Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of You to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of the Services whatsoever is to discontinue using the Services.
You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using the Services or in connection with the Site is accurate, reliable and complete and does not violate our content guidelines. You authorize us and our service providers and their vendors and subcontractors to monitor your use of the Site and the Services. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of the Services. TayNow accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
While using the Services, we may also collect information from you about someone else. If you provide us with personal information about someone else, you are obligated to ensure that you are authorized to disclose that information to us, and that we, without further action, may collect, use, and disclose that information for the purposes described in this policy.
You are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release TayNow from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify TayNow for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
TayNow and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using the Services. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to You. Without any prejudice to the foregoing, any information or data entered by You or otherwise provided for accessing the Services shall at all material times remain the property of You. You hereby grant to TayNow a worldwide, perpetual, royalty free, nonexclusive right and license to use all content provided by You in connection with the Services for uses related to the delivery of the Services.
Materials on and relating to the Site and the Services, including the content of any software downloaded from TayNow, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, TayNow reserves all rights in and to such materials. The subscriber will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of the Site or the Services without TayNow’s express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to the Services.
TayNow has rights to several trade-marks which it uses in connection with the operation of the Services. TayNow does not grant You any right or license to use the TayNow trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.
You may access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability. You agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience. You shall not use any means to restrict or prevent another user from accessing or enjoying the Services. You are not permitted to upload material to the Services that You know, or ought to know, infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use the Services in a manner which could block access to, impair, damage or otherwise disable any of our servers. You may not attempt to gain unauthorized access to the Services or to any other user’s accounts, computer systems or networks through password mining, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws. You shall not lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to TayNow in a manner that is inconsistent with our intellectual property rights over the software.
YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE TAYNOW FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A ”CLAIM”) WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF THE SITE OR THE SERVICES AND ANY RELATED APPLICATIONS INCLUDING ANY THIRD PARTY SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
TayNow may terminate this agreement and your use of the Services at any time and for any reason with reasonable notice to you and without notice if you breach any of these terms or we suspect you of fraud or suspect that your Account has been compromised in any way. Upon such termination, you must immediately cease using the Services. We may at our option immediately block your access to the Site and the Services.
You may when using our Site and Services be directed to websites maintained by other third party service providers. Some of the functionality of the Services interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties. If at any point such third party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund, credit or other compensation. Your only recourse shall be to stop using the Services. In addition, if you authorize us to do so, we may grant third parties access to some or all (depending on the permission you give) of your private data, content and information through our own API for use in connection with their services.
You acknowledge that such sites and services are completely independent of TayNow and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites. In addition, we may at any time in our discretion and without notice to you, discontinue providing our API to such third party services. You acknowledge that any use of the products and services offered by such third party services providers will be at your sole risk. You acknowledge that use of such third party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of the Services.
Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the State of California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the State of California. You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.