PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE ACCESSING ANY PART OF THE WEBSITE
The following are the terms and conditions for use of http://www.bannercloud.com (the "Website") and its services, including access to certain proprietary Keyword Rockstar software tools and related services (the "Software") (collectively, the Website and Software are referred to herein as, the "Services"). The Services are owned and operated by Keyword Rockstar, Inc. ("Keyword Rockstar" or “us,” or “we”).
By accessing the Services, continuing to access the Services, or submitting any information through the Services, and in consideration for the services Keyword Rockstar provides to you, YOU (the terms "you" or "yours" includes the person or entity that is accessing the Website as well as any third-parties accessing the Website on your behalf ) ARE STATING THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS GOVERNING THE USE OF THE WEBSITE AND ITS SERVICES (the "Terms"). Use of the Website is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein.
If you are a third-party template contributor, these Terms apply to you as well, in addition to any applicable Contributor Agreement. In the event of a conflict between the Contributor Agreement and these Terms, the Contributor Agreement will prevail.
I. OVERVIEW Keyword Rockstar's Services include two distinct platforms.
1) Keyword Rockstar provides a platform that allows users to purchase licenses to use templates designed by third-party contributors. Third-party contributors ("Contributors") create templates, post those templates on the Services, and offer users a license to use the template in exchange for a licensing fee.
2) Keyword Rockstar also offers to users a limited license to use a proprietary suite of software tools and wizards that allow the user to customize templates. This software may be offered on a limited free basis, on a free-trial basis, or on a subscription fee basis. Please review the specific terms of your applicable subscription for more details on any required payment.
II. USER ACCOUNTS, REGISTRATION, AND INFORMATION SUBMISSION
Registration. In order to utilize some of the Services, you must register and create an account. In order to create an account, you must complete the registration process by providing Keyword Rockstar, or a third-party engaged by Keyword Rockstar, with complete and accurate information as prompted by the registration form, including contact information, a username, and password. You shall protect your password and take full responsibility for your own and third party activities that occur under your account. You agree to notify Keyword Rockstar immediately of any unauthorized use of your account or any other breach of security. If you create an account on behalf of an entity, these Terms bind both you and the entity.
Refusal of Service. Keyword Rockstar reserves the right, with or without notice, to terminate the account of, or refuse service to, any persons that violate these Terms, violate any party's intellectual property rights, abuse other Website users, misuse the Website or its services, or otherwise engage in inappropriate conduct, as determined by Keyword Rockstar in its sole discretion.
III. MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES Keyword Rockstar reserves the right to change or modify any of the terms and conditions contained in these Terms or any policy governing the use of the Website or its services, at any time, by posting the new terms on the Website. The most current version of these Terms will be located on this page. You understand and agree that your access to or use of the Website is governed by the then-current Terms that are effective at the time of your access to or use of the Website. If we make material changes to these Terms, we will notify you by updating the "Updated" date indicated at the top of this page with the date that revisions to these Terms were last made. You should revisit these Terms on a regular basis as revised versions will be binding upon you. Any such modification will be effective upon our posting of such new Terms. You
understand and agree that your continued access to or use of the Website after the effective
date of modifications to the Terms indicates your acceptance of the modifications.
IV. PROPRIETARY RIGHTS
Keyword Rockstar expressly reserves all right, title, and interest in and to the Services and the Website's content, including any copyright, patent, or trademark or other intellectual property right, or federal or state right, pertaining thereto.
V. TEMPLATES; LICENSES License. The Website may allow users to purchase licenses to use templates created by third- party contributors. These third-parties (the "Contributors") create these templates and post the templates to the Services. Subject to, and in accordance with, these Terms, and conditioned upon proper payment, the applicable Contributor grants to You, and You accept from the Contributor, a non-exclusive and non-transferable limited license to use and modify the purchased template. The agreement you form regarding your template license is between you and the Contributor.
Some templates may contain photographs or other files obtained from other third-parties. If your purchased template contains a photograph or file licensed from another third-party, your purchase fee also provides you a non-exclusive and non-transferable limited license to use photograph or picture. However, the license to use that picture is subject to the terms and restrictions imposed by that third party.
Personal Use. You may only use the template or Services for your own personal use.
Prohibitions. You must not do, or permit others to do, any of the following regarding the templates: (a) remove or modify Keyword Rockstar's copyright notices, trademark, logo, legend or other notice of ownership from any templates, if applicable; or (b) rent or lease the template, in any form, to any third party.
