Terms of Use

(effective 10/04/2019)

 

1. Your Acceptance

     A. By using or visiting the Improvyze website, its software, data, and services provided to you through the Improvyze

          website (collectively the “Service”) you signify your agreement to (1) these terms and conditions (the “Terms of Use”), 

          and (2) Improvyze’s Privacy Policy found at http://www.improvyze.com/privacy-policy and incorporated herein by

          reference. If you do not agree to any of these terms, or the Improvyze Privacy Policy, please do not use the Service.

     B. Although we may attempt to notify you when major changes are made to the Terms of Use, you should periodically

          review the most up-to-date version on the Improvyze website. Improvyze may, in its sole discretion, modify or revise

          these Terms of Use and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in 

          these Terms of Use shall be deemed to confer any third-party rights or benefits.

 

2. Service

     A. These Terms of Use apply to all users of the Service, including users who are also contributors of Content on the

          Service. “Content” includes the text, software, scripts, graphics, photos, visual combinations, interactive features and

          other materials you may view on, access through, or contribute to the Service. The Service includes all aspects of

          Improvyze, including but not limited to all products, software and services offered via the Improvyze website.

     B. The Service may contain links to third party websites that are not owned or controlled by Improvyze. Improvyze has no

          control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In

          addition, Improvyze will not and cannot censor or edit the content of any third-party site. By using the Service, you

          expressly relieve Improvyze from any and all liability arising from your use of any third-party website.

     C. Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and

          privacy policy of each other website that you visit.

 

3. General Use of the Service – Permissions and Restrictions      

    Improvyze hereby grants you permission to access and use the Service as set forth in these Terms of Use, provided that:

     A. You agree not to distribute in any medium any part of the Service or the Content without Improvyze's prior written

          authorization, unless Improvyze makes available the means for such distribution through functionality offered by the

          Service.

     B. You agree not to alter or modify any part of the Service.

     C. You agree not to use the Service for any of the following commercial uses unless you obtain Improvyze's prior written

          approval:

          a. the sale of access to the Service;

          b. the sale of advertising, sponsorships, or promotions placed on or within the Service or Content; or

          c. the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or website containing    

              Content delivered via the Service, unless other material not obtained from Improvyze appears on the same page and

              is of sufficient value to be the basis for such sales.

     D. In your use of the Service, you will comply with all applicable laws.

     E. Improvyze reserves the right to discontinue any aspect of the Service at any time.

 

4. Your Use of Content

     In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of 

     Content.

     A. The Content on the Service, and the trademarks, service marks and logos ("Marks") on the Service, are owned by or

          licensed to Improvyze, subject to copyright and other intellectual property rights under the law.

     B. Content is provided to you AS IS. You may access Content for your information and personal use solely as intended

          through the provided functionality of the Service and as permitted under these Terms of Use. You shall not download

          any Content unless you see a “download” or similar link displayed by Improvyze on the Service for that Content. You

          shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any

          other purposes without the prior written consent of Improvyze or the respective licensors of the Content. Improvyze and

          its licensors reserve all rights not expressly granted in and to the Service and the Content.

     C. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that

          prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.

     D. You understand that when using the Service, you will be exposed to Content from a variety of sources, and that

          Improvyze is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such 

          Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive,

          indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you

          have or may have against Improvyze with respect thereto, and, to the extent permitted by applicable law, agree to

          indemnify and hold harmless Improvyze, its owners, operators, affiliates, licensors, and licensees to the fullest extent

          allowed by law regarding all matters related to your use of the Service.

 

5. Warranty Disclaimer

     YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT   

     PERMITTED BY LAW, IMPROVYZE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL

     WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. IMPROVYZE

     MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S 

     CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY

     FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE,

     OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY

     UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION

     AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION

     TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE

     TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN

     ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY

     CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. IMPROVYZE

     DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE

     ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR

     FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND IMPROVYZE WILL NOT BE A PARTY TO OR IN ANY WAY

     BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF

     PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN

     ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

6. Limitation of Liability

     IN NO EVENT SHALL IMPROVYZE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR

     ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER

     RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR

     PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR

     SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL

     PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR

     CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE

     LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY

     ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT

     OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE

     SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER

     OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF

     LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

     YOU SPECIFICALLY ACKNOWLEDGE THAT IMPROVYZE SHALL NOT BE LIABLE FOR CONTENT OR THE

     DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR

     DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

 

     The Service is controlled and offered by Improvyze from its facilities in the United States of America. Improvyze makes no

     representations that the Service is appropriate or available for use in other locations. Those who access or use the Service

     from other jurisdictions do so at their own volition and are responsible for compliance with local law.

 

7. Indemnity

     To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Improvyze, its parent

     corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses,

     liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access

     to the Service; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including

     without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third

     party. This defense and indemnification obligation will survive these Terms of Use and your use of the Service.

8. Ability to Accept Terms of Use

     You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian

     consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations,

     and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. In any case, you

     affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of

     age, then please do not use the Service. There are lots of other great web sites for you. Talk to your parents about what

     sites are appropriate for you.

 

9. Assignment

     These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may

     be assigned by Improvyze without restriction.

10. General

     You agree that: (i) the Service shall be deemed solely based in Pennsylvania; and (ii) the Service shall be deemed a

     passive website that does not give rise to personal jurisdiction over Improvyze, either specific or general, in jurisdictions

     other than Pennsylvania. These Terms of Use shall be governed by the internal substantive laws of the State of

     Pennsylvania, without respect to its conflict of laws principles. Any claim or dispute between you and Improvyze that arises

     in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Allegheny

     County, Pennsylvania. These Terms of Use, together with the Privacy Policy at http://www.improvyze.com/privacy-policy

     and any other legal notices published by Improvyze on the Service, shall constitute the entire agreement between you and

     Improvyze concerning the Service. If any provision of these Terms of Use 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 Use,

     which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or

     continuing waiver of such term or any other term, and Improvyze's failure to assert any right or provision under these 

     Terms of Use shall not constitute a waiver of such right or provision. Improvyze reserves the right to amend these Terms of

     Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of

     the Service following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms.

    

     YOU AND IMPROVYZE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST

     COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION      IS PERMANENTLY BARRED.

© 2020 Improvyze LLC. All Rights Reserved. DUNS: 122230463. PA: 6974462.