Last Updated: May 7, 2020
THESE TERMS GOVERN THE USE OF THIS SITE. PLEASE READ THEM CAREFULLY BEFORE ACCESSING THE SITE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS THE SITE.
Changes to the Terms.
SPL Group reserves the right to change these Terms from time to time. We will notify you of any changes by posting the revised Terms on the Site. All changes to the Terms shall be effective upon posting. Your continued use of the Site after any changes to these Terms constitutes your agreement to be bound by any such changes. SPL Group may terminate, suspend, change, or restrict access to all or any part of the Site without notice or liability.
The Site contains material, such as software, text, graphics, images, sound recordings, audiovisual works, desktop, mobile, or other applications for download, and other material provided by or on behalf of SPL Group (collectively, “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under these Terms. No other use is permitted without prior written consent from us. You must not remove or alter copyright or other proprietary notices contained in the original Content, and if SPL Group allows you to sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, or distribute the Content, you must include those proprietary notices without alteration. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose without the express written permission of SPL Group. The use or posting of the Content on any other website, public or private electronic retrieval system, or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these restrictions, your permission to access and/or use the Content and Site automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of SPL Group (the “SPL Group Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of SPL Group. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with SPL Group Trademarks, the “Trademarks”). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of SPL Group Trademarks inures to SPL Group’s benefit. Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content for the Site may be retransmitted without our express, written consent for each and every instance.
Use of Personal Information
SPL Group’s practices and policies with respect to the collection, use and sharing of nonpublic personal information collected from or about you when you visit the Site is governed by the SPL Group Online Privacy Statement (“SPL Group’s Privacy Statement), which is hereby incorporated in its entirety and available at this Site:
While we endeavor to ensure that the Site is normally available, we shall not be liable if for any reason the Site is unavailable at any time or for any period. Access to the Site may be suspended temporarily and without notice in the case of system failure, legal requirements, maintenance or repair or for reason beyond our control.
The Site may contain links to third-party websites (“External Sites”). We are not responsible for the content and/or services provided via any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites If you decide to access linked External Sites, you do so at your own risk.
In using the Site, you agree:
- not to disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked websites;
- not to upload, post or otherwise transmit through or on the Site any viruses, worm, Trojan horse, malware, program, code or other harmful, disruptive or destructive files;
- not to use a robot, spider, script, or any means to extract, download, index, mine, scrape, or circumvent the operation or intended use of the Site;
- not to use or attempt to use or access another person’s product, account or personal information, or create or use a false identity on the Site; and
- not to attempt to obtain unauthorized access to the Site or portions of the Site that are restricted from general access.
You are prohibited from any use of the Site that would give rise to liability to SPL Group or otherwise violate any applicable local, state, national or international law or regulation.
SPL Group has no obligation to monitor the Site; however, you acknowledge and agree that SPL Group has the right to view, monitor and/or record the Site and Site activity electronically or otherwise, without notice to or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible illegal activity on the Site. SPL Group may also comply with all court orders as well as all law enforcement and regulatory inquiries involving requests for such information. SPL Group may, in its sole and absolute discretion (i) delete and/or take down any material from the Site, (ii) disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, (iii) operate the Site, and (iv) take any steps that it deems necessary or appropriate to protect itself and/or users of the Site.
THE SITE AND SPL GROUP CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. SPL Group, ITS AFFILIATES, PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND INDEPENDENT CONTRACTORS (COLLECTIVELY “THE SPL GROUP PARTIES”), DOES NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE SITE OR THE SPL Group CONTENT, AND EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. SPL Group IS NOT SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SITE FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE AND THE SPL Group CONTENT AT YOUR OWN RISK.
SPL Group DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE, ITS SERVER OR THE SPL Group CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE SPL Group CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
Limitation of Liability
IN NO EVENT SHALL THE SPL Group PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR THE SPL Group CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF THE SPL Group PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPL Group IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless the SPL Group Parties from and against any and all claims, losses, expenses, or demands or liabilities, including attorneys’ fees and costs, incurred by the SPL Group Parties in connection with any claim by a third party (including any intellectual property claim) arising out of (i) materials and content you submit, post to or transmit through the Site, or (ii) your use or misuse of the Site or content in violation of the Terms or in violation of any applicable law. You further agree that you will cooperate as reasonably required in the defense of any such claims. The SPL Group Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of SPL Group. You hereby agree to cooperate with any reasonable requests from SPL Group to assist in its defense of such claim or matter. You further agree to indemnify and hold harmless the SPL Group Parties from any claim arising from a third party’s use of information or materials of any kind that you post in a public area of the Site.
These Terms are effective until terminated by SPL Group at any time without notice. SPL Group may suspend, restrict and/or terminate your access and use of the Site at any time, with or without cause, in SPL Group’s absolute discretion and without notice. The following paragraphs of these Terms shall survive termination of your use or access to the Site: paragraphs concerning Indemnification, Disclaimer of Warranties, Limitations of Liability, applicable law and dispute resolution, and any other provision that by its terms survives termination of your use or access to the Site.
Governing Law and Venue
These Terms and all other aspects of your use of the Site shall be governed by and construed in accordance with all applicable Federal laws of the United States of America and the laws of the State of New York, without regard to its Conflict of Law Rules. All claims and disputes arising out of these Terms, and applicable federal law or your use of the Site, other than actions for specific performance or injunctive relief brought by SPL Group, shall be exclusively brought in the federal, state, or local courts located in New York, and, with regard to such claims and disputes, you hereby irrevocably (i) submit to the exercise of personal jurisdiction over you by those courts, and (ii) waive any jurisdictional, venue, or inconvenient forum objections to such courts.
Failure by SPL Group to enforce any provision(s) of these Terms shall not be construed as a waiver thereof. Any cause of action you may have with respect to the Site, the Content, and/or these Terms must be commenced within one (1) year after the claim or cause of action arose, or be barred. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Terms shall remain in full force and effect. These Terms will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms. All rights not expressly granted herein are hereby reserved.