Terms of Use
General Description
FileSociety™ (“FS”) is a hosted web application that allows users to store, manage
and transfer electronic files with other registered users. FS uses proprietary and/or
third party technology to enable faster file transfer vs. FTP and other slower transfer
methods. In order to realize FS benefits, users may be required to install web browser
plug-ins and/or configure firewalls, network, software or hardware settings.
Read Carefully
READ THIS AGREEMENT CAREFULLY. INDUSTRIAL COLOR IS WILLING TO PROVIDE FS SERVICE
ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE FOLLOWING TERMS. BY REGISTERING,
ORDERING, USING, ACCESSING, TRANSFERING DATA OR PURCHASING SERVICES WITH FS AND/OR
BY USING FS, YOU ARE AGREEING TO THE FOLLOWING TERMS, WHICH IS AN AGREEMENT BINDING
ON YOU (THE "AGREEMENT"). YOU MAY NOT USE THE SERVICES IF YOU DO NOT AGREE TO BE
BOUND BY THESE TERMS.
IMPORTANT NOTICE
BE ADVISED THAT FILESOCIETY DOES NOT BACKUP CUSTOMER DATA OR GUARANTEE THE AVAILABILITY
OF CUSTOMER DATA. CUSTOMERS ARE STRONGLY ADVISED TO MAINTAIN INDEPENDANT COPIES
OF STORAGE DATA AND NOT TO DELETE ORIGINAL FILES THAT CUSTOMER UPLOADS OR DOWNLADS
FROM FILESOCIETY AS THE STORAGE DATA MAY NOT BE AVAILABLE.
Modification of Terms
Industrial Color, Inc. reserves the right to change the terms and conditions of
this Agreement or its policies relating to the Service at any time and shall notify
you by posting an updated version of this Agreement on the Service and/or by sending
you an email message. You are responsible for regularly reviewing this Agreement.
Continued use of the Service after any such changes shall constitute your consent
to such changes.
Definitions
As used in this Agreement, certain terms used herein shall have the following meanings:
- a. The Service(s): FileSociety is a service owned and managed by Industrial Color
Inc. The service may include, but is not limited to the storage, transmission, transfer,
archive, access, delivery, duplication, organization and retrieval of Storage Data.
- b. Industrial Color, Inc.: Industrial Color Inc., a/k/a Industrial Color and its
employees, officers, successors, assignees, agents, distributors, dealers and licensees.
- c. Storage Data, Content: The electronic data including, but not limited to, files,
sound recordings, audiovisual works, musical works, artwork, phonorecords, photographs,
images, videos, documents, software, and other graphical or textual material embodying
Your works and any descriptions, titles, captions and other identifying characteristics
You or others attribute thereto, stored on The Services by you or at your request.
- d. User: You, Your, Yours, User, Customer: Any individual, group or entity ordering,
using or accessing The Services. The person who is over the age of 18, and the minor(s),
individual(s), group(s), entity(ies) or other association(s), individually and as
a whole, and their agents, successors and assignees, on whose behalf that person
has entered this Agreement with Industrial Color, Inc. and/or for whom Industrial
Color, Inc. has established an account or relationship for the purpose of providing
The Services.
- f: User Types: FileSociety acknowledges the following user types; Account Owner,
Account Admin and Account User. An Account Owner is the primary account contact
for administrative and billing purposes. An Account Admin has full privileges and
can create Account Users. Account Admins bear full responsibility for orders, payments
or charges. Account Users are created by Account Owners or Account Admins and are
given access privileges to use FileSociety services, however Account Users are not
directly billed or charged for usage. Such usage is billed or charged to Account
Admins and/or Account Owners.
Methods
Industrial Color Inc. employs commercially available, third party equipment, media,
software, infrastructure and methods to provide The Services and uses best efforts
to employ best practices in providing The Services. The Services are related in
part to the performance of the aforementioned third party items that are out of
the control of Industrial Color Inc. and therefore, Industrial Color, Inc. does
not guarantee or warrantee the The Services in any way. Several methods may be used
to acquire, transfer and deliver Customer Storage Data, including providing electronic
media, electronic file transmission, and accepting Customer provided media and/or
transmission. At no time does Industrial Color, Inc. assume any responsibility or
the integrity of said Storage Data. Customer Storage Data may be contained in storage
media, libraries and media sets that include other Customers Storage Data.
