWalker PROVIDES THE WEBSITE AND OTHER SERVICES ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE FULL EXTENT PERMITTED BY LAW, EarthWalker AND ITS AFFILIATES, AGENTS, REPRESENTATIVES, SUPPLIERS, LICENSORS AND DISTRIBUTORS (COLLECTIVELY, THE EarthWalker PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE EarthWalker PARTIES DO NOT WARRANT THAT THE WEBSITE OR OTHER SERVICES WILL (1) BE UNINTERRUPTED; (2) BE FREE FROM ERRORS, MISTAKES, INACCURACIES, VIRUSES OR OTHER HARMFUL COMPONENTS; (3) BE SAFE FROM ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL, FINANCIAL OR OTHER INFORMATION STORED THEREIN; OR (4) OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE.
IF, NOTWITHSTANDING THE FOREGOING, LIABILITY CAN BE IMPOSED ON US, THEN IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE EarthWalker PARTIES AND THEIR RESPECTIVE ASSOCIATES TO YOU FOR ANY AND ALL LOSSES, DAMAGES OR INJURIES ARISING OUT OF OR RELATING TO THE WEBSITE OR OTHER SERVICES OR THESE TERMS EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE PROVIDED FOR HEREIN.
EarthWalker makes no representation that the Website or other Services operate (or are legally permitted to operate) in all geographic areas or that the Website or other Services are appropriate or available for use in all locations. Accessing the Website or other Services from territories where the Website or other Services, or any portion thereof, is illegal is expressly prohibited. If you choose to access the Website or other Services, you agree and acknowledge that you do so upon your own initiative and at your own risk and that you are solely responsible for compliance with all applicable laws.
You agree that EarthWalker may provide you with notices, including those regarding changes to these Terms, by email, regular or expedited mail, text communication, Website postings or other means of communication.