Effective: February 1, 2020
- 1 Site Ownership and Background
- 2 Content License and Restrictions
- 4 Site Monitoring
- 5 Your Content and Information
- 6 Links to and/or from the Site
- 7 Logins and Passwords
- 8 Electronic Agreement
- 9 Indemnity
- 10 No Warranty
- 11 Limitations on Liability
- 12 General Limitation of Liability
- 13 Confidentiality
- 14 Sanctions Procedures
- 15 Independent Parties
- 16 Termination
- 17 Notices
- 18 Governing Law and Jurisdiction
- 19 Force Majeure
- 20 Entire Agreement
- 21 Assignment
- 22 Miscellaneous
Site Ownership and Background
The Site contains certain pages providing content, information and educational materials regarding computer software products (collectively, "Content").
This Site is owned by Team Forbidden, LLC. ("Team Forbidden"). Users of the Site use the Site to view information about software-related products and services that are offered by Team Forbidden and may submit information to Team Forbidden regarding its use of the products and services. The products include downloadable software (the "Software"), the use of which is subject to a separate license.
Participation in the Site as a Site User does not provide You with any ownership right in this Site, except as expressly provided in these Site Terms and Conditions. Except as otherwise expressly provided herein, all intellectual property rights associated with this Site - including, without limitation, Site presentation, Site organization and structure, visuals and graphics; user navigation; programming; software code; manuals; guides; software information; any copyrighted, trademarked and patented information and processes - are retained and reserved by Team Forbidden.
Content License and Restrictions
The Content provided in the Site represents valuable proprietary and intellectual property. Such Content is protected by any and all applicable international, federal, and state laws, rules, orders and regulations relating to intellectual or proprietary property. You shall not reproduce, distribute, derivatives of, copy, publish, sell, or license any such Content, except as expressly permitted in these Site Terms and Conditions. Team Forbidden grants You the limited, non-assignable, non-transferable license to display and print a single copy of such Content, other than the Software, in connection with Your use of the Site for Your own internal use so long as You maintain and abide by any trademark, copyright or other proprietary notices on the Content and that are provided in these Site Terms and Conditions. Other than as specifically directed and allowed on the Site, any attempt to download, or to print, publish or maintain a significant portion of Content from the Site, to distribute copies of such Content, to modify or reuse the Content or to otherwise exploit the Content in violation of the intellectual property or proprietary rights of Team Forbidden or others is strictly prohibited by these Site Terms and Conditions. Except as expressly permitted in this Section, You shall have no right to use any brand, logo, trademark or other mark of Team Forbidden or any Team Forbidden subsidiary or business division, without the express written permission of an authorized Team Forbidden representative.
Use of the Site
You may not use the Site for any unlawful purpose or in any way that might harm, cause injury or other damage or disparage any other party. Without limiting the preceding sentence and by way of example,
You may not:
- Create a false identity or impersonate another for the purpose of misleading others as to the identity of the sender or the origin of a message, including, but not limited to, providing misleading information to any feedback system employed through the Site;
- Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programs;
- Interfere with or disrupt the Site, networks or servers connected to the Site or violate the regulations, policies or procedures of such networks or servers;
- Attempt to gain unauthorized access to the Site, logins and passwords of others, or computer systems and networks connected to the Site;
- Permit anyone other than Your authorized agent to gain access to or use the Site on Your behalf, or Your logins and passwords;
- Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret right, publicity right, confidential information right, copyright or other proprietary or contractual rights of any party;
- Use the Site in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations or any judgments or court orders to which You are subject; or
- Reverse engineer, decompile or disassemble the Site or any of the software that is a part of the Site, including but not limited to the Software.
Without serving as limitation, You will:
- Comply with all notices, instructions and rules posted on the Site; and
- Implement all Internet access and all security procedures required to use the Site at Your sole expense.
- Comply with all applicable federal, state and local laws, statutes and regulations in the performance of Your obligations under these Site Terms and Conditions.
Your Content and Information
Team Forbidden shall claim intellectual property rights ownership in any original content and information You create and subsequently submit, provide or post to the Site, including without limitation any information or content You transmit by e-mail to Team Forbidden or others or that You post in the "Wiki" area ("User Content"). Team Forbidden retains and reserves all intellectual property rights for such materials that contain pre-existing Team Forbidden materials or information, such as Team Forbidden product information or software code, among other things. You agree that You are solely responsible and liable for User Content, including among other things for the accuracy, completeness, legality and integrity of User Content. You also represent and warrant that the User Content (i) is true, current, correct, and complete; (ii) does not violate any contract, law, rule, order, judgment or regulation to which the User Content may be subject; and (iii) does not contain links, descriptions, terms, directions, signals or messages that could lead to a circumvention of sales revenue or fees, if any, due Team Forbidden for transactions that result from or arise out of the Site. You also represent and warrant that You have provided Team Forbidden with all necessary rights to display, publish and make the User Content available through the Site. By submitting, transmitting, or posting content or information to the Site, You grant Team Forbidden exclusive, licensable, worldwide, perpetual, royalty-free, and irrevocable rights and licenses to exercise all copyright and publicity rights with respect to User Content (and in addition, any other rights necessary to display the User Content on the Site) and to use the User Content in providing products and services to You at Your request.