Disclaimers. The templates are created by third-party Contributors, and not by Keyword Rockstar. Keyword Rockstar does not assume any responsibility for the content, design, or usefulness of the template. Any dispute you have regarding the template must be resolved between you the user and the Contributor. Keyword Rockstar does not necessarily review the contributed templates for accuracy, content, or legal compliance. A portion of the template license fee may be an administrative services fee paid to Keyword Rockstar.
The templates are provided "AS IS." Keyword Rockstar does not represent or warrant and expressly disclaims any warranty that (i) any information contained in the template or its description will be accurate, (ii) the template will be error-free or accessible at all times, (iii) defects will be corrected, (iv) the template or the server that makes it available, are free of viruses or other harmful component, or (v) the use or the results of the use of the template will be correct, accurate, timely, or otherwise reliable.
Keyword Rockstar does not endorse any Contributors, templates, products, or services described on the Services and does not warrant that any such products, services, or companies are available, will meet the user's needs, are appropriate for any particular use, or are of any certain quality. Likewise, Keyword Rockstar does not guarantee that any product, service, or company descriptions, reviews, portrayals, specifications, or the like are accurate. Under no circumstances will Keyword Rockstar be responsible for any loss or damage resulting from any person's reliance on any such product, service, or company descriptions, reviews, or specifications contained on the Website.
VI. KEYWORD ROCKSTAR SOFTWARE LICENSE License. In order to use some of the Services' functionality, you will need to access and use the Keyword Rockstar Software. The Software includes any software, tools, or related capabilities offered through the Website and the Services, including any software that allows users to customize templates. Subject to, and in accordance with, these Terms, and conditioned upon proper and continued payment if applicable, Keyword Rockstar grants to You, and You accept from Keyword Rockstar, a non-exclusive and non-transferable limited license to access the Software and the related Services. Keyword Rockstar reserves all rights not expressly granted to You hereunder. This license is automatically terminated if you violate any of these Terms.
Payment. Your use of the Software may be conditioned upon your payment to Keyword Rockstar for a subscription to use the Software. In other words, in order to access and use some Software and the related services that Keyword Rockstar offers, you must sign up and pay for a subscription to Keyword Rockstar Services. If you fail to make the required payments to Keyword Rockstar, or your subscription period ends, your license to use the Software is automatically revoked.
Keyword Rockstar may offer the Software, or a limited version thereof, in a limited free form, on a limited free-trial basis, or on a fee-based subscription basis. Please review the specific terms of your applicable subscription for more details on any required payment, the details of any free- trial offer, and the potential for additional purchases or fees for increased capabilities.
Personal Use. You may only use the Software or Services for your own personal use.
Prohibitions. You must not do, or permit others to do, any of the following: (a) modify the Software in any way, except as expressly permitted in these Terms; (b) remove or modify Keyword Rockstar's copyright notices, trademark, logo, legend or other notice of ownership from any originals or copies of the Software or Services; (c) rent, lease, distribute (or redistribute), provide or otherwise make available the Software, in any form, to any third party (including in any service bureau or similar environment); (d) use the Software or Services to process the data of third parties; or (e) use, install, or make available the Software, in whole or in part, through a wide area network including but not limited to World Wide Web sites, intranets, or Application Service Providers (ASP). In addition, You will not violate or attempt to violate the security of Keyword Rockstar's networks or servers, including (x) accessing data not intended for You or log into a server or account which You are not authorized to access; (y) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorization; or (z) attempting to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing.
Infringement. If a third party claims that the Software or the Services infringes its patent, copyright or trade secret, or any similar intellectual property right, Keyword Rockstar will defend You against that claim at Keyword Rockstar's expense and pay all damages that a court finally awards, provided that You promptly notify Keyword Rockstar in writing of the claim, and You allow Keyword Rockstar to control and You cooperate with Keyword Rockstar in, the defense or any related settlement negotiations. If such a claim is made or appears possible, You agree to permit Keyword Rockstar to modify the Software or Services in order to attempt to avoid such claims. If Keyword Rockstar determines that this alternative is not reasonably available, You agree to delete, uninstall, or return the Software on Keyword Rockstar's request, and without any further liability or obligation of Keyword Rockstar. Further, Keyword Rockstar shall have no obligation whatsoever for any claim based on Your modification of the Software or Your combination, operation, or use with any product, data or apparatus not specified or provided by Keyword Rockstar. THIS PARAGRAPH STATES KEYWORD ROCKSTAR'S ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
Maintenance or Support. Keyword Rockstar is not under any obligation to provide maintenance or support for the Software or Services. Keyword Rockstar may provide maintenance or support for the Software or Services in Keyword Rockstar's sole discretion.
Disclaimers Regarding Specifications and Templates. Keyword Rockstar does not guarantee that your computer possesses the specifications necessary to utilize the Software. Keyword Rockstar does not guarantee that any purchased templates are compatible with the Software.
