MediaWheel Terms of Use
1. General and Acceptance
BY USING AND/OR VISITING THIS WEBSITE AND/OR USING THE MEDIAWHEEL WIDGET(collectively, including all Content available through the MediaWheel.com website or via the MediaWheel widget, the "Services"), and by USING ANY OF THE OTHER SERVICES PROVIDED ON OR THROUGH THE WEBSITE (as defined bellow) YOU SIGNIFY YOUR ASSENT TO BOTH THESE TERMS AND CONDITIONS (the "Terms of Use" or "Agreement") AND THE TERMS AND CONDITIONS OF MEDIAWHEEL, LLC'S PRIVACY POLICY, WHICH ARE PUBLISHED VIA A LINK ON http://www.MediaWheel.com, AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, then please do not use the MediaWheel.com Website or the MediaWheel widget.
The use of the term MediaWheel.com herein includes MediaWheel.com Inc., the corresponding widget and MediaWheel, LLC.
This Terms of Use Agreement sets forth the legally binding terms for your use of the MediaWheel's Services and they shall apply to all users of the MediaWheel.com Website, including users who are also contributors of content information, and other materials or services on the Website. By using the Services, you agree to be bound by this Agreement. You are only authorized to use the Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT. IF YOU DO NOT AGREE WITH IT, YOU SHOULD LEAVE THE MEDIAWHEEL.COM WEBSITE AND DISCONTINUE USE OF THE SERVICES IMMEDIATELY. IF YOU WISH TO BECOME A MEMBER AND MAKE USE OF THE SERVICES, YOU MUST READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE DURING THE MEMBERSHIP PROCESS.
In order to participate in certain Services, you may be notified that you are required to agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement as an integral part hereof.
MediaWheel, LLC may modify this Agreement from time to time and such modification shall be effective upon posting by MediaWheel, LLC on the MediaWheel.com Website. You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted. It is therefore important that you review this Agreement regularly upon each use of the Services to ensure you are updated as to any changes.
2. Eligibility
Use of and Membership for the Services is void where prohibited. By using the Services, you represent and warrant that (a) all Membership information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe, in our sole discretion, that you are less than 13 years of age.
3. Provided Services
Subject to full compliance with the Terms of this Use Agreement, MediaWheel, LLC shall provide certain services, as described more fully on the MediaWheel.com website ("Services"). Services may include, but not be limited to, storage, management, sharing and linking of media files and applications (including, but not limited to videos, widgets, graphics, photographs, images, illustrations, animations, software, audio and video, also collectively known as the "Content"). Please note that part of the Services may be provided only to Users who subscribe for such Services and MediaWheel, LLC may charge fees for Services. The Services are provided by MediaWheel, LLC AS IS and MediaWheel, LLC assumes no responsibility for any failure in providing the Services to the Users.
MediaWheel, LLC may change, suspend or discontinue any or all of the Services or any Content for any reason, at any time, including the availability of any feature or part of the Content at its sole discretion. MediaWheel, LLC may also impose limits on all or any of the Services or restrict your access to parts or all of the Services without notice or liability. MediaWheel, LLC may charge fees for the use of the Services or part of them and may include advertisements or other commercial content in any MediaWheel, LLC product or image or webpage including such which have been created by users unless stated otherwise.
4. General Undertakings
You accept sole responsibility for all of your activities using the MediaWheel.com Website, including your conduct on the site and any and all content you may submit, post or share via MediaWheel.com or the Services. You will not use the Services for any unauthorized or illegal purpose. You will be responsible for ensuring that you do not violate any laws of your jurisdiction, including but not limited to copyright laws. You will not upload or transmit viruses, worms or any other destructive code.
5. MediaWheel.com Website
The MediaWheel.com Website may contain third party content and links to third party websites that are not owned or controlled by MediaWheel, LLC. MediaWheel, LLC has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party content or websites or any of their contents. In addition, MediaWheel, LLC will not and cannot censor or edit the content of any third-party site. By using the MediaWheel.com Website, you expressly relieve MediaWheel, LLC from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the MediaWheel.com Website and to read the terms and conditions and privacy policy of each other website that you visit.
6. Website Access
A. MediaWheel, LLC hereby grants you permission to use the Website as set forth in this Terms of Use, provided that: (i) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose and/or in a manner allowed by MediaWheel, LLC; and (ii) you will otherwise comply with the terms and conditions of these Terms of Service.
B. In order to access some features of the Website, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You accept sole responsibility for keeping your password secure. You must notify MediaWheel, LLC immediately of any breach of security or unauthorized use of your account. Although MediaWheel, LLC will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of MediaWheel, LLC or others due to such unauthorized use.
7. Linked Content
MediaWheel, LLC enables you to link to images, applications, animations, videos, audio, and other content hosted on third party websites (the "Linked Content"). As a registered user, your creation is saved by MediaWheel, LLC, but this is separate from the Linked Content, and the existence of your creation in MediaWheel, LLC does not affect in any manner the ability to view or use Linked Content. If the Linked Content is no longer available or accessible to a user, then those portions of your creation that reference the Linked Content will not work.
8. Online Sharing through Third Party Services
MediaWheel, LLC enables you to share your creations and/or User Submissions (as defined bellow) through third party websites or email systems. When sharing your creations through third party services you shall continue to comply with all provisions of this Agreement. You are also to comply with the terms of any the services through which you are sharing your creation.
9. Fees and Payment
Some of the Services offered on the MediaWheel.com Website may require the payment of fees ("Charged Services"). If you elect to sign up for Charged Services, you shall pay all applicable fees, as described on the Website in connection with such Charged Services selected by you. MediaWheel, LLC reserves the right to change its prices and at any time. You authorize MediaWheel, LLC directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information as provided while signing up for such Services.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might be applicable to your use of the Services and payments made by you to MediaWheel, LLC.
All fees related to using Charged Services are charged automatically using the payment method as determined in the Website. If MediaWheel, LLC does not receive a request for Charged Services termination in writing to info@mediawheel.com, you acknowledge and understand that MediaWheel, LLC will continue to charge you for the Charged Services as long as your account remains active regardless if the Charged Services are used or not.
If, at any time, you contact your bank or credit card company and decline or otherwise reject the charge of any payable fees, this act will be considered a breach of your obligation hereunder and your use of the Charged Services will be automatically terminated. Your use of the Charged Services will not resume until you re-subscribe for any such Charged Services.
10. Intellectual Property Rights
The Content on the MediaWheel.com Website (as defined above), except all User Submissions (as defined below), is subject to copyright and other intellectual property rights under local and international laws conventions. To the best of its knowledge, MediaWheel, LLC uses only Content which is allowed and permitted for use by the owner/s of the copyrights and other intellectual property rights therein. Content on the Website is provided to you AS IS only and it may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners (if such consent is required) (outside of a MediaWheel, LLC document). MediaWheel, LLC reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. You agree not to circumvent, disable or otherwise interfere with security related features of the MediaWheel.com Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the MediaWheel.com Website or any of the Content therein.
11. User Submissions
A. The MediaWheel.com Website may now or in the future permit the submission of Content submitted by you and other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, MediaWheel, LLC does not guarantee any protection with respect to any submissions.
YOU UNDERSTAND THAT ALL USER SUBMISSIONS ARE THE SOLE RESPONSIBILITY OF THE USER UPLOADING SUCH CONTENT. YOU, AND NOT MEDIAWHEEL.COM, ARE ENTIRELY RESPONSIBLE FOR ALL CONTENT THAT YOU UPLOAD, POST, TRANSMIT OR OTHERWISE MAKE AVAILABLE VIA THE SERVICE. MEDIAWHEEL.COM DOES NOT CONTROL THE CONTENT POSTED VIA THE SERVICE AND, AS SUCH, DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF SUCH CONTENT OR THAT IT'S UPLOADING DOES NOT INFRINGE ANY THIRD PARTY RIGHTS.
WHILE MEDIAWHEEL.COM IS NOT RESPONSIBLE FOR AND DOES NOT REVIEW THE USER SUBMISSIONS, MEDIAWHEEL.COM RESERVES THE RIGHT TO DELETE ANY SUCH USER SUBMISSIONS THAT MEDIAWHEEL.COM DEEMS, IN ITS SOLE DISCRETION RACIST, HURTING, ILEGAL, OR UNACCEPTABLE FOR ANY REASON AND WITH NO NEED TO PROVIDE EXPLANATIONS.
MediaWheel, LLC does not claim any intellectual property rights over the User Submissions and any such Submissions shall be considered as granted the rights under the user selection for the copyrights in the appropriate selection in the MediaWheel.com website. With respect to Submission you submit or make available for inclusion on publicly accessible areas of the MediaWheel.com Website, the Submission shall be deemed and considered as license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Submissions on such publicly accessible areas of the MediaWheel.com Website and Service and might also be accessible from other websites. With respect to Submissions you submit or make available for editing by other users of the MediaWheel.com Website, the Submission shall be deemed and considered as license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Submissions on such publicly accessible areas of the MediaWheel.com Website and the Services and might also be accessible from other websites.
B. IN CONNECTION WITH USER SUBMISSIONS, YOU FURTHER AGREE THAT YOU WILL NOT: (I) SUBMIT MATERIAL THAT IS COPYRIGHTED OR OTHERWISE SUBJECT TO THIRD PARTY PROPRIETARY RIGHTS, INCLUDING PRIVACY AND PUBLICITY RIGHTS, UNLESS YOU ARE THE OWNER OF SUCH RIGHTS OR HAVE PERMISSION FROM THEIR RIGHTFUL OWNER TO POST THE MATERIAL AND TO GRANT MEDIAWHEEL.COM AND/OR ANY OF ITS USERS ALL OF THE LICENSE RIGHTS GRANTED HEREIN; (II) PUBLISH FALSEHOODS OR MISREPRESENTATIONS THAT COULD DAMAGE MEDIAWHEEL.COM OR ANY THIRD PARTY; (III) SUBMIT MATERIAL THAT IS UNLAWFUL, OBSCENE, DEFAMATORY, LIBELOUS, THREATENING, PORNOGRAPHIC, HARASSING, HATEFUL, RACIALLY OR ETHNICALLY OFFENSIVE, OR ENCOURAGES CONDUCT THAT WOULD BE CONSIDERED A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY, VIOLATE ANY LAW, ANCHORAGES USE OF DRUGS OR ALCOHOL, OR IS OTHERWISE INAPPROPRIATE; (IV) POST ADVERTISEMENTS OR SOLICITATIONS OF BUSINESS: (V) IMPERSONATE ANOTHER PERSON.
If you become aware of misuse of the Services by any person, please contact MediaWheel, LLC or info@mediawheel.com.
MediaWheel, LLC does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and MediaWheel, LLC expressly disclaims any and all liability in connection with User Submissions.
MEDIAWHEEL.COM DOES NOT PERMIT COPYRIGHT INFRINGING ACTIVITIES AND INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS ON ITS WEBSITE, AND MEDIAWHEEL, LLC WILL REMOVE ALL CONTENT AND USER SUBMISSIONS IF PROPERLY NOTIFIED THAT SUCH CONTENT OR USER SUBMISSION INFRINGES ON ANOTHER'S INTELLECTUAL PROPERTY RIGHTS. MediaWheel, LLC respects the intellectual property rights of others, and it is our policy to respond to claims of alleged infringement that complies with the Digital Millennium Copyright Act (the "DMCA"). If you believe that your work has been copied in a way that infringes your copyrights, please email us at info@mediawheel.com and provide all relevant details, including the exact location of the material claimed to be infringing your rights, reasonable evidence of such pleaded rights, and any other information as may be required.
The MediaWheel, LLC Copyright Infringement Agent nominated according to the provisions of the DMCA is Robert J. Frohwein, Esq., Smith Frohwein Tempel Greenlee Blaha, LLC.
Repeat Infringer: MediaWheel, LLC reserves the right to remove Content and User Submissions without prior notice. MediaWheel, LLC will also terminate a User's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than once and/or has had a User Submission removed from the Website more than once. MediaWheel, LLC also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law. MediaWheel, LLC may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Use at any time, without prior notice and at its sole discretion.
MediaWheel, LLC makes no representation that it can protect its users from exposure to offensive material. MediaWheel, LLC will not be liable for the content of any User Submission and expressly disclaims all liability relating thereto.
If you post content hosted on MediaWheel, LLC to any other site, you must provide a link from the image back to MediaWheel.com to the extent permitted by such other site.
C. You understand that when using the MediaWheel.com Website, you will be exposed to User Submissions from a variety of sources, and that MediaWheel, LLC is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against MediaWheel, LLC with respect thereto (if any), and agree to indemnify and hold MediaWheel, LLC, its Owners/Operators, affiliates, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
12. Warranty Disclaimer & Limitation of Liability
YOU AGREE THAT YOUR USE OF THE MEDIAWHEEL.COM WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, MEDIAWHEEL.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. MEDIAWHEEL.COM MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE.
IN NO EVENT SHALL MEDIAWHEEL.COM, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MEDIAWHEEL.COM WEBSITE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT MEDIAWHEEL, LLC SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
MEDIAWHEEL.COM DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MEDIAWHEEL.COM WEBSITE OR THE WIDGET OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MEDIAWHEEL, LLC WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND 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.
MEDIAWHEEL, LLC DOES NOT RECOMMEND THE USE OF THE SITE FOR HOSTING OF PERSONAL CONTENT AND SHALL NOT BEAR ANY SECURITY RISKS REGARDING BREACH OR DAMAGE TO ANY USER CONTENT.
MEDIAWHEEL, LLC MAKES NO REPRESENTATIONS THAT THE MEDIAWHEEL.COM WEBSITE OR WIDGET IS APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS. THOSE WHO ACCESS OR USE THE MEDIAWHEEL.COM WEBSITE OR WIDGET FROM JURISDICTIONS PROHIBITING SUCH USE, DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
13. Indemnity
You agree to defend, indemnify and hold harmless MediaWheel, LLC, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the MediaWheel.com Website; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the MediaWheel.com Website.
14. Events Beyond Control.
Under no circumstances shall MediaWheel, LLC be held liable for any delay or failure in this Website and/or any of the Services and/or information on the Website directly or indirectly resulting from, arising out of, relating to or in connection with events beyond the reasonable control of MediaWheel, LLC, including, without limitation, Internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties. The provisions of this paragraph are in addition to, and not intended to limit or modify, the limitation of Limitation of Liability section as stipulated above.
15. Assignment
These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MediaWheel, LLC without restriction or limitations.
16. General
You agree that: (i) the MediaWheel.com Website shall be deemed solely based in Georgia, USA; and (ii) the MediaWheel.com Website shall be deemed a passive website that does not give rise to personal jurisdiction over MediaWheel, LLC, either specific or general, in jurisdictions other than Georgia. These Terms of Service shall be governed by the internal substantive laws of the State of Georgia, without respect to its conflict of laws principles. Any claim or dispute between you and MediaWheel, LLC that arises in whole or in part from the MediaWheel.com Website or the Services shall be decided exclusively by a court of competent jurisdiction located in Atlanta, Georgia. These Terms of Service, together with the privacy and any other legal notices published by MediaWheel, LLC on the Website, shall constitute the entire agreement between you and MediaWheel, LLC concerning the MediaWheel.com Website. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and MediaWheel, LLC's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. YOU AND MEDIAWHEEL, LLC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE MEDIAWHEEL.COM WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
17. BETA Test Warning
Please note that the Website is currently in its BETA version and undergoing BETA testing. You understand and agree that the Services may still contain software bugs, suffer disruptions and not operate as intended or designated. Your use of the Services at this stage signifies your understanding of and agreement to participate in the Service BETA testing.