Links to and/or from the Site
From time to time, the Site may contain links to third-party Web sites not controlled by Team Forbidden. Team Forbidden provides such links as a convenience to You, and in no way endorses such third party sites. You acknowledge and agree that Team Forbidden is not responsible and shall not have liability for any aspect of the information or content contained on any third party sites accessible or linked to the Site. You shall not "frame" or "mirror" or otherwise provide through the Internet or other means to others any content or information contained on or accessible from the Site without the prior written approval of Team Forbidden and its applicable licensors.
Logins and Passwords
The Site requires You to enter a unique login and passwords ("Login and Password Information") in order to access certain areas of the Site. You are solely responsible and liable for maintaining the privacy and security of the Login and Password Information and therefore You will be solely responsible and liable for all actions on the Site that occur through the use of the Login and Password Information. You shall immediately notify Team Forbidden in writing by e-mail to [email protected] of any potential breaches of secrecy of the Login and Password Information. In the event of the departure of any employee with access to the Login and Password Information it is Your duty and responsibility to reset the Password Information and change the e-mail address associated with all website services.
At different points on the Site, You may be prompted by a notice indicating that continuation with a particular process, submission or transmission of data, or otherwise taking some affirmative action such as clicking a particular button shall constitute Your Electronic Agreement. "Electronic Agreement" shall mean that You have indicated consent or agreement to any electronically displayed terms and conditions by using electronic means. You agree that (i) You shall be legally obligated and bound, as by any other contract that binds You, by any electronic terms and conditions for which You give indication of acceptance or assent to agree to or be bound by using an Electronic Agreement; and (ii) the Electronic Agreement shall be deemed to satisfy all applicable legal requirements for a writing and for execution, including without limitation the requirements for introduction of the execution of an original writing into evidence in a court of law ("Legal Requirements"). You waive and agree not to assert any defense or assertion that the Electronic Agreement does not satisfy any of the Legal Requirements or that the Electronic Agreement is not a valid execution of a binding agreement. Team Forbidden will maintain all appropriate records of Your Electronic Agreements as solely determined by Team Forbidden. Team Forbidden makes no representation, warranty or other guarantee regarding the enforceability of such Electronic Agreements in any jurisdiction and specifically reserves the right, for itself and other users of the Site, to require Your written signature if it deems such signature is useful or necessary to create a binding agreement in any particular jurisdiction or setting.
You shall defend, indemnify and hold Team Forbidden, and its respective directors, officers, employees, agents and contractors harmless from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to reasonable attorney and accounting fees) arising out of or resulting from all demands, lawsuits, claims, causes of action, and proceedings ("Claims") arising from or in any way relating to each of the following: (i) Your use of the Site, (ii) User Content that You submit, post, or otherwise transmit to the Site, including without limitation via email to Team Forbidden, (iii) Your violation of these Site Terms and Conditions, or (iv) misuse of the Site by You or any of Your employees, contractors or agents. Team Forbidden shall notify You promptly of any such Claim and shall assist You if applicable, at Your sole expense, in defending any such Claim. Notwithstanding the foregoing, You shall keep Team Forbidden informed of the progress of any such Claim, and You shall not have the authority to admit any liability on the part of Team Forbidden in connection with any such Claim and shall not enter into a settlement or resolution which admits liability or fault on the part of Team Forbidden or fails to release Team Forbidden from all claims and liability. If You fail to act against such Claims as provided herein, or Team Forbidden otherwise reasonably believes that its position is or will be compromised through Your defense of the Claim, Team Forbidden shall have the right to take appropriate legal action and You shall pay all expenses actually and reasonably incurred in connection therewith.
YOU ACKNOWLEDGE THAT TEAM FORBIDDEN DOES NOT IN ANY WAY REPRESENT, WARRANT, ENDORSE OR GUARANTEE IN THESE SITE TERMS AND CONDITIONS, ANY PRODUCT, ANY INFORMATION YOU RECEIVE FROM TEAM FORBIDDEN OR OTHER USERS OF THE SITE OR ANY OUTCOME OR RESULT FROM YOUR RELATIONSHIP WITH TEAM FORBIDDEN. TEAM FORBIDDEN DOES NOT REPRESENT OR WARRANT THAT, AND TEAM FORBIDDEN IS NOT OBLIGATED TO ENSURE THAT, THE SITE WILL OPERATE FREE FROM ERROR, DELAY OR DOWNTIME, BE AVAILABLE IN A SPECIFIC LOCATION OR JURISDICTION, OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL CODES. IF YOUR USE OF THE SITE RESULTS IN THE NEED FOR SERVICING OR REPLACING OR RECOVERING EQUIPMENT, SOFTWARE OR DATA, TEAM FORBIDDEN IS NOT RESPONSIBLE OR LIABLE FOR THOSE COSTS. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SITE IS AT YOUR OWN RISK. THE SITE AND ALL INFORMATION AND CONTENT ON THE SITE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, TEAM FORBIDDEN DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, QUIET ENJOYMENT, TITLE, AND FITNESS FOR PARTICULAR PURPOSE. TEAM FORBIDDEN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT OR INFORMATION PROVIDED ON THE SITE. NO CONTENT IS A SUBSTITUTE FOR INDEPENDENT SOFTWARE ANALYSIS AND TESTING FOR SOFTWARE SAFETY AND SUITABILITY.
Limitations on Liability
YOU ACKNOWLEDGE AND AGREE THAT YOU MUST INDEPENDENTLY EVALUATE AND ASSUME ALL RISKS AND LIABILITY ASSOCIATED WITH YOUR USE OF THE SITE. EXCEPT AS YOU MAY OTHERWISE EXPRESSLY AGREE IN WRITING WITH AN AUTHORIZED TEAM FORBIDDEN REPRESENTATIVE, YOU ACKNOWLEDGE AND AGREE THAT NEITHER TEAM FORBIDDEN NOR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS SHALL HAVE ANY LIABILITY UNDER ANY THEORY OF LAW FOR ANY CLAIMS (DEFINED ABOVE IN THE INDEMNITY SECTION) ARISING OUT OF OR RELATING TO TEAM FORBIDDEN OR OTHER USER OF THE SITE, ANY TEAM FORBIDDEN PRODUCT OR SERVICE, ANY INFORMATION PROVIDED BY TEAM FORBIDDEN OR OTHER USER OF THE SITE, INCLUDING WITHOUT LIMITATION INFORMATION ABOUT TEAM FORBIDDEN'S PRODUCTS OR SERVICES, OR DAMAGES RESULTING FROM DIFFERENCES BETWEEN MEASURED TEAM FORBIDDEN PERFORMANCE AND TEAM FORBIDDEN PERFORMANCE PREDICTED USING THE CONTENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF CAUSE, EVEN IF TEAM FORBIDDEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TEAM FORBIDDEN HAS NO OBLIGATION UNDER THESE SITE TERMS AND CONDITIONS AND SHALL NOT HAVE ANY LIABILITY TO OFFER ANY PARTICULAR PRODUCT OR SERVICE THROUGH THE SITE TO YOU.
General Limitation of Liability
IN NO EVENT WILL TEAM FORBIDDEN, OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OF YOUR EMPLOYEES, CONTRACTORS OR AGENTS FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS, OR REVENUE, OR ANY LOSS OF DATA, CONTENT OR INFORMATION. IN NO EVENT SHALL TEAM FORBIDDEN'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE SITE TERMS AND CONDITIONS AND YOUR USE OF THE SITE EXCEED THE TOTAL AMOUNT PAID BY YOU TO TEAM FORBIDDEN IN CONNECTION WITH THE USE OF THIS TEAM FORBIDDEN SITE. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY, REGARDLESS OF WHETHER TEAM FORBIDDEN WAS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
Some states or jurisdictions do not allow the exclusion or limitation of certain damages or the disclaimer of certain warranties. The limitations and disclaimers provided in these Site Terms And Conditions are intended to apply to the fullest extent allowable under applicable law.
In connection with Your use of the Site, Team Forbidden may disclose to You certain Proprietary Information (defined below). You acknowledge and agree that any Proprietary Information is the sole and exclusive property of Team Forbidden (or a third party providing such information to Team Forbidden) and that Team Forbidden or such third party owns all worldwide rights therein under patent, copyright, trade secret, confidential information, and other tangible or intangible property right laws. You are permitted to use Team Forbidden Proprietary Information solely in connection with Your business purposes that relate to Team Forbidden and the Site and shall not disclose Team Forbidden Proprietary Information to any third party. For purposes of these Site Terms and Conditions, (i) "Confidential Information" has the meaning set forth under Miami law; (ii) "Trade Secrets" means trade secrets as defined under Miami law; and (iii) "Proprietary Information" means Trade Secrets and Confidential Information and includes without limitation all information posted or otherwise loaded on to the Site and accessible only by the use of the Login And Password Information. Except as otherwise agreed in writing, Team Forbidden shall not have any obligation with regard to the use or confidentiality of any information disclosed by you.