Your Identity
You agree to provide Industrial Color Inc. with accurate, timely information about
Yourself and/or the minor over the age of 13 on whose behalf You are entering this
Agreement, and update Your contact data such that it remains current. You will not
provide Industrial Color Inc. with false information about Your identity, impersonate
another person or entity, or otherwise misrepresent Your identity or affiliation
to Industrial Color Inc. Industrial Color Inc. will use that information only in
a manner consistent with that disclosed in Industrial Color Inc.'s Privacy Policy.
Your failure to comply with this provision automatically nullifies any obligation
Industrial Color Inc. may have to contact You or provide You with any notice required
by this Agreement.
Usage & Monitoring
YOU AGREE THAT INDUSTRIAL COLOR, INC. RESERVES THE RIGHT IN ITS COMPLETE DISCRETION
TO ESTABLISH GENERAL OPERATING PRACTICES TO MAXIMIZE THE OPERATION AND AVAILABILITY
OF THE SERVICE FOR THE GREATEST BENEFIT OF ITS USERS. AS PART OF THESE PRACTICES,
INDUSTRIAL COLOR, INC. RESERVES THE RIGHT TO MONITOR GENERAL SYSTEM USAGE AND PERFORMANCE
TO IDENTIFY EXCESSIVE CONSUMPTION OF NETWORK RESOURCES. IN THE EVENT YOU ARE DEEMED
TO HAVE VIOLATED THIS POLICY, AN INDUSTRIAL COLOR, INC. REPRESENTATIVE MAY ATTEMPT
TO CONTACT YOU TO REACH AGREEMENT ON A REVISED PRICING PLAN WHICH WILL PERMIT YOU
TO CONTINUE TO USE THE PAID SUBSCRIPTION INDUSTRIAL COLOR, INC. SERVICE. PLEASE
NOTE, INCIDENTS OF VIOLATION OF THIS POLICY HAVE BEEN INFREQUENT AMONG INDUSTRIAL
COLOR, INC. USERS; HOWEVER, INDUSTRIAL COLOR, INC. RESERVES THE RIGHT TO TERMINATE
OR SUSPEND YOUR ACCOUNT WITHOUT PRIOR NOTICE IN THE EVENT OF A POLICY VIOLATION.
Industrial Color, Inc. has no obligation to monitor the Service and/or Content or
any user's use thereof or retain the content of any user session. However, Industrial
Color, Inc. reserves the right at all times to monitor, review, retain and/or disclose
any information as necessary to satisfy any applicable law, regulation, legal process
or governmental request. We may take any legal and technical remedies to prevent
the violation of this provision and to enforce this Agreement, including without
limitation, immediate termination of your account or access to FileSociety if we
believe in our discretion you are violating this Agreement. We are not liable for
Content that is provided by others. We have no duty to pre-screen such Content.
We reserve the right to remove Content for any reason, but we are not responsible
for any failure or delay in removing such material.
User Responsibilities
You are solely responsible for any and all activities that occur under your account
and ensuring that you exit or log-off from your account at the end of each session
of use. You shall notify Industrial Color, Inc. immediately of any unauthorized
use of your password or account or any other breach of security that is known or
suspected by you. You shall also use your best efforts to stop immediately any unauthorized
copying or distribution of Content that is known or suspected by you. Industrial
Color, Inc. shall not be responsible for any unauthorized access to, or alteration
of, your transmissions or data, any material, information or data sent or received,
regardless of whether the data is actually received by Industrial Color, Inc., or
any transactions entered into through the Service or failure to abide by this Agreement.
User Conduct
FileSociety is for your personal use only. You are responsible for all activities
under your account, including all legal liability incurred from the use or access
of your account by you and others. You are solely responsible for the Content you
store, make available or retrieve from your account and from all public folders.
