TERMS OF SERVICE

Established 08/07/16

This Terms of Service Agreement (the “Agreement”) is by and between Guy Humor, LLC, a Louisiana limited liability company and any individual or business entity (hereinafter referred to singularly and collectively as “you” or possessively as “your”) accessing or using Company’s software, systems, websites or platforms (collectively, the “Service”).

Please read this Agreement carefully before accessing or using the Service. You must read, agree with and accept all of the terms and conditions contained in this Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, before you are authorized to use any part of the Service. By using the Service, you expressly agrees to be bound by this Agreement. Company is willing to license the Service to you for your commercial or business use only upon the condition that you accepts all the terms contained herein.

Your access to or use of the Service indicates that you have read, understood and consented to this Agreement and accepts all of its associated terms. If you do not accept all of those conditions, Company is unwilling to license the Service for your use

THE SERVICE

Company owns, maintains and provides the website located at http://guyhumor.com/, a website that shares popular memes and other culturally relevant humorous content.

ACCOUNTS

To access and use certain features of the Service, you may be required to register and create a verified account. Company reserves the right to monitor and limit the technical aspects and features of the Service you may access and use, including without limitation, connection, metric, transfer and other parameters. Exceeding certain operational limits, as determined by Company in its sole and absolute discretion, may result in your account being restricted. Company reserves the right to charge for any aspect of the Service and revise applicable fees at any time.

All payments will be facilitated either directly via Company’s payment processing system, Company’s third-party payment processing service or an associated payment processor. Company may seek authorization of your credit card to validate your ability to pay any applicable charges prior to any purchase. If Company seeks such authorization, please note that the authorization is not a charge but may reduce your available credit by the authorization amount until your bank’s next processing cycle.

It is your responsibility to determine what taxes apply to your use of the Service and collect, report and remit the correct amounts of tax to the appropriate tax authority, if applicable. Company is not responsible for determining whether taxes apply to your use of the Service or for collecting, reporting or remitting any taxes or any information related thereto arising out of or relating to your use of the Service.

If a payment is subject to investigation by Company or a chargeback by the issuing bank, a hold will be placed on the payment and the account will be limited until such investigation or chargeback is resolved.

Company uses industry standard methods to protect the security of accounts and data from unauthorized access, use or disclosure. However, Company cannot fully defend against all potential security risks. You are solely responsible for maintaining the security of your account and routinely modifying your password to prevent unauthorized access. Accordingly, Company hereby disclaims, to the fullest extent of applicable law, any liability for unauthorized access, use or disclosure of your you account and assorted data.

You agree to Company’s collection, use, distribution, transmission, storage and retrieval of certain information concerning your use of the Service, including without limitation, technical, diagnostic or service level information that Company engineers and technicians may use to improve, enhance and upgrade the Service.

USER INFORMATION

You may provide or disclose certain information to or via the Service, including information you use to register and create an account, if applicable (collectively the “User Information”). User Information will be stored on Company’s servers. You consent to such storage and Company’s use of User Information. You are solely responsible for User Information and hereby expressly acknowledge and agree that Company acts only as a passive conduit for such data.

You agree to provide accurate, current and complete information and to maintain and keep it accurate, current and complete at all times. You agree that Company and third-parties may rely on User Information as accurate, current and complete. If any information supplied by you are untrue, inaccurate, not current or incomplete in any respect, Company has the right to immediately terminate your use of the Service.

Upon termination of an account, Company will remove all respective User Information from Company servers. Notwithstanding the foregoing, however, Company may retain an archived copy of User Information as required by applicable law or for legitimate business purposes. Company retains the right, in its sole and absolute discretion, to prohibit use of the Service by any user, account, IP address or device for any or reason.

Company may examine User Information prior to, during or following receipt and, at its sole and absolute discretion, prevent, cease or reject transmission of inappropriate or otherwise inadequate or erroneous data. Company does not guarantee that User Information will be successfully transmitted to or received by Company. User Information or other data transmitted or distributed via the Service does not reflect the views of Company and Company does not warrant the validity, reliability, accuracy, legality, suitability or current nature thereof.

