END-USER TERMS AND CONDITIONS AND AGREEMENT
FOR USE OF THE TOONLET WEBSITE
a.k.a. "the fine print"
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY
This End-User License Agreement (this “Agreement”) is a binding legal contract between you (“You”) and Toonlet, Inc., an Oregon corporation (“Toonlet”). Toonlet is the creator and provider of the website located at toonlet.com (the “Toonlet Site”). The Toonlet Site allows registered users of the Toonlet Site to use Toonlet’s software and artwork libraries to create user defined and generated characters, backgrounds, comic strips, graphic novels and other related artworks (collectively the “Toonlet Services”). The characters, backgrounds, comic strips, graphic novels and other related artworks created by you and other registered users will be referred to in this Agreement as “User Artwork”.
- Approval of Terms. By registering as a user (a “User”) on the Toonlet Site and by using the Toonlet Services, you agree to be bound by the terms and conditions contained in this Agreement. Upon registering as a User, you must read this Agreement and indicate your acceptance during the registration process, by clicking “I ACCEPT” or providing such other form of acknowledgement and assent as may be requested. As a User, you are only authorized to use the Toonlet Site and the Toonlet Services if you agree to abide and be bound by the terms and conditions of this Agreement and all applicable laws. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT FOR FUTURE REFERENCE.
- If You Do Not Agree. If you do not agree to abide and be bound by the terms and conditions of this Agreement, you must immediately leave the Toonlet Site and discontinue any and all use of the Toonlet Services.
- Amendment of Terms. You agree that Toonlet may change the terms and conditions of this Agreement at any time upon electronic notice to you or upon posting the changes on the Toonlet Site. Your continued use of the Toonlet Site and the Toonlet Services after receipt of an electronic notice or after the posting of the changes shall constitute your acceptance of any new or additional terms and conditions contained in this Agreement.
- Age Eligibility. In order to be eligible to register as a User of the Toonlet Site and to use the Toonlet Services, you must be at least 18 years of age, or have a parent or guardian accept this Agreement. Your breach of this provision shall be material and shall cause your immediate removal from the Toonlet Site and termination of your registered User account.
- Use of Site and Services. Provided that you register as a User and comply with all the terms and conditions of this Agreement and all applicable laws, you shall have access to the Toonlet Site and the Toonlet Services. Toonlet may restrict your access to certain portions or the Toonlet Site or to certain Toonlet Services that are considered by Toonlet to be premium services, in Toonlet’s sole discretion. Toonlet shall define the extent and nature of the premium Toonlet Services (the “Premium Services”). The scope of the Premium Services and the fees for periods of access to such services shall be posted on the Toonlet Site, and shall be subject to amendment by Toonlet at any time from time to time without notice.
- License. In consideration of your use of the Toonlet Site and the Toonlet Services, you hereby grant to Toonlet a perpetual, non-exclusive, royalty free, worldwide license in any and all User Artwork created by you through or with the Toonlet Site and the Toonlet Services. Toonlet may exercise all rights granted to an owner of a copyright in all jurisdictions in the world, including, but not limited to, the right to copy and publicly display the User Artwork and to sublicense it to third parties in any format or media, and in any distribution network that it chooses. User hereby waives any rights that User may have in any jurisdiction to any moral rights of “droit moral” with respect to the User Artwork, and confirms that Toonlet may reasonably revise or alter the User Artwork or any element of the User Artwork or engage a third party to perform such revisions or alterations in order to allow the User Artwork to be used by Toonlet for any purpose.
- No Restrictions. As the owner of the User Artwork, you may use it for any personal, noncommercial use that you wish. You may not, however, impose any restrictions on the User Artwork that would limit Toonlet’s license granted above in Section or to limit the ability of Toonlet or any of its sublicensees to exercise the rights granted in this Agreement.
- Reservation of Rights. Toonlet reserves the right, in its sole discretion, to reject, refuse to post or remove any content posted by you on the Toonlet Site, or to restrict, suspend, or terminate your access to all or any part of the Toonlet Site or the Toonlet Services at any time, for any or no reason, with or without prior notice, and without liability. Toonlet expressly reserves the right to remove your artwork and/or restrict, suspend, or terminate your access to any part of the Toonlet Services if Toonlet determines, in its sole discretion, that you pose a threat to Toonlet and/or its other Users.
- Termination of Registration. You may terminate you registration as a User at any time for any reason or no reason by using the process for closing your registration account located on the Toonlet Site. In addition, Toonlet may immediately terminate your registration as a User at any time for a breach of this Agreement or any applicable law, or at the end of any period of use for failure to renew.
- Effect of Termination. This Agreement shall remain in full force and effect in perpetuity, even if your registration as a User is terminated or expire. Such termination shall not affect Toonlet’s rights in the User Artwork granted in this Agreement, and such rights shall not expire, lapse or be restricted in any manner.
