Last updated: August 14, 2014
Company Intellectual Property
For certain aspects of the Sites, you may be asked to register an account. In the event you agree to register an account, you will select or receive a username and password upon providing registration information and successfully completing the registration process. This account is personal to you, and you will not share it or allow any other person to utilize your account. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify Sourcely if (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You also agree that you will provide truthful and accurate information during the registration process. Sourcely may refuse to grant a particular username to you for any reason, including, without limitation, our belief that such username impersonates someone else, is protected by trademark or other proprietary right or is vulgar or otherwise offensive.
You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored on the Sites in connection with your use of the Content and Services (“User Content”). Sourcely is not responsible for User Content. By posting User Content on the Sites, you hereby grant to Sourcely a transferable, nonexclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense and create derivative works and compilations incorporating such User Content.
(a) You may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent. Commercial Products sold using the Content and Services or Subscription Materials must comply with all applicable laws, including those that are applicable for Commercial Products sold to individuals outside of the United States. Items identified as “not for distribution within the United States” may not be sold using the Sites.
(b) You may not offer or sell Commercial Products that infringe or have the potential to infringe upon the intellectual property rights or proprietary rights of another party.
(c) You may not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.
(e) You may not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon the privacy of another or that may be libelous, slanderous or otherwise defamatory.
(f) You may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.
You hereby represent, warrant and agree to all of the following:
(a) You are at least 18 years of age.
(b) The email address provided in your account registration is valid at all times and you will keep your contact information accurate and up-to-date.
(c) You will not use the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites for any unlawful purposes or to conduct any unlawful activity, including, without limitation, fraud, embezzlement or money laundering.
(d) You will not use the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites if you are located in a country embargoed by the United States, or are on the United States Treasury Department’s list of Specially Designated Nationals.
(e) You will not use the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites to impersonate another person.
(f) You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Sourcely without our express written permission.
(g) You may not send unsolicited messages (also known as junk mail or SPAM) to promote the Sites.
(h) You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites.
(i) You may not upload individual files larger than 20MB
(j) You may not send messages using the Sites or any of the Content and Services or Subscription Materials that do not correctly identify the sender, and you may not alter the attribution of origin in electronic mail messages or postings on the Sites.
(k) You will not share your password, let anyone else access your account or do anything that might jeopardize the security of your account with any of the Sites.
(l) You will not attempt to or access the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites by any means other than through the interfaces provided by Sourcely.
(m) You will not attempt to or actually override any security component included in or underlying the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites.
(n) You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable burden on our infrastructure.
(o) You will not publish content, or links to content, that is:
(i) Pornographic, sexually explicit or violent;
(ii) Illegal (including, without limitation, stolen or copyrighted material and material that infringes upon or has the potential to infringe upon the intellectual property rights of another);
(iii) Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous; or
(p) You will not publish content that is or may be considered SPAM, is machine- or randomly-generated or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).
(q) You verify that your country of residence is the same as your billing address.
Sourcely may determine, in its sole discretion, whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites. If Sourcely reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated. We may also report you to law enforcement officials in the appropriate jurisdictions.
You may enter into an agreement with Sourcely for the Subscription Materials. At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. You may cancel your account by emailing help@Sourcely.com or calling 480-559-9910.
Only services and features on the Sites clearly indicated as "free" or "no charge" are free or without charge. It is not the responsibility of Sourcely to provide free support for you in the use and operation of the Sites. All other applications, features, functionality and support provided by Sourcely and its partners are provided for the fees described for each on the Sites or in applicable agreements we may have with you and you are liable for such fees. If you purchase any Content and Services or Subscription Services we offer for a fee, you agree to Sourcely, or any of our third party service providers, storing your payment information.