TERM & TERMINATION

This Agreement is effective immediately upon access to or use of the Service or the publishing date of any subsequent modifications, revisions or amendments. Company may terminate your use of the Service for any reason without notice.

To delete your account and any User Information contained therein, you must provide notice to Company via email requesting that your account be deleted, along with any associated User Information. Upon receipt of your request, Company will use commercially reasonable efforts to delete your account and User Information. Notwithstanding the foregoing, however, your information may be retained on Company backup systems for an indeterminate amount of time.

Following termination or expiration of this Agreement, any terms or conditions of this Agreement that, expressly or by their nature survive expiration or expiration, will remain in full force and effect.

Company may cease to provide the Service, or any portion thereof, at any time and at its sole and absolute discretion.

THIRD-PARTY SERVICES

As part of the functionality of the Service, you may be able access and use third-party services (each a “Third-Party Service” and, collectively, the “Third-Party Services”). Unless otherwise specified herein, any User Information or other data you provide to or store with any Third-Party Service is beyond Company’s control. Company cannot and will not be liable for any use of User Information or other data you submit to any Third-Party Service.

Your relationship with Third-Party Services is governed solely and exclusively by the applicable contractual agreement between you and the respective Third-Party.

Company makes no effort to review User Information or other data provided to Third-Party Services or contractual agreements you execute therewith for any purpose, including without limitation, accuracy, legality or non-infringement. Company is not responsible in any way for your interaction with any third-party or Third-Party Service.

REPRESENTATIONS & WARRANTIES

By using the Service, you represent and warrant that you are legally entitled to enter this Agreement. If you reside in a jurisdiction that restricts use of the Service or the ability to enter into this Agreement due to age, you must comply with such age restrictions and not use the Service. Without limiting the foregoing, the Service is not available to persons under eighteen (18) years of age. By accessing and using the Service, you represent and warrant that you are at least eighteen (18) years of age and that neither you nor, if a business entity, your officers, directors, employees, agents or any associated third-parties are currently or have ever been a “Specially Designated National” or other person to whom the Service is prohibited. By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and will abide by its terms and conditions. The Service is intended solely for your personal use and any commercial use is prohibited. You may not authorize others to use your account and may not assign or otherwise transfer your account to any third-party. You agree to comply with all applicable local, state, national and international laws and regulations.

You may only access the Service using authorized means. It is your responsibility to ensure adequate access to the Internet and requisite capacity to use the Service. Further, it is your responsibility to ensure you have downloaded the correct version of applications necessary to use of the Service, if applicable. Company is not liable for incompatible connections, devices or applications or erroneous versions of software containing viruses or other harmful data or instructions. Company reserves the right to terminate this Agreement should you use the Service with an incompatible or unauthorized connection, device or application.

You agree and warrant that you will not:

–      use the Service for any unlawful purpose;

–      use the Service for sending or storing unlawful material or to engage in fraudulent activities or a fraudulent purpose;

–      use the Service to cause nuisance or inconvenience;

–      impair the proper operation of any network;

–      harm or attempt to harm the Service, Company or third-parties;

–      copy or distribute the Service;

–      use the Service for any commercial purpose;

–      resell or attempt to resell any part of the Service;

–      provide false information or identification evidence;

–      use unauthorized Wi-Fi access points or mobile data accounts;

–      imply or state, directly or indirectly, that you are affiliated with or endorsed by Company without express written permission;

–      use the Service to impersonate another person;

–      send messages using the Service which do not correctly identify the sender and will not alter the attribution of origin in email messages or postings;

–      transmit content, nor a link to any content, that is pornographic, sexually explicit, obscene or violent;

–      breach this Agreement, card processing or other agreements you have entered into with Company or third-parties;

–      violate laws, statutes, ordinances or regulations, including without limitation, those governing safety, health, medical records, financial services, consumer protection, unfair competition, antidiscrimination or false advertising;

–      act in a manner that is defamatory, libelous or harassing;

–      compete, directly or indirectly, with Company or solicit Company’s customers, other users of the Service or third-party affiliates for any commercial or non-commercial purpose;

