Toufee reserves the right to modify or amend this Agreement at any time, for any reason, at Toufee's sole discretion. The most recent version of this Agreement will be posted at www.toufee.com. It is your responsibility to keep yourself informed of any changes or modifications to this Agreement. If you object or disagree with any terms and conditions of this Agreement or any subsequent modifications posted in any way, your must immediately: (1) discontinue use of the service; (2) cancel your account; and (3) notify Toufee of termination.
2. User Account and Password
Upon registering with Toufee, you will create an Account with Toufee by providing your email address (your "login") and password. You are responsible for maintaining the confidentiality of your Account. You are entirely and solely responsible for any and all activities that occur under your Account. You agree to immediately notify Toufee of any unauthorized use of your account or any other breach of security known to you.
3. Website Use:
a. By using the Website, you may submit your own Content or make use of the Content available at the Website. The word Content encompasses without limitation photos, artwork, data, images, sounds, vidoes and files owned, controlled by you, which you have provided or made available to Toufee under this Agreement, and/or is available at the Website for users to create toufee movies or presentations (collectively the "Content"). You may also share your Content and invite other users to view your Content. You are solely responsible for your conduct and the Content that you submit, post, and display on your Toufee Movies.
b. By using the Website, you agree not to: post, email, transmit, distribute or otherwise make available messages or Content that is harmful to minors in any way; make or provide instructional information about illegal activities such as making or buying illegal weapons or illegal substances; violate a third party's privacy, create computer viruses, attempt to gain unauthorized access to websites' database or other computer systems; attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Toufee.com in connection with Website; engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Website; use any portion of the Website for any unlawful purpose whatsoever.
c. You fully understand that the comments of others displayed, posted and used in connection with your Content as used herein ("Third Party Comments"), may be disparaging, defamatory, embarrassing, or otherwise be of an unfavorable nature and may expose you to public ridicule, humiliation or condemnation. Toufee expressly disclaims any liability for any Third Party Comments. You acknowledge and agree that Toufee shall have the right (a) to include any Third Party Comments on the Website and in any and all forms of advertising, promotion, and publicity for the Content (the "Advertisements"), and (b) to broadcast and otherwise exploit the Content and the Advertisements containing Third Party Comments in any manner, by any method, and in any and all media, whether currently existing or hereafter developed, as long as such Content is included on the system. You expressly and hereby forever waive and relinquish all so-called "moral rights (droit moral)" associated therewith.
d. By using the Website, you agree not to exceed the 50 GB bandwidth cap per account per month. This include all the bandwidth required for images, sounds, texts and effects used in all your movies in any given month. If You exceed this allocated quota your movies will start showing a "bandwidth exceeded" notice.
4. Intellectual Property Ownership and Your Content
A. You represent and warrant that you have all necessary rights to post your Content on the Website for use on the Website and that you own, control or have the licenses, consents and permission to use the Content, materials and intellectual property therein. Further, your Content: (a) does not violate any law or regulation; (b) does not infringe in any manner any rights of any third party; (c) does not breach any duty toward or rights of any person or entity, including, without limitation, rights of publicity or privacy, or have not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) does not contain material or information constituting libel, slander or defamation, or that is obscene or threatening or otherwise invades the rights of any third party; and (e) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept, or expropriate any system data or personal information.
B. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Toufee all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Toufee or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person. Toufee does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Toufee expressly disclaims any and all liability in connection with User Submissions. Toufee does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Toufee will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. Toufee reserves the right to remove Content and User Submissions without prior notice. Toufee will also terminate a User's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. Toufee also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Toufee may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
5. WARRANTY DISCLAIMERS
YOU EXPRESSLY AGREE THAT YOUR USE OF OR INTERACTION WITH TOUFEE IS AT YOUR OWN RISK. THE TOUFEE WEBSITE, INDICES AND SEARCH ENGINES AND YOUR USE THEREOF ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER TOUFEE, ITS AFFILIATES, NOR ANY OF ITS OFFICERS, DIRECTORS, PARENT, AFFILIATED COMPANIES, INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, CONTRACTORS, OR THIRD-PARTY SERVICE PROVIDERS NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATED COMPANIES, OR AGENTS MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE TOUFEE WEBSITE INDICES AND SEARCH ENGINES. TOUFEE HEREBY DISCLAIMS ON BEHALF OF ITSELF AND AFFILIATES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION (1) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF OR INCLUDED IN THE TOUFEE SEARCH INDICES OR AS TO THE INFORMATION, PRODUCTS, OR SERVICES AVAILABLE FROM OR THROUGH THE TOUFEE SEARCH INDICES, OR AS TO ANY SITES LINKED THERETO OR THEREFROM; AND (2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, OR COURSE OF PERFORMANCE.
6. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW AND EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS IN SECTION 7, UNDER NO CIRCUMSTANCES WILL TOUFEE, TOUFEE AFFILIATES BE LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE, THE CONTENT, POSTING, TRANSMITTING OR DISTRIBUTING THEREFROM IN ANY MANNER WHATSOEVER EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER OR NOT BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
You will defend, indemnify and hold harmless toufee and toufee affiliates from and against all claims, liabilities, allegations, suits, actions, investigations, judgments, deficiencies, settlements, inquiries, demands, or other proceedings (each a "Claim") made or brought by any third party against any of the Indemnitees, including without limitation reasonable legal fees and expenses, in connection with (i) your breach of any representation or warranty in this Agreement, or (ii) any claim or allegation that your Content and intellectual property contained in your Content contain any material or information that is obscene, defamatory, libelous, slanderous, or that is threatening or otherwise invades the rights of any third party. Toufee shall provide you with prompt notice of any indemnifiable Claim. You understand and agree that neither Toufee and Toufee affiliates intends, or will be required, to edit or review for accuracy, onwership or appropriateness any of your Content.
8. Ownership Rights of the Website
Toufee owns and retains all right, title, and interest in and to the Website and worldwide properties, software, products, services, sites and pages, including, without limitation, those that exist now or later developed, that are developed in whole or in part by, with or for Toufee or its Affiliates, and any other formatting, editorial guidelines, user guidelines, or other similar materials, and any other intellectual property relating to any of the foregoing, provided by Toufee pursuant to this Agreement (the "Toufee Intellectual Property"). Toufee, and/or its affiliates will own any derivative works or improvements created under the Agreement that are based upon or that incorporate your Content excluding the Content itself.
b. You understand that Toufee is in compliance with all terms of the Digital Millennium Copyright Act of 1998 (the "DMCA"), 17 U.S.C. §512 et seq. Toufee shall have the right, as per §512 of the DMCA, with appropriate notice to remove, take down or otherwise disable your Content that is claimed to be infringing, irrespective of whether your Content is ultimately determined to be infringing. You agree that Toufee shall be in compliance with §512 (c) (2) of the DMCA by sending written notice to your last known email and U.S. mailing address detailing the alleged infringement. Upon notice, Toufee shall have the right to remove your Content. You may respond to the takedown by submitting a written counter notice to Toufee at firstname.lastname@example.org if you feel wrongly accused of posting infringing material. Pursuant to Section 512(g)(3) of the DMCA, the counter notice must include:
i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Toufee without restriction.
The Agreement shall be governed by the Laws of India. The Courts of law at Delhi/New Delhi shall have exclusive jurisdiction over any disputes arising under this agreement.
You agree that: (i) the Toufee Website shall be deemed solely based in New Delhi; and (ii) the Toufee Website shall be deemed a passive website that does not give rise to personal jurisdiction over Toufee, either specific or general, in jurisdictions other than New Delhi. These Terms of Service shall be governed by the internal substantive laws of the State of New Delhi, without respect to its conflict of laws principles. Any claim or dispute between you and Toufee that arises in whole or in part from the Toufee Website shall be decided exclusively by a court of competent jurisdiction located in New Delhi. These Terms of Service, together with the Privacy Notice at http://www.toufee.com/privacy.html and any other legal notices published by Toufee on the Website, shall constitute the entire agreement between you and Toufee concerning the Toufee Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Toufee's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Toufee reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Toufee Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND TOUFEE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TOUFEE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.