You are responsible for keeping your password confidential. You agree to abide by
all applicable local, state, national and foreign laws, treatises and regulations
in connection with the Service. In addition, without limitation, you agree not to
use the Service to: (a) use information from the Service in connection with sending
unsolicited or unauthorized advertising, promotional materials, junk mail, spam,
chain letters, pyramid schemes, or any other form of duplicative or unsolicited
messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble
unauthorized information or data regarding other users, including e-mail addresses;
(c) transmit through or post on the Service unlawful, harassing, libelous, abusive,
harassing, tortious, defamatory, threatening, harmful, abusive, libelous, invasive
of another's privacy, vulgar, obscene or otherwise objectionable material of any
kind or nature or which is harmful to minors in any way; (d) transmit any material
that may infringe the intellectual property rights or other rights of third parties,
including trademark, copyright or right of publicity; (e) transmit any material
that contains software viruses or other harmful or deleterious computer code, files
or programs including but not limited to Trojan horses, worms, time bombs, cancelbots;
(f) interfere with or disrupt servers or networks connected to the Service or violate
the regulations, policies or procedures of such networks; (g) attempt to gain unauthorized
access to the Service, other accounts, computer systems or networks connected to
the Service, through password mining or any other means; (h) encourages conduct
that would constitute a criminal offense, or that gives rise to civil liability;
advertises, sells or distributes prohibited items, including lotteries, betting
or wagering activities, ammunition, firearms, fireworks, tobacco, alcohol, adult
products/services and explosive materials; (i) impersonates any person, business
or entity, including our company and our employees and agents; (j) contains viruses
or any other computer code, files or programs that interrupt, destroy or limit the
functionality of any computer software or hardware or telecommunications equipment,
or otherwise permit the unauthorized use of a computer or computer network; (k)
use FileSociety in any way that may damage, disable, overburden, or impair our servers
or networks; (l) use FileSociety or communication tools provided by us to transmit,
directly or indirectly, any unsolicited bulk communications (including e-mails and
instant messages) or harvest information about our users for the purpose of sending,
or to facilitate the sending, of unsolicited bulk communications, or harass or interfere
with another user's use and enjoyment of the Service. Unauthorized use of the Service,
or the resale of the Service, is expressly prohibited. You shall not copy, license,
sell, transfer, transmit, make available, distribute, publish, or assign this license
or the Content in any format to any third party. You are solely responsible for
the Content you post on FileSociety, including without limitation, the accuracy,
quality, integrity, legality, reliability, appropriateness and copyright of all
content. We shall not be responsible or liable for the deletion, correction, destruction,
damage, loss or failure to store any Content. You may not post or share Content
that violates this Agreement. You shall not use Industrial Color's services to transmit,
transfer or convey Storage Data that might be illegal or otherwise damaging to Industrial
Color, its users, or others. Specifically, You agree that, and represent and warrant
that, no Storage Data (or any portion thereof) provided by You, on Your behalf shall
knowingly: - Violate any state or United States law or, statute, ordinance or regulation;
- Instruct, aid, abet, or promote any illegal activity including, without limitation,
instructions on constructing explosive or incendiary devices; growing or producing
controlled substances, or counterfeiting currency, passports, drivers. licenses,
etc; - Contain child pornography. It is a federal crime to buy or sell child pornography
as defined in United States Code, Title 18, Chapter 110 - Sexual Exploitation and
Other Abuse of Children; - Contain any viruses, Trojan Horses, Worms, Time Bombs,
or other computer programming routines that are intended to damage, detrimentally
interfere with, surreptitiously intercept or expropriate any system, data or personal
information. No Storage Data shall be acquired by or otherwise exported or re-exported
into (or by or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea,
Syria, Sudan or any other country to which the U.S. has embargoed goods; or to anyone
on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked
Persons or the U.S. Commerce Department's Table of Denial Orders. As a Storage Data
Recipient and/or User, 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.
Links to Third Party Sites
Industrial Color, Inc. does not endorse any sites on the Internet that are linked
through the Service. Industrial Color, Inc. is providing these links to you only
as a matter of convenience, and in no event shall Industrial Color, Inc. be responsible
for any content, products, or other materials on or available from such sites.