–      create more than one you account, nor use false or fictitious names, email addresses, phone numbers or information;

–      send or receive fraudulent or potentially fraudulent funds;

–      use any mechanism to mask your identity or location;

–      control or possess more than one account;

–      cause to attempt to cause complaints, disputes, claims, chargebacks, fees, penalties or other liability;

–      use the Service to advertise or solicit, for commercial, political or religious purposes;

–      use the Service to market, advertise, communicate or transmit data, information, products or service for resale or lease;

–      use the Service for speculative, false, fraudulent or other unauthorized purposes not expressly permitted herein; nor

–       take any action that creates, causes or results in excessive demand on Company’s servers, network or the Service.

INTELLECTUAL PROPERTY

Company owns and retains sole and exclusive ownership in the Service and all associated intellectual property rights contained therein. Contingent on your compliance with, and subject to, the terms and conditions of this Agreement, Company grants you a limited, non-transferable, non-exclusive, non-assignable, revocable license to use the Service on any device that you own or control. No licenses or rights are granted to you, by implication or otherwise, to any intellectual property rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted hereunder.

The terms of the license granted to you herein will govern upgrades provided by Company that replace or supplement the Service, unless such upgrade is accompanied by a separate license in which case the terms of such license will govern.

You agree and warrant that you will not:

–       license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third-party the Service in any way;

–      modify or make derivative works based upon the Service;

–      create “links” to the Service, “frame” or “mirror” any part thereof on any server, wireless or Internet device;

–      use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or exploit the Service;

–      reverse engineer the Service;

–      build a competitive product or service;

–      build a product using ideas or features similar to the Service;

–      copy ideas or features of the Service or launch an automated program or script, including without limitation, spiders, crawlers, robots, bots, ants, indexers, viruses, worms or any program which make multiple server requests or unduly burden the operation of the Service;

–      violate system or network level restrictions or limits of the Service or in any robot exclusion header;

–      send spam or unsolicited messages;

–      send or store infringing, obscene, threatening, libelous, unlawful or tortious material, including without limitation, material harmful to children or in violation of privacy rights;

–      send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

–      bypass or circumvent any security, privacy or other measure implemented to prevent or limit access to the Service;

–      interfere with or disrupt the integrity or performance of the Service or data contained therein; nor

–       attempt to gain unauthorized access to the Service.

Any of the foregoing is a violation of Company’s valuable and proprietary rights that may subject you to prosecution and civil damages. Company will fully investigate and prosecute any such actions to the fullest extent of the law and may involve and cooperate with law enforcement authorities.

You acknowledge that Company has no obligation to monitor your access to or use of the Service or to review or edit any User Information or other data you transmit or submit to the Service, but has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement or to comply with applicable law or the order of a court, administrative agency or other governmental body. Company reserves the right to remove or disable access, at any time and without notice, to any information that Company deems to be in violation of this Agreement or otherwise harmful to the Service or third-parties.

By transmitting User Information or other data to the Service, you grant Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such content on, through or via the Service.

You acknowledge and agree that you are solely responsible for content you make available through the Service. You represent and warrant that you are either the sole and exclusive owner of all such content or have all rights, licenses, consents and releases necessary to grant a license to Company to use such content and neither the content nor the posting, uploading, publication, submission, transmittal nor Company’s use thereof will infringe, misappropriate or violate any third-party’s patent, copyright, trademark, trade secret, moral, publicity, privacy or other rights or result in the violation of applicable laws or regulations.

Company respects copyright law and will terminate, in its sole and absolute discretion, any accounts that infringe, or are believed to be infringing, the rights of copyright holders.

Company and its licensors retain and own all right, title and interest, including without limitation, intellectual property rights, in the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale nor a license and does not convey any rights of ownership or license rights relating to the Service or any intellectual property rights owned by Company. The Company name, logo and product names associated with the Service are trademarks of Company and no right or license thereto is granted nor contemplated by this Agreement.

