This Agreement sets forth the terms and conditions that govern your access and use of the individual web sites and related Internet media properties owned or operated by Calyxto, LLC (hereinafter “us”, “our”, “we” or “Calyxto”) and each of its affiliates and subsidiaries, (collectively the “Site”).
By accessing or using the Site, and whether you access the Site directly or through a third party website or via one or more of our services, you agree to be bound by the terms and conditions set forth below. If you do not wish to be bound by these terms and conditions, you may not access or use the Site and should immediately cease such use.
Calyxto may modify this agreement at any time, and such modifications shall be effective immediately upon posting on the Site. You agree to review this Agreement periodically to be aware of such modifications and your continued use of the Site shall be deemed your acceptance of the modified agreement.
The following is a highlighted summary version of this Agreement for your easy reference. The full details of this Agreement are provided herein and we encourage you to read them.
- You agree to be bound by this Agreement when you access or use the Site. If you want to terminate this Agreement, you must stop accessing and using the Site.
- You must be 13 years of age or older to visit or use the Site, and if under the age of majority as defined in your jurisdiction, you must use the Site under the supervision of a parent or legal guardian.
- Please don’t access or use the Site to do anything that may be considered illegal or infringing someone else’s rights.
- We own the content, we own the Site, and all the intellectual property incorporated into it.
- Your User Content is yours, but unless you tell us otherwise, you are letting us use it too.
- You promise to indemnify us for harm arising out of your use of the Site or violation of this Agreement
- We are not responsible for third-party sites, materials or services that you may access from our Site.
- New York City, New York State is the exclusive law and place you can bring a lawsuit against us.
- We may seek injunctive relief in any court with jurisdiction, and you agree to submit to such court’s jurisdiction for such purpose.
- You have one year to bring a lawsuit against Calyxto, thereafter, such claim will be barred.
1. Intellectual Property
Domestic and International copyright and trademark laws protect the Site and its contents. The owners of the intellectual property, copyrights and trademarks are Calyxto, its affiliates and subsidiaries or other third party licensors. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any manner the material on the Site, including text, graphics, code and/or software.
Any names of Calyxto or its Sites, blogs, seminars, conferences, events, trade shows, publications, products, content or services referenced herein or on the Site are the exclusive trademarks or service marks of Calyxto or its licensors, including the “look and feel” of the Site, color combinations, layout, and all other graphical elements. Any use of Calyxto’s trademarks is strictly prohibited without the express permission from Calyxto. Other product and company names mentioned on the Site are the trademarks of their respective owners.
Subject to more specific terms on individual Calyxto Sites, you may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. Any material printed or downloaded by you from this Site, including, without limitation, any text, files, images, software, and data accompanying the foregoing is licensed to you by Calyxto on a non-exclusive, non-transferable, non-sublicenseable basis. Printing or downloading the material does not transfer title to the material, or any intellectual property rights therein, to you. You may not redistribute or sell the material.
Subject to more specific terms on individual Calyxto Sites, you may post and submit certain information and content to the Site (“User Content”). You agree to grant to Calyxto a non-exclusive, royalty-free, worldwide, sub-licensable, perpetual license, with the right to sub-license, to modify, adapt, transfer, sell, reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform User Content (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, comment areas and forums) or by e-mail to Calyxto by all means and in any media now known or hereafter developed. You also grant to Calyxto the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against Calyxto for any alleged or actual infringement or misappropriation of any proprietary right in your User Content, communications or likeness to Calyxto.
2. Copyright Agent – DMCA
Calyxto respects the intellectual property rights of others. Accordingly, Calyxto has a policy of removing User Content that violate copyright law, suspending access to the Site (or any portion thereof), or terminating in appropriate circumstances the account of any user who uses a Site in violation of copyright law.
If you are a U.S. copyright owner or an agent of a U.S. copyright owner and believe that any User Content or other content on the Site infringes upon your copyrights, Calyxto has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance Title 17 of the United States Code, Section 512, the Digital Millennium Copyright Act (“DMCA”). If you believe your copyright is being infringed by a user of the Site, please provide written notice to the following Calyxto agent for notice of claims of copyright infringement.
Attn: Copyright Agent
214 Bradhurst Avenue, #6, New York, NY 10039
Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) precisely identify the allegedly infringing material in a sufficiently precise manner to allow Calyxto to locate that material, including each URL you believe links to the allegedly infringing material; (d) contain adequate information by which Calyxto can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law (including, but not limited to, use under the fair use doctrine); (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
You acknowledge that if you fail to comply with all of the requirements for the written notice, your DMCA notice may not be valid.
3. Use of the Site
Products and services may be offered for sale via the Site. In order to process the order, you will be asked to supply certain information, such as your name, address, telephone number and credit card information. You agree to provide Calyxto or other authorized third party accurate, complete and current information, and to comply with the terms and conditions of any agreement that you may enter into governing your purchase. You will be responsible for all authorized charges incurred through your account, as well as all applicable taxes. All purchases must be made by individuals aged 18 years or older.
You understand that, except for information, products or services clearly identified as being supplied by Calyxto, Calyxto does not operate, control or endorse any information, products or services on the Internet in any way. Except for Calyxto-identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties that are not affiliated with Calyxto.
In connection with your use of the Site, you agree you will not:
a) Transmit any message, information, data, text, software or images, or other content (“Material”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, otherwise objectionable that may invade another’s right of privacy or publicity or is otherwise objectionable;
b) Impersonate any person or entity, including but not limited to, an Calyxto official, forum leader, guide or host or falsely state or otherwise misrepresent your affiliation with a person or entity;
c) Post or transmit any Material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
d) Post or transmit any Material that contains a virus or corrupted data;
e) Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
f) Use the Site’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
g) Post or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation or any non-resume information such as opinions or notices, commercial or otherwise;
h) Violate any applicable local, state, national or international law;
i) Upload or transmit any Material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
j) Delete or revise any Material posted by any other person or entity;
k) Manipulate or otherwise display the Site by using framing or similar navigational technology, or
l) Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Calyxto product or service if you are not expressly authorized by such party to do so.
m) provide access to the Site to unauthorized third parties;
n) publicly publish, copy (except for limited internal use), duplicate or replicate the Site;
o) scrape any data, content or intellectual property, or otherwise trespass or interfere with the Site; or
p) sublicense, distribute or transfer the Site or underlying data except as otherwise expressly permitted herein.
Calyxto reserves the right to remove any item from the Site which it determines, in its sole discretion, violates any terms.
Disclaimer of Warranties
You understand that Calyxto cannot and does not guarantee or warrant that the Site and materials available for downloading through the Site will be free of error, interruption, infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. Your use of the Site and any information or service obtained at the Site is at your own risk.
Calyxto may offer a search feature within the Site. Calyxto explicitly disclaims any responsibility for the content or availability of information contained in our search index or directory. Calyxto also disclaims any responsibility for the completeness or accuracy of any directory or search result.
You assume total responsibility and risk for using the Site and the Internet. Calyxto provides the Site and related “as is” and does not make any express or implied warranties, representations or endorsements (including without limitation, warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to the Site, any merchandise, information, service, or transaction provided through the Site or on the Internet generally, and Calyxto shall not be liable for any cost or damage arising either directly or indirectly from your use of the Site or any such merchandise, information, service or transaction. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Site or on the Internet generally.
You understand further that the Internet contains unedited materials, some of which are sexually explicit or may be offensive to you. You access such materials at your risk. Calyxto has no control over and accepts no responsibility for such materials.
If you are dissatisfied with any of the materials contained in the Site, or with any of these terms, your sole and exclusive remedy is to discontinue accessing and using the Site.
Limitation of Liability
We are not responsible or liable for (I) any content, including without limitation, any infringing, inaccurate, obscene, indecent, threatening, offensive, defamatory, tortious, or illegal content, whether it is provided by users or third parties, or (II) any third party conduct or third party content, transmissions or data.
To the extent permitted by law, in no event will Calyxto or its shareholders, directors, officers, employees, consultants, or agents be liable under any theory of liability (whether in contract, tort, statutory or otherwise) to you or any person for (I) any incidental, consequential or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information and the like) arising out of the use of or inability to use the Site, any merchandise, information, service or transactions provided on the Site or downloaded from the Site or any delay of such information or service even if Calyxto or its authorized representatives have been advised of the possibility of such damages, or (II) any claim attributable to errors, omissions or other inaccuracies in the Site, any merchandise, information, service, transaction and/or materials provided or downloaded through the Site. In no case shall the aggregate liability for Calyxto, and its shareholders, directors, officers, employees, consultants and agents to you or any other person for all claims arising from the Site or any service or product obtained through the Site exceed $100.
Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. To the extent that Calyxto may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Calyxto’s liability shall be the minimum permitted under such applicable law.
The exclusion and limitation of damages is independent of your exclusive remedy and survives in the event such remedy fails of its essential purpose or is otherwise deemed unenforceable.
You shall be solely responsible for obtaining and maintaining all hardware, equipment and services needed for access to and use of the Site and all charges related thereto.
5. Indemnification and Reservation of Rights
You agree to indemnify, defend and hold harmless Calyxto, its officers, directors, employees, agents, licensors, suppliers and any third-party information providers to the Site from and against all losses, expenses, damages and costs, including attorneys’ fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or your use and access of the Site.
6. Third Party Rights
The provisions of paragraphs 3 (Use of the Site), and 5 (Indemnification) are for the benefit of Calyxto and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
7. Term; Termination
Either party without notice may terminate this Agreement at any time for any reason. The provisions which by their nature are intended to continue beyond the termination of this Agreement, including, but not limited to, paragraphs 1 (Intellectual Property), 2 (Copyright Agent – DMCA), 3 (Use of the Site), 5 (Indemnification), 6 (Third Party Rights), 12 (Governing Law and Jurisdiction) and 13 (Miscellaneous) shall survive any termination of this Agreement for any reason. Calyxto reserves the right to terminate this Agreement without notice if, in Calyxto’s sole discretion, believes you engaged in any conduct in violation of the terms of this Agreement or any applicable law or regulation or is otherwise harmful to the interests of Calyxto, any other Site user, or any third party. Upon termination, you must immediately cease your access and use of the Site and destroy all materials obtained from the Site, copies, and related documentation. Calyxto reserves the right to remove, destroy, delete or otherwise disable access to your User Content. You agree that Calyxto shall not be liable to you or any third party for removing your User Content or suspending or terminating your access to the Site (or any portion thereof).
Calyxto reserves the right to modify or discontinue the Site with or without notice to you. You agree that Calyxto shall not be liable to you or any third party should Calyxto exercise its right to modify or discontinue the Site.
8. Special Terms for International Use
Recognizing the global nature of the Internet, you agree to comply with all local rules including, without limitation, rules about the Internet, data, e-mail, or privacy. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Software or other goods from the Site is subject to United States export controls. No software or other goods from the Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any other country to which the U.S. has embargoed goods (the relevant countries at this time, include, without limitation, Cuba, Iraq, Libya, North Korea, Iran, Syria); or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using any software or other goods from the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Calyxto is dedicated to building a great resource and experience for its users. In connection with this work, some of Calyxto employees, affiliates, partners, and agents may use the Site, including creating a profile, for business and advertising purposes. Sponsored posts and/or posts for which a user was compensated will be conspicuously disclosed near the post. Also, some merchants that offer products for sale that you see on the Site have “affiliate” programs, under which Calyxto sometimes receives a portion of sales referred from Calyxto to the merchant.
10. Dealings with Third Parties
The Site may provide, or third parties may provide, links to non-Calyxto Internet websites or resources as a convenience to you (“Third-Party Sites”). Because Calyxto has no control over such sites and resources, you acknowledge and agree that Calyxto is not responsible for the availability of such Third-Party Sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Providing access to Third-Party Sites are not endorsements by Calyxto of such Third-Party Sites. You further acknowledge and agree that Calyxto shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such Third Party Site or resource.
In addition, your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that Calyxto shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings
11. Web Site Security Rules
You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for you or logging into a server or account which you are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing” or “crashing”, or (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any TCP/IP packet header or any part of the header information in any e-mail, forum or newsgroup posting. Violations of system or network security may result in civil or criminal liability. Calyxto will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting those who are involved in such violations.
12. Governing Law and Jurisdiction
This Agreement shall all be exclusively governed and construed in accordance with the laws of the state of New York, United States applicable to agreements made and to be performed in the state of New York, United States. You agree that any legal action or proceeding between Calyxto and you for any purpose or the parties’ obligations under this Agreement shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the County of New York, State of New York, United States and you hereby expressly consent to the exclusive personal jurisdiction of these courts. Calyxto may seek injunctive relief in any court with jurisdiction over the parties, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. You understand that, in return for agreement to the preceding provision, Calyxto is able to offer the Site at the terms in this Agreement, and that your assent to this provision is an indispensable consideration to this Agreement. Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
This Agreement contains the entire understanding of the parties hereto relating to the use of this Site and supersedes any prior written or oral agreement or understandings between the parties with respect to this Site. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, you nevertheless agree that the court should endeavor to give effect to the intentions of Calyxto and you as reflected in the provision. Further, the invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. Calyxto’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. The rights and remedies of Calyxto under this Agreement and any other applicable agreement between you and Calyxto shall be cumulative, and the exercise of any such right or remedy shall not limit Calyxto’s right to exercise any other right or remedy. Calyxto may assign its rights and duties under this Agreement to any party at any time without notice to you.
Any rights not expressly granted herein are reserved for Calyxto.
214 Bradhurst Avenue, #6
New York, NY 10039
Copyright 2014 Calyxto Inc.