Welcome to NAMINGFORCE.COM, a web site that lets registered users of the site post their name suggestions for consideration in naming projects submitted from time to time by project promotors. This site found at namingforce.com (the "Naming Force Site") is owned and operated exclusively by 32nd Degree, LLC, a Texas limited liability company (the "Company" or "32nd Degree"), and these terms and conditions (these "Terms of Use") govern your use of the Naming Force Site. By using the Naming Force Site or posting any Content on the Naming Force Site you acknowledge that you have read, understand and agree to be bound by these Terms of Use. We reserve the right, at our sole discretion, to change, modify, add, or delete all or any portion of these Terms of Use at any time without advance notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Naming Force Site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) or post any Content to the Naming Force Site. It is your responsibility to regularly check the Naming Force Site to determine if there have been changes to these Terms of Use and to review such changes.
PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED. PLEASE NOTE THAT BY AGREEING TO THE TERMS AND CONDITIONS PROVIDED FOR HEREIN YOU MAY BE TRANSFERRING VALUABLE INTELLECTUAL PROPERTY RIGHTS TO 32ND DEGREE OR OTHER THIRD PARTIES FOR OUR OR ITS COMMERCIAL USE.
Purpose and Use of Naming Force Site.
Clients may submit a Contest via the Naming Force Site for Users to suggest names for a business, product, service or website. Client agrees to pay to Company all Naming Fees associated with each Contest posted by Client. Users may then submit name suggestions for the Contest. The Client shall Select one name suggestion from among those proposed by Users. The Client, in its sole discretion, reserves the right to Select a name from the submitted name suggestions. A User shall be entitled to payment of the full Naming Award associated with a Contest only if the name suggestion submitted by such User for such Contest is Selected by the Client. If the Client does not Select a name from the name suggestions submitted by Users within 7 days of the Contest name submission period, the Company reserves the right to choose a name suggestion from those submitted by Users in respect of such Contest and such selection by the Company shall be binding upon the Client. The User will be entitled to payment of the full Naming Award associated with such Contest regardless of whether the name suggestion submitted by such User was chosen by Client or by Company, as provided above. The User has 90 days from the time of winning to request the Award payment.
Defined Terms.
All initial capitalized terms used in these Terms of Use shall have the meaning ascribed to such terms. In addition to the terms defined elsewhere herein, the following initial capitalized terms shall have the meaning ascribed to such term below:
"Contest" means client-promoted Naming Contest.
"Chosen Name" means the Name Suggestion Selected by a Client or by the Company, if applicable, in respect of a Contest through use of the Naming Force Site by such Client.
"Client" means a Person that submits a Contest via the Naming Force Site.
"Content" means all information and data that may be disseminated, disclosed or displayed on or uploaded or posted to any portion of the Naming Force Site or the html code that comprises the Naming Force Site, including without limitation all Name Suggestions, designs, text, graphics, pictures, video, animation, information, music, sound, audio, illustrations, diagrams, data, html code and other files and creative output, in whatever format.
"Intellectual Property Rights" means any Invention, writing, trade name, trademark, service mark, mask work, copyright, patent or any other material registered or otherwise protected or protectable under state, federal, or foreign patent, trademark, copyright, or similar laws.
"Inventions" includes ideas, discoveries, inventions, developments and improvements, whether or not reduced to practice and whether or not patentable or otherwise within the definition of Intellectual Property.
"Moral Rights" means any rights to claim authorship of any Content, to object to or prevent any modification of any Content, to withdraw from circulation or control the publication or distribution of any Content, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a "moral right."
"Name Suggestions" means all names and naming ideas posted by Users on the Naming Force Site in response to a particular Contest.
"Naming Award" means the amount specified by a Client for a Contest as the award amount.
"Naming Fee" means the net revenue (gross revenue less commissions, incentives, rebates, etc.) charged by the Company and payable by a Client in connection with posting a Contest on the Naming Force Site.
"Person" means any individual, trust or legal entity.
"Proprietary Information" includes any scientific, technical, trade or business secrets of any person or entity and any scientific, technical, trade or business materials that a person or entity treats, or is obligated to treat, as confidential or proprietary, including, but not limited to, Inventions belonging to a person or entity and confidential information obtained by or given to a person or entity about or belonging to a third party.
""Select" means (i) with respect to a Chosen Name selected by a Client, such Client's active use of the Website's functionality to register such Client's selection of a Naming Suggestion as a Chosen Name and (ii) with respect to a Chosen Name selected by the Company, as provided above, such Client's active use of the Website's functionality to register a Contest and the Company's selection of a Naming Suggestion as a Chosen Name as permitted by these Terms of Service.