COMMUNICATIONS

Email communications and text messages sent by Company are designed to make your experience more efficient. By accepting the terms of this Agreement, you explicitly consent to receive email communications and text messages initiated by Company, including without limitation, notifications, communications informing you about potential services, promotions and new or existing features. Standard text messaging rates charged by your mobile phone carrier will apply to text messages sent by Company, if applicable. If you change your mobile carrier, notifications and communications may be deactivated for your you account and you will be required to reauthorize your new mobile phone number for such messages. Company reserves the right to cancel notifications and communications at any time without notice.

INDEMNIFICATION

You will defend, indemnify and hold Company, its officers, directors, employees, agents and any associated third-parties harmless for any losses, costs, liabilities and expenses, including reasonable attorney fees, arising out of or relating to your access to or use of the Service, including without limitation:

–       your breach of this Agreement or the documents it incorporates by reference;

 

–      your violation of any law or the rights of any third-party;

–      any allegation that any materials that you submit to Company or transmit via the Service infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third-party; and

–       any other activities in connection with your use of the Service.

The foregoing indemnity will be applicable without regard to the negligence of any party, including any indemnified person, Company or third-parties with whom Company does business.

DISCLAIMER OF WARRANTIES

COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY, COMPLETENESS OR AVAILABILITY OF THE SERVICE NOR ANY PRODUCTS OR SERVICES OFFERED OR MADE AVAILABLE BY THIRD-PARTIES VIA THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE OR ANY THIRD-PARTY PRODUCTS OR SERVICES REMAINS SOLELY WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

COMPANY DOES NOT REPRESENT OR WARRANT THAT:

–       USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR OPERATE WITH OTHER HARDWARE, APPLICATIONS, SYSTEMS OR DATA;

–      ANY STORED DATA WILL BE ACCURATE OR RELIABLE;

–      THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED VIA THE SERVICE WILL MEET REQUIREMENTS OR EXPECTATIONS;

–      ERRORS IN THE SERVICE WILL BE CORRECTED; OR

–       THE SERVICE, EQUIPMENT OR SERVER THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF USABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR DAMAGES RESULTING THEREFROM.

LIMITATION OF LIABILITY

IN NO EVENT WILL COMPANY BE LIABLE TO ANYONE FOR INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER LOSS OF ECONOMIC ADVANTAGE OR BENEFITS. COMPANY WILL NOT BE LIABLE FOR ANY LOSS, CLAIM, DAMAGES OR INJURIES WHICH MAY BE INCURRED DUE TO USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION DAMAGES OR INJURIES ARISING OUT OF OR RELATING TO THE SERVICE, PRODUCTS OR SERVICES AVAILABLE VIA THE SERVICE, USE OR INABILITY TO USE THE SERVICE, RELIANCE ON COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING OR INFORMATION CONTAINED WITHIN THE SERVICE OR RESULTING FROM ANY RELATIONSHIP WITH THIRD-PARTY SERVICES, PRODUCTS, ADVERTISERS OR SPONSORS, EVEN IF COMPANY OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY MAY INTRODUCE YOU TO THIRD-PARTIES FOR PURPOSES OF MARKETING, ADVERTISING OR PROVIDING ACCESS TO THIRD-PARTY SERVICES. COMPANY WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD-PARTY OR THIRD-PARTY SERVICE AND YOU HEREBY EXPRESSLY WAIVE, RELEASE AND FOREVER DISCHARGE COMPANY FROM ALL LIABILITY, CLAIMS, DAMAGES AND INJURIES ARISING OUT OF OR RELATING TO THE SERVICE, THIRD-PARTIES AND THIRD-PARTY SERVICES. YOU ACKNOWLEDGE THAT THIRD-PARTIES AND THIRD-PARTY SERVICES MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. COMPANY WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES, LITIGATION, MEDIATION OR ARBITRATION BETWEEN YOU AND THIRD-PARTIES OR THIRD-PARTY SERVICES AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND THIRD-PARTIES OR THIRD-PARTY SERVICES. RESPONSIBILITY FOR DECISIONS YOU MAKE REGARDING THE SERVICE, THIRD-PARTIES OR THIRD-PARTY SERVICES RESTS SOLELY WITH YOU. COMPANY WILL NOT ASSESS THE LEGALITY, LIABILITY OR ABILITY OF THIRD-PARTIES OR THIRD-PARTY SERVICES RESULTING FROM ANY NEGLIGENCE, CLAIMED OR OTHERWISE, NOR ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF THIRD-PARTIES OR THIRD-PARTY SERVICES TO PAY DAMAGES RESULTING THEREFROM. YOU HEREBY EXPRESSLY WAIVE, RELEASE AND FOREVER DISCHARGE COMPANY FROM ALL LIABILITY, CLAIMS, CAUSES OF ACTION, DAMAGES AND INJURIES ARISING OUT OF OR RELATING TO COMPANY’S PRODUCTS, SERVICES, THE SERVICE, USE OF THE SERVICE, THIRD-PARTIES OR THIRD-PARTY SERVICES INTRODUCED TO YOU VIA THE SERVICE OR BY COMPANY. YOU EXPRESSLY WAIVE AND RELEASE ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE OR COUNTRY), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

QUALITY OF SERVICE IS THE SOLE RESPONSIBILITY OF THE PARTY THAT PROVIDES THE SERVICE. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT, BY USING THE SERVICE, YOU MAY BE EXPOSED TO INDIVIDUALS, BUSINESS ENTITIES, CONTENT, INFORMATION, PRODUCTS, SERVICES, THIRD-PARTIES OR THIRD-PARTY SERVICES THAT ARE POTENTIALLY DANGEROUS, INJURIOUS, PHYSICALLY DISABLING OR CHALLENGING, OFFENSIVE, HARMFUL TO MINORS, DEFAMATORY, PORNOGRAPHIC, OBSCENE, UNSAFE OR OTHERWISE OBJECTIONABLE AND YOU USE THE SERVICE AT YOUR OWN RISK.

NOTICE

Company may give notice via the Service, email or written communication sent by pre-paid mail.

ASSIGNMENT

This Agreement may only be assigned by Company to a parent company, subsidiary, acquirer of assets or successor by merger.

EXPORT CONTROL

You agree to fully comply with all applicable export laws and regulations to ensure neither the Service, technical data related thereto nor product thereof is exported or re-exported, directly or indirectly, in violation of or used for any purpose prohibited by such laws and regulations. By using the Service, you represent and warrant that you are not located in a country subject to government embargo, designated as “terrorist supporting” or listed on any list of prohibited or restricted jurisdictions.

DISPUTE RESOLUTION

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof (collectively, the “Disputes”) will be settled by binding arbitration, except that Company retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of Company’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You waive the right to participate as a plaintiff in any purported class action or representative proceeding or trial by jury. An arbitrator operating pursuant to this provision may not preside over any form of class action or representative proceeding. The provision and requirement that Disputes be settled by binding arbitration will survive termination or expiration.

Any arbitration will be conducted in the city where Company is located based solely on the basis of documents submitted to the arbitrator, unless a hearing is requested or the arbitrator determines a hearing is necessary. The arbitrator will have discretion to direct a reasonable exchange of information between the Parties concerning Disputes.

The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction. The arbitrator’s damages award must be consistent with the terms and conditions of this Agreement regarding the type and amount of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The party that prevails in arbitration will be entitled to an award of attorney fees and expenses, to the extent provided under applicable law.

GENERAL PROVISIONS

No joint venture, partnership, employment or agency relationship exists between you, Company or any third-party as a result of this Agreement or your use of the Service. If any provision of this Agreement is held invalid or unenforceable, such provision will be stricken from the text and the remaining provisions will be enforced to the fullest extent of applicable law. The failure of Company to enforce any right or provision herein will not constitute a waiver of such right or provision unless explicitly acknowledged and agreed to by Company in writing. Company will not be liable for delay or failure in its performance or any damages suffered by you due to such delay or failure, caused by or resulting from, directly or indirectly, natural acts or events beyond Company’s control. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, regarding the subject matter hereof. The laws of Louisiana will govern this Agreement and Disputes arising hereunder will be adjudicated in the courts therein.