The obligations set forth herein with respect to Trade Secrets shall remain for as long as such information remains a trade secret under Miami law, and for Confidential Information shall continue for the duration of Your use of the Site and for three (3) years thereafter.
Nothing in this Section shall prohibit or limit Your use or disclosure of information if You prove (i) at the time of disclosure hereunder such information is generally available to the public; (ii) after disclosure hereunder such information becomes generally available to the public, except through breach of these Site Terms and Conditions by You; (iii) such information was in Your possession prior to the time of disclosure by Team Forbidden and was not acquired directly or indirectly from Team Forbidden; (iv) the information becomes available to You from a third party which is not legally prohibited from disclosing such information, provided such information was not acquired directly or indirectly from Team Forbidden; (v) the information was developed by or for You independently of the disclosure of such information by Team Forbidden; or (vi) the Proprietary Information is disclosed by You pursuant to a requirement of a governmental agency or by operation of law, provided that, with respect to clause, (vi) You shall first notify Team Forbidden prior to disclosure in order to give Team Forbidden an opportunity to seek an appropriate protective order and/or waive compliance with the terms of these Site Terms and Conditions and shall disclose only that part of the Proprietary Information which You are required to disclose.
Team Forbidden shall be entitled to impose sanctions against You if You violate these Site Terms and Conditions or any of the published rules of the Site ("Sanction Event"). At Team Forbidden's sole determination and discretion, if the Sanction Event could cause damage to Team Forbidden, other users of the Site, or any third party, Team Forbidden shall have the right but not the obligation to immediately and without notice suspend or terminate Your access to the Site, without limiting any of the other remedies that may be available to Team Forbidden at law or in equity or Team Forbidden's other rights to terminate Your use of the Site under these Site Terms and Conditions.
You and Team Forbidden are independent organizations acting for their own account and nether party nor its agents or employees are authorized to make any representation otherwise or any commitment on any other party's behalf unless previously authorized by such party in writing. Neither party is responsible to any third party for the quality of the services or products provided by any other party.
You may terminate Your access rights to the Site at any time by discontinuing use of the Site and providing notice to Team Forbidden. Team Forbidden shall have the right but not the obligation to terminate Your access and rights to the Site at any time for any or no reason. Upon termination of these Site Terms and Conditions, all Sections of these Site Terms and Conditions shall remain in full force and effect except for the Content License and Restrictions section and the Logins and Passwords section.
All notices required to be given to Team Forbidden hereunder shall be sent by certified mail to:
Team Forbidden, LLC. Attn: [email protected] Administrator 8567 CORAL WAY UNIT #274 MIAMI, FL 33155
All notices required to be given to You hereunder may be posted on the Site or delivered to the e-mail address provided to Team Forbidden by You at the time of registration, and as changed by You from time to time, and shall be effective upon posting and / or delivery, whichever occurs first.
Governing Law and Jurisdiction
THESE SITE TERMS AND CONDITIONS SHALL BE EXCLUSIVELY CONSTRUED, GOVERNED AND ENFORCED UNDER THE LAWS OF THE UNITED STATES AND THE STATE OF FLORIDA (WITHOUT REGARD TO RULES GOVERNING CONFLICT OF LAWS). You agree that a non-exclusive venue for all actions, relating in any manner to these Site Terms and Conditions or use of the Site, shall only be in a federal or state court of competent jurisdiction located in Miami-Dade County, Florida. You hereby consent and submit to the in personam jurisdiction of such courts, and to the extent permitted by law, hereby consent that all services of process may be made by any nationally recognized overnight courier, or by certified or registered mail, postage prepaid and return receipt requested. You waive any objection based on forum non-conveniens and waive any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. You agree that a final judgment in any such action shall be conclusive and may be enforced in any other jurisdiction in any manner provided by law.
Team Forbidden shall not be liable for delay or failure in any of its performance hereunder due to causes beyond its reasonable control, including but not limited to, an act of God, war, natural disaster, governmental regulations, communication or utility failures or casualties or the failures or acts of third parties.
You shall not assign Your Login and Password Information without the prior written consent of Team Forbidden. You shall not assign Your rights or obligations under these Site Terms and Conditions, including without limitation through any change of control or by operation of law, in whole or in part, without the prior written consent of Team Forbidden. Team Forbidden may freely assign any or all of its rights and obligations under these Site Terms and Conditions, in whole or in part for any reason, provided that the acquiring or resulting entity agrees in writing to be bound by the terms of these Site Terms and Conditions. Subject to the foregoing restrictions, these Site Terms and Conditions will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.