Limit of Liability
YOU AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, UNDER
NO CIRCUMSTANCES, INCLUDING (BUT NOT LIMITED TO) NEGLIGENCE, MECHANICAL FAILURE,
HUMAN ERROR, AND FORCE MAJEURE, SHALL INDUSTRIAL COLOR INC., ITS AFFILIATES AND
SUPPLIERS BE LIABLE FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DIRECT, ACTUAL,
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT RELATE TO
OR RESULT FROM THE USE OF, THE INABILITY TO USE, OR THE CORRUPTION, OR LOSS OF STORAGE
DATA, OR OTHER DATA STORED ON, STORED IN, RETRIEVED FROM, ACQUIRED, TRANSMITTED
OR TRANSFERRED THROUGH INDUSTRIAL COLOR INC.'S SERVICES, EVEN IF INDUSTRIAL COLOR
INC. OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
Proprietary Rights
You acknowledge and agree that Industrial Color, Inc. (or Industrial Color, Inc.’s
licensors) own all legal right, title and interest in and to the Services, including
any intellectual property rights which subsist in the Services (whether those rights
happen to be registered or not, and wherever in the world those rights may exist).
Unless you have agreed otherwise in writing with Industrial Color, Inc., nothing
in the Terms gives you a right to use any of Industrial Color, Inc.’s trade names,
trade marks, service marks, logos, domain names, and other distinctive brand features.
Industrial Color, Inc. acknowledges and agrees that it obtains no right, title or
interest from you (or your licensors) under these Terms in or to any Content that
you submit, post, transmit or display on, or through, the Services, including any
intellectual property rights which subsist in that Content (whether those rights
happen to be registered or not, and wherever in the world those rights may exist).
Unless you have agreed otherwise in writing with Industrial Color, Inc., you agree
that you are responsible for protecting and enforcing those rights and that Industrial
Color, Inc. has no obligation to do so on your behalf. You agree that you shall
not remove, obscure, or alter any proprietary rights notices (including copyright
and trade mark notices) which may be affixed to or contained within the Services.
Unless you have been expressly authorized to do so in writing by Industrial Color,
Inc., you agree that in using the Services, you will not use any trade mark, service
mark, trade name, logo of any company or organization in a way that is likely or
intended to cause confusion about the owner or authorized user of such marks, names
or logos.
General Use Terms
We grant you a personal, non-exclusive, non-transferable, limited and revocable
license to use FileSociety for your own use and provided that you comply and remain
in compliance with this Agreement. You may not circumvent any mechanisms for preventing
the unauthorized reproduction or distribution of FileSociety. Your license terminates
immediately upon cancellation or termination of your FileSociety account or if we
believe you are in violation of this Agreement. You may not (a) sell or redistribute
FileSociety, (b) incorporate any aspect of FileSociety into another product or service,
(c) resell FileSociety Sevices (d) reverse engineer, decompile or disassemble FileSociety
or otherwise attempt to derive the source code from FileSociety. You may not modify,
adapt or create derivative works from FileSociety in any way or remove proprietary
notices posted on FileSociety. You may access FileSociety only through the software,
interfaces and protocols provided or authorized by us. Also, you may not authorize
or assist any third party to do any of the things prohibited in this paragraph.
Any rights not specifically licensed to you for any FileSociety software are reserved
by the owner of the rights in the software. We may automatically update FileSociety
service to improve the performance and capabilities of such software. Your use will
end on the date your FileSociety service ends. Your use will also end if we modify
FileSociety in a way that no longer supports the service. FileSociety (including
its software) is a "commercial item," as that term is defined in 48 C.F.R. 2.101,
consisting of "commercial computer software" and "commercial computer software documentation,"
as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R.
12.212 and 48 C.F.R. 27.405(b) (2) (June 1998) and 48 C.F.R. 227.7202, all U.S.
Government end users acquire the Software with only those rights as set forth herein.
We are under no obligation to provide you with any error corrections, updates, upgrades,
bug fixes and/or enhancements to FileSociety, although we may do so in our sole
discretion.