VII. USER-GENERATED/THIRD-PARTY CONTENT Overview and Age Restrictions. The Services may, from time to time, allow users and third- parties to upload, post, or otherwise transmit user-generated content, including but not limited to comments, recommendations, pictures, reviews, images, and other forms of data or communications. ("User Content"). By submitting User Content, you represent that you are 13 years of age or older, and, if under the age of 19, you are either an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into these Terms and use the Services.
User Obligations and License; Intellectual Property. You alone own and are solely responsible for all User Content you post, upload, or otherwise transmit (collectively "Post") 4 through the Services and once Posted, it cannot always be withdrawn. You agree not to Post through the Services any User Content which is false, defamatory, infringes upon another party's intellectual property, or is otherwise illegal. By Posting User Content on the Services, you warrant and represent that you have the right to post such information and that such information is truthful and accurate.
By Posting User Content, you automatically grant, and warrant and represent that you have the right to grant, Keyword Rockstar a perpetual, irrevocable, royalty-free, worldwide, non- exclusive, assignable, sublicensable, transferable license to use, copy, perform, display, and distribute such User Content for any purpose and to prepare derivative works of, or incorporate into other works, such User Content.
You assume all risks associated with your Posted User Content on the Services, including anyone's reliance on its quality or reliability. By Posting User Content you may expose yourself to liability if, for example, your Posted User Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
Rules of Conduct. In addition to all other obligations and terms stated in these Terms, you agree to abide by any rules of conduct or community guidelines posted on the Website. Keyword Rockstar reserves the right to exclude or suspend any user who violates these rules of conduct, and reserves the right, but does not undertake an affirmative obligation, to remove, screen or edit any content which is contrary to these rules without prior notice. User Content does not necessarily reflect the opinion of Keyword Rockstar.
Communications Decency Act. As provided in 47 U.S.C. § 230(c)(1), Keyword Rockstar is only a distributer, and not the publisher or speaker, of any User Content. As such, Keyword Rockstar cannot be held liable for making available any User Content which may be false or inaccurate. Any information or opinions contained in the User Content made available through the services are those of their respective authors alone. Keyword Rockstar does not guarantee the accuracy, completeness, or truthfulness of any User Content. Under no circumstances will Keyword Rockstar be responsible for any loss or damage resulting from any person's reliance on any User Content.
Reservation of Rights. Subject to Section VIII below, regarding the DMCA, Keyword Rockstar reserves the right to remove or not remove any User Content from the Services for any reason or no reason at all, in Keyword Rockstar’s sole discretion. This reservation includes the exclusive right to decide whether to publish, withdraw, postpone, or alter any User Content. Keyword Rockstar reserves the right, but does not undertake any affirmative obligation, to screen, monitor, or filter User Content.
Information Storage and Access. Keyword Rockstar reserves the right, in its sole discretion, to determine whether and how long to store User Content and user data. Keyword Rockstar will not be responsible for any liability related to the deletion or removal or any data or content maintained on the Website or Keyword Rockstar's servers.
Suggestions. By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Keyword Rockstar and its users any claims and assertions of any rights, whether intellectual property rights or otherwise, contained in such Feedback.
VIII. DIGITAL MILLENNIUM COPYRIGHT ACT
Keyword Rockstar respects the intellectual property rights of others and complies with safe harbor provisions of the Digital Millennium Copyright Act (“DMCA”). Anyone who believes that their work has been reproduced on the Website in a way that constitutes copyright infringement may notify Keyword Rockstar’s copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:
1. Identification of the copyrighted work that you claim has been infringed;
2. Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Website so that the copyright agent can locate it;
3. Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and
4. A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.
Notifications of claimed infringement should be forwarded to:
DMCA Agent: Troy F. Meyerson
Fraser Stryker PC LLO
409 S. 17th Street
Omaha, NE 68102
If you give notice of copyright infringement by e-mail, Keyword Rockstar’s copyright agent may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail, or as an attachment to your e-mail, before we are required to take any action. Keyword Rockstar reserves the right, in its sole discretion, to terminate accounts for users that are deemed to be repeat copyright infringers.
IX. PAYMENT AND REFUND POLICY
As noted above, you may choose to purchase a template from a third-party Contributor. You may also choose to purchase a fee-based premium subscription to use the Keyword Rockstar Software. If you purchase a template license or any of Keyword Rockstar's premium services, or any other product or service available for purchase through the Services ("Premium Services"), then you consent to Keyword Rockstar storing your payment information. You agree to pay the applicable fees for the Premium Services as they become due and to reimburse Keyword Rockstar for all collection costs and interest. The failure to pay may result in the termination of your account or subscription. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. Keyword Rockstar does not guarantee refunds for lack of usage or dissatisfaction. Prices are subject to change. Keyword Rockstar does not guarantee any refunds for any purchases made through the Services.