If you subscribe for the Subscription Materials, you expressly agree that we are authorized to use your payment information to charge you a monthly subscription fee, the amount of which shall be posted on the Website, along with any applicable taxes. That subscription fee may, from time to time, be increased or decreased. We will use our best efforts to notify you of any such increase or decrease by sending you an email to the email address you provided us when establishing your account. Notwithstanding the immediately preceding sentence, you agree that 30 calendar days after we post any change to the subscription fee, we are authorized to use your payment information to charge you that new amount.
You also agree that we or any of our licensees operating a Hosted Website may use your payment information to charge you for any Content and Services you purchase through any of the Hosted Websites, plus any applicable taxes, or for reimbursement for all collection costs and interest for any overdue amounts owed in connection with any purchased Content and Services or Subscription Materials. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees.
You take full responsibility for all taxes and fees of any nature, including any sales taxes, associated with the purchase of any Commercial Products. Sourcely shall not be liable for any taxes or other fees associated with the Commercial Products. When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as part of the Content and Services or Subscription Materials that estimate the taxes owed in connection with any transaction are for illustration purposes only.
Sourcely uses reasonable efforts to maintain the Sites, but Sourcely is not responsible for any defects or failures associated with the Sites, any part thereof, any content posted on the Sites or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures. The Sites may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Sourcely may undertake from time to time; or (c) causes beyond the control of Sourcely or that are not foreseeable by Sourcely.
Content and Services or Subscription Materials may be terminated by us, without cause, at any time. Content and Services or Subscription Materials may be terminated by you, without cause, by following the cancellation procedures set forth in the “Fees” section above. Sourcely may terminate the Content and Services or Subscription Materials at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable thereto. If we terminate Subscription Materials for which you have paid a monthly fee and owe no fines, interest or other fees related thereto, we will refund you a pro rata amount of the subscription payment you made for the month in which we terminated the Subscription Materials. Notice of termination of the Content and Services or Subscription Materials by Sourcely may be sent to the contact email associated with your account. Upon termination, Sourcely has the right to retain or delete all data, files or other information that is stored in your account.
Errors and Access to the Sites
YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN ANY SITE YOU OPERATE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS AND ELECTRONIC PAYMENT PROCESSING. SOURCELY WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT SOURCELY MAY, BUT IS NOT REQUIRED OR OBLIGATED TO, MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:
TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE SITES AND THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, SOURCELY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, NEITHER SOURCELY NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITES, THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES SOURCELY OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS OR ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF ANY OF THE SITES AND YOUR RELIANCE UPON THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES IS AT YOUR SOLE RISK. IN ADDITION, SOURCELY IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE WEBSITE TO ANYONE.
IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. NONE OF THE SERVICES OFFERED THROUGH THE WEBSITE PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.
SOURCELY AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITES, THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS OR ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES OUTSIDE THE UNITED STATES, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER SOURCELY NOR ANY THIRD-PARTY PROVIDERS, LICENSORS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE, IT’S SERVERS THE MATERIALS OR THE SERVICES OR ANY EMAIL SENT FROM ANY OF THE SITES OR ANY THIRD-PARTY PROVIDERS, LICENSOR, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SOURCELY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE ANY OF THE SITES, ANY CONTENT OR SERVICES, SUBSCRIPTION MATERIALS, OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES OR COMMERCIAL PRODUCTS PURCHASED THROUGH ANY OF THE SITES (THE “PURCHASED ITEMS”); (B) THE COST OF PROCUREMENT OF SUBSTITUTES FOR THE PURCHASED ITEMS; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE SITES, ANY CONTENT OR SERVICES, SUBSCRIPTION MATERIALS OR PURCHASED ITEMS. IF YOU ARE DISSATISFIED WITH ANY OF THE SITES, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE THE PROCEDURES SET FORTH IN THE “FEES” SECTION ABOVE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOURCELY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR SELLING OR PURCHASING THE PURCHASED ITEMS.
Governing Law and Other Miscellaneous Terms
(c) The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
(e) In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of Sourcely, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Site or any content used or displayed through the Site.
(h) Any amendment to or waiver of this Agreement must be made in writing and signed by us.