Warrants
INDUSTRIAL COLOR, INC. MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE
RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS
OF THE SERVICE OR ANY CONTENT. INDUSTRIAL COLOR, INC. DOES NOT REPRESENT OR WARRANT
THAT: (I) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE
SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE
SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (IV) ERRORS OR DEFECTS WILL
BE CORRECTED, (V) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED
TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT
OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED
Local Laws and Export Control
Industrial Color, Inc. controls and operates this Service from its location in the
United States of America and is subject to the United States Export Administration
Laws and Regulations. Industrial Color, Inc. makes no representation that the Service
is appropriate or available for use in other locations. If you use the Service from
outside the United States of America, you are solely responsible for compliance
with all applicable laws, including without limitation export and import regulations
of other countries. Any diversion of the Content contrary to United States law is
prohibited. None of the Content, nor any information acquired through the use of
the Service, is or will be acquired for, shipped, transferred, or re-exported, directly
or indirectly, to proscribed or embargoed countries or their nationals, nor is or
will be used for nuclear activities, chemical biological weapons, or missile projects,
unless specifically authorized by the United States Government for such purposes.
You shall comply strictly with all United States export laws and assume sole responsibility
for obtaining licenses to export or re-export as may be required.
Payment of Fees
FileSociety is a Paid Service, as described on the FileSociety website (www.FileSociety.com)
and/or as published by other means. FileSociety storage fees, account fees, transactional
fees and other fees (the "Fees"), may be billed on a daily, monthly or annual basis.
Account Owners and/or Account Admins are liable to pay FileSociety by an authorized
credit card or via pre-approved account billing terms. In order to receive account
privileges, you must apply and be grated credit terms by an authorized FileSociety
representative. Such privileges may be terminated at any time. The Fees applicable
for the Paid Service are available at www.FileSociety.com and/or in published price
lists. Industrial Color, Inc. reserves the right to change the Fees or applicable
charges and to institute new charges at any time. If your payment method is by Credit
Card (Credit Card Account), your authorized credit card will automatically be charged
Fees on the day you sign up for the Paid Service, or the expiration of the initial
trial period, if any, whichever is later. Thereafter, the Fees will automatically
be charged to your authorized credit card after services are performed or pre-purchased.
In the event you cancel the Service, Industrial Color, Inc. will not refund any
Fees already paid by you. Your Industrial Color, Inc. account will be considered
delinquent if your credit card company refuses for any reason to pay the amount
billed to it and that amount remains unpaid at the beginning of the next accounting
cycle. The Paid Service may be suspended, archived or purged from system if account
is delinquent for more than one billing cycle. If you believe Industrial Color,
Inc. has billed you incorrectly, you must contact Industrial Color, Inc. no later
than 30 days after the closing date on the first billing statement in which the
error or problem appeared, in order to receive an adjustment or credit. Billing
inquiry and support contact information can be found in the Support section of the
Paid Service. Trial Offers, Coupons, Credits and Special Offers. Industrial Color,
Inc. reserves the right to discontinue or modify coupons, credits and special promotional
offers, if any, at our discretion. Your account and files may be deactivated or
deleted for non-payment.
Indemnification
You shall indemnify and hold Industrial Color, Inc. and its parents, subsidiaries,
affiliates, officers, directors, employees, attorneys, and agents, harmless from
and against any and all claims, costs, damages, losses, liabilities, and expenses
(including attorneys' fees and costs) arising out of or in connection with your
use of the Service (including the Content and Intellectual Property) or breach of
this Agreement.
Termination
Either you or Industrial Color, Inc. may terminate this Agreement with or without
cause at any time by giving notice of such termination to the other in the manner
described herein. Industrial Color, Inc., in its sole discretion, may terminate
your password, account or use of the Service and remove and discard any Data within
the Service if you fail to comply with this Agreement. You may terminate your user
account upon notice to Industrial Color, Inc. at any time; however, you will not
receive a refund of any portion of your fees paid to Industrial Color, Inc. Upon
termination of an account, your right to use such account and the Service immediately
ceases. Industrial Color, Inc. shall have no obligation to maintain any Data stored
in your account or to forward any Data to you or any third party after your Service
is terminated or canceled. Further, if Industrial Color, Inc. believes that You
have violated Your obligations under this Agreement, Industrial Color, Inc. may,
at its option and in addition to its other remedies, immediately and without notice,
suspend Your Account, remove and destroy data and files stored by You on Industrial
Color, Inc.'s servers and/or terminate this Agreement. Industrial Color, Inc. will
not be liable to You or any third party for any suspension or termination of Your
Account or the Service. Should You object to any terms and conditions of this Agreement
or any subsequent modifications thereto or become dissatisfied with the Service
in any way, Your only recourse is to immediately: (a) discontinue use of the Service;
(b) terminate this Agreement; and (c) notify Industrial Color, Inc. of such termination.
Upon any termination of this Agreement, You will cease use of the Service and, within
five (5) days after the effective date of such termination, remove all of Your stored
data files from the Industrial Color, Inc. servers. Industrial Color, Inc. may destroy
any of Your stored data files that are not removed from Industrial Color, Inc.'s
servers within such five (5)-day period.
Access, User Name and Passwords
Upon registering you will be required to create a personalized and unique password.
Only you will have access to your password. Your user name and password are required
to access FileSociety. Your password is confidential and may not be shared or assigned
to anyone. In addition, you are not entitled to use another person’s username and
password. You are solely responsible for any consequences arising out of your failure
to maintain the confidentiality of your password. You will notify Industrial Color,
Inc. of any unauthorized use or other breach in security of Your Account and/or
password immediately after you learn of the same. Industrial Color, Inc. will endeavor
to restrict access to the data and files You store or retrieve from Your Account
to persons accessing such data and files through use of Your Account, User Name
and/or Password. However, no password-protected system of data storage and retrieval
can be made entirely impenetrable. Accordingly, You hereby acknowledge that it may
be possible for an unauthorized third party to access, view, copy, modify and distribute
the data and files You store in Your Account.
Quotas, overages, excesses, warnings
You will be subject to storage caps, user caps, transfer caps, bandwidth limits
and other quotas. In the event that such caps or limits are exceeded, the Services
may not be available without pre-arranging account and user level upgrades. Contact
your Account Owner to determine available levels. You may or may not receive quota
warnings before or upon exceeding such.
Entire Agreement
You represent that You have carefully read this Agreement, that You understand its
contents, and that You have had an opportunity to seek independent legal advice
with respect to the review and advisability of entering into this Agreement. No
text or information set forth on any other preprinted form or document shall add
to or vary the terms and conditions of this Agreement. If any provision of this
Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,
then such provision(s) shall be construed, as nearly as possible, to reflect the
intentions of the invalid or unenforceable provision(s), with all other provisions
remaining in full force and effect. No joint venture, partnership, employment, or
agency relationship exists between you and Industrial Color, Inc. as a result of
this agreement or use of the Service. The failure of Industrial Color, Inc. to enforce
any right or provision in this Agreement shall not constitute a waiver of such right
or provision unless acknowledged and agreed to by Industrial Color, Inc. in writing.
Industrial Color, Inc. has the right to assign any or all of its rights and obligations
under this Agreement at any time. This Agreement comprises the entire agreement
between you and Industrial Color, Inc. and supersedes all prior or contemporaneous
negotiations, discussions or agreements, whether written or oral, between the parties
regarding the subject matter contained herein.
Applicable Law & Venue
Industrial Color Inc.'s services are managed from its offices within the State of
New York, United States of America. Industrial Color Inc. makes no representation
that its services are appropriate or available for use in other locations. If You
choose to access this site or The Services from other locations, You do so on Your
own initiative and are responsible for compliance with local laws, if and to the
extent local laws are applicable. All matters with respect to this Agreement, including,
without limitation, matters of validity, construction, effect and performance shall
be governed by the internal laws of the State of New York applicable to contracts
made and to be performed therein between the residents thereof (regardless of the
laws that might otherwise be applicable under principles of conflicts of law). Any
action or proceeding related to the subject matter of this Agreement shall be venued
in New York, New York. You and Industrial Color Inc. hereby agree to submit to exclusive
jurisdiction in the federal and state courts located in New York, New York. Notwithstanding
this, you agree that Industrial Color, Inc. shall still be allowed to apply for
injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
Regardless of any statute or law to the contrary, any claim, cause of action against
Industrial Color Inc. arising out of or related to this Agreement or use of Industrial
Color Inc.'s services must be filed within ninety (90) days of the date upon which
You were or should have first been aware of the existence of the grounds for Your
claim or cause of action. This Agreement shall not be governed by the United Nations
Convention on Contracts for the International Sale of Goods. Legal notice to Industrial
Color Inc. must be delivered to: Legal Notice, Industrial Color Inc. 32 Avenue of
the Americas, 22nd Floor, New York, NY