X. THIRD-PARTY SERVICES The Website or its Services may use or provide access to one or more third-parties to process payments, process account or user registrations, or provide other services. The use of such third- party services are subject to the third-party's terms of service. Any disputes arising regarding a third-party's services must be resolved directly between user and the third-party. Keyword Rockstar disclaims all warranties or representations regarding any third-party services.
XI. REPRESENTATIONS, WARRANTIES, OR DISCLAIMERS Keyword Rockstar does not represent or warrant and expressly disclaims any warranty that (i) any information provided by the Services will be accurate, (ii) the Services will be error-free or accessible at all times, (iii) defects will be corrected, (iv) the Services or the server that makes them available, are free of viruses or other harmful component, or (v) the use or the results of the use of the Services will be correct, accurate, timely, or otherwise reliable.
Further, Keyword Rockstar expressly disclaims any representation or warranty relating to any products, services, or companies displayed, described, advertised, reviewed, recommended, linked to, or pictured on the Website. Keyword Rockstar does not endorse any such products, services, or companies and does not warrant that any such products, services, or companies are available, will meet the user's needs, are appropriate for any particular use, or are of any certain quality. Likewise, Keyword Rockstar does not guarantee that any product, service, or company descriptions, reviews, portrayals, specifications, or the like are accurate. Under no circumstances will Keyword Rockstar be responsible for any loss or damage resulting from any person's reliance on any such product, service, or company descriptions, reviews, or specifications contained on the Website.
THE WEBSITE AND ITS SERVICES ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY KEYWORD ROCKSTAR EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE WEBSITE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY W ARRANTIES CREA TED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. KEYWORD ROCKSTAR DOES NOT WARRANT THAT THIS WEBSITE'S SERVICES WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION, PRODUCTS, OR SERVICES PROVIDED THROUGH THE WEBSITE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
If you access the Website or any of its related services through a mobile device, your wireless service carrier may charge you data rates and related fees.
XIII. COMPLIANCE AND PROHIBITED ACTIONS You will not use the Website or its services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third-parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy, rights of celebrity, or other federal or state law, rule, or regulation.
XIV. INDEMNIFICATION You agree to indemnify, hold harmless and defend Keyword Rockstar, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against Keyword Rockstar or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) incurred by Keyword Rockstar or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of these Terms, (ii) your posting of User Content, (iii) your use of the Services, or (iv) your unauthorized use of the Services. In such a case, Keyword Rockstar will provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. Keyword Rockstar reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
XV. LIMITATIONS OF LIABILITY KEYWORD ROCKSTAR WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY (A) INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, (B) LOSS OF PROFITS, (C) LOSS OF DATA OR INFORMATION, OR (D) REPUTATIONAL HARM, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF KEYWORD ROCKSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, KEYWORD ROCKSTAR 'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (1) THE AGGREGATE FEES PAID BY YOU FOR THE WEBSITE'S SERVICES DURING THE PREVIOUS SIX MONTHS, OR (2) ONE HUNDRED AND 00/100 DOLLARS ($100). YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE, RELATED SERVICES, OR ANY OTHER GRIEV ANCE SHALL BE YOUR TERMINA TION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE WEBSITE
XVIII. SPECIAL ADMONITIONS FOR INTERNATIONAL USE Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and to comply with any other local laws affecting the transmission or posting of content or affecting the privacy of persons.
XIX. APPLICABLE LAW AND VENUE These Terms shall be governed by and construed under the laws of the state of Georgia without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Georgia law, rules, and regulations, Georgia law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in the State of Georgia. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms. The services provided by Keyword Rockstar hereunder are controlled by U.S. Export Regulations, and they may not be exported to or used by embargoed countries or individuals. Any notices to Keyword Rockstar must be sent to:
Keyword Rockstar Inc.
7380 Spout Springs Rd.
Flowery Branch, GA 30542
via first class or air mail or overnight courier, and are deemed given upon receipt.
XX. MISCELLANEOUS These Terms (including any amendment agreed upon by the parties in writing) represent the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of these Terms are held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. The relationship between Keyword Rockstar and you is not one of a legal partnership relationship, but is one of independent contractors. These Terms shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Keyword Rockstar may be contacted at any of the following:
Keyword Rockstar Inc.
7380 Spout Springs Rd.
Flowery Branch, GA 30542