- Prohibited Content. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Toonlet Site or through use of the Toonlet Services. Toonlet reserves the right to investigate and take appropriate legal action against anyone who, in Toonlet’s sole discretion, violates this provision, including without limitation, removing the offending content from the Toonlet Site and terminating your registration as a User. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Toonlet:
- Is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- Harasses or advocates harassment of another person;
- Exploits people in a sexual or violent manner;
- Contains violence, or offensive subject matter or contains a link to an adult website;
- Solicits personal information from anyone under 18;
- Provides any telephone numbers, street addresses, last names, URLs or email addresses;
- Promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
- Promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
- Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
- Solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; or
- Involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes.
- Prohibited Illegal Activities. The following is a partial list of the kind of activity that is illegal or prohibited on the Toonlet Site and through your use of the Toonlet Services. Toonlet reserves the right to investigate and take appropriate legal action against anyone who, in Toonlet’s sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:
- Criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
- Advertising to, or solicitation of, any User to buy or sell any products or services through the Toonlet Services. It is also a violation of these rules to use any information obtained from the Toonlet Services in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent;
- Covering or obscuring the banner advertisements on your personal profile page, or any Toonlet.com page via HTML/CSS or any other means;
- Any automated use of the system, such as using scripts to add friends or send comments or messages;
- Interfering with, disrupting, or creating an undue burden on the Toonlet Services or the networks or services connected to the Toonlet Services;
- Attempting to impersonate another User or person;
- Using the account, username, or password of another User at any time or disclosing your password to any third party or permitting any third party to access your account;
- Selling or otherwise transferring your profile;
- Using any information obtained from the Toonlet Site or the Toonlet Services in order to harass, abuse, or harm another person;
- Displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Toonlet Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, or sending private messages with a commercial purpose; or
- Using the Toonlet Services in a manner inconsistent with any and all applicable laws and regulations.
- Disclaimers. Toonlet is not responsible for any incorrect or inaccurate content posted on the Toonlet Site or in connection with the Toonlet Services, whether caused by Users of the Toonlet Services or by any of the equipment or programming associated with or utilized in the Toonlet Services. Accounts created and Artwork posted by Users on the Toonlet Site may contain links to other websites. Toonlet is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Toonlet. Inclusion of any linked website on the Toonlet Services does not imply approval or endorsement of the linked website by Toonlet. When you access these third-party sites, you do so at your own risk. Toonlet takes no responsibility for third party advertisements which are posted on this Toonlet Site or through the Toonlet Services, nor does it take any responsibility for the goods or services provided by its advertisers. Toonlet is not responsible for the conduct, whether online or offline, of any User of the Toonlet Services. Toonlet assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, and any User communication. Toonlet is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Toonlet Services or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Toonlet Services. Under no circumstances shall Toonlet be responsible for any loss or damage, including personal injury or death, resulting from use of the Toonlet Services, from any content posted on or through the Toonlet Services, or from the conduct of any Users of the Toonlet Services, whether online or offline. The Toonlet Services are provided "AS-IS" and as available and Toonlet expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Toonlet cannot guarantee and does not promise any specific results from use of the Toonlet Services.
- Limitation of Liability. TOONLET AND ITS THIRD PARTY SUPPLIERS INCLUDING ITS ARTISTS, IF ANY, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF USE OF DATA, OR INTERRUPTION OF BUSINESS OR LOSS OF PRODUCTIVITY) UNDER ANY THEORY OF LIABILITY, EVEN IF TOONLET OR ITS THIRD PARTY SUPPLIERS, IF ANY, HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. YOU ACKNOWLEDGE THAT THIS LIMITATION IS REASONABLE, AND THAT THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL PART OF THIS AGREEMENT WITHOUT WHICH TOONLET WOULD BE UNWILLING TO LICENSE THE TOONLET SERVICES TO YOU. THE LIABILITY OF TOONLET AND ITS THIRD PARTY SUPPLIERS INCLUDING ITS ARTISTS, IF ANY, UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID TO TOONLET, IF ANY, FOR USE OF THE TOONLET SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES OR CERTAIN LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATION MAY NOT BE ENFORCEABLE AGAINST YOU.
- Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
- Severability. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.
- Governing Law. This Agreement will be governed by the laws of the State of Oregon without application of Oregon conflicts of law principles and the United Nations Convention on Contracts for the International Sale of Goods. Artist irrevocably consents to the exclusive jurisdiction of the state and federal courts in Portland, Oregon, for any action, suit, or proceeding in connection with the System or this Agreement. The prevailing party in a suit shall be entitled to reimbursement for its costs and expenses, including any costs incurred in collecting overdue payments and attorneys’ fees at trial and on appeal.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be modified except by a writing signed by an authorized representative of both parties.