"User" is any Person that registers to participate as a user on the Naming Force Site and that has accepted these Terms of Use.
Other Parties Rights in Content.
Each Client and each User hereby acknowledges and agrees that (i) by using the Naming Force Site Clients and Users will have access to Content provided by other Users, including, but not limited to, Name Suggestions, (ii) 32nd Degree will not, and is under no obligation to, pre-screen, review, investigate, or otherwise evaluate the Contests submitted by Clients or the Content (including, but not limited to, Name Suggestions) submitted by Users to the Naming Force Site and (iii) the Company, other Users and/or other third parties may have rights in Content (including, but not limited to, Name Suggestions) posted to the Naming Force Site under copyright and other applicable laws and treaty provisions, and except as expressly provided in these Terms of Use, such rights are not licensed or otherwise transferred as a result of the use of the Naming Force Site. Each Client and each User hereby accepts full responsibility and liability for any use of any Content (including, but not limited to, Name Suggestions) in violation of any such rights. Each User further acknowledges and agrees that the creation or submission of any Content (including, but not limited to, Name Suggestions) by a User does not in any way entitle such User to any compensation from the Company or any other Users. CLIENTS AND USERS ARE SOLELY RESPONSIBLE FOR ASSESSING AND DETERMINING THE SUITABILITY, AVAILABILITY, USEFULNESS AND OWNERSHIP OF ALL CONTENT THAT MAY BE POSTED OR INCLUDED ON THE NAMING FORCE SITE.
Monetary Compensation and Payment Obligations.
The Naming Force Site has been created to facilitate community-based generation of name suggestions. Users hereby acknowledge that any compensation received by a User in connection with the Naming Force Site in respect of a Contest may not bear any relation to the actual time expended by a User on a Contest or the quality or quantity of Content submitted by a User.
Notwithstanding the foregoing, a User is eligible to receive monetary compensation in connection with a Contest only if the Chosen Name Selected by a Client or by Company, if applicable, in respect of such Contest is the actual Name Suggestion submitted by such User in accordance with these Terms of Use. If a Name Suggestion submitted by a User in respect of a Contest is actually Selected by Client or by Company, if applicable, then such User shall be paid the Naming Award payable in respect of such Contest. The Company's calculation of the Naming Award shall be binding and conclusive upon both Users and Clients. The Company, at its sole discretion, reserves the right to modify calculation of the Naming Award provided for hereunder, effective immediately upon amending these Terms of Use. Payment of all Naming Awards and Naming Fees shall be made by the Company through use of PayPal's payment processing service ("PayPal"). In the event that any User or Client does not provide the Company with a valid PayPal account registered in the name of such User or Client and all information necessary to process payments using PayPal within ten business days the Company requesting such information, such User or Client shall forfeit and hereby waives all rights to any payments hereunder.
32nd Degree makes no representations or warranties regarding any actual monetary compensation that may be earned in connection with use of the Naming Force Site. 32nd Degree's obligation to pay a User the Naming Award is subject to, in the case of each Client-Promoted Contest, the actual payment of such amount by Client and its receipt by 32nd Degree and in the case of all Contests, the payment by Client of the Naming Fee associated with such Contest. Each User hereby acknowledges and agrees that it shall be responsible for all taxes due on any payments made to it in connection with its participation on the Naming Force Site, including payment of all Naming Awards. The Company will be under no obligation to make any payments to a User unless such User (i) has registered a valid PayPal account held in such User's name, (ii) has properly completed the information required in user the registration process, (iii) has provided all information and completed all forms related to backup withholding taxes, as may be requested by 32nd Degree, from time to time and (iv) in the case of any User that is an individual, is a United States citizen that is at least eighteen (18) years old. 32nd Degree also reserves the right to withhold or forfeit payments due to any User if such User has (A) breached these Terms of Use or any of the other policies related to use of the Naming Force Site or any other web site owned or operated by 32nd Degree or (B) submitted Content that infringes or misappropriates the Intellectual Property Rights of any third party.
Service Interruptions and Naming Force Site Changes.
32nd Degree reserves the right to change, modify, interrupt, disable, suspend or terminate all or any portion of the Naming Force Site without prior notice or reason. Each Client and each User hereby agrees that 32nd Degree will not be liable for any interruptions, disabling, suspension or termination of the Naming Force Site. 32nd Degree reserves the right, in its sole discretion, at any time and for any reason or no reason to change, modify, interrupt, disable, suspend or terminate any portion or functionality of the Naming Force Site and to change, modify, interrupt, disable, suspend or terminate access to any Content contained on the Naming Force Site.
Ownership of Content.
Each Client and each User hereby acknowledges and agrees that, subject to these Terms of Use and applicable law, Users may retain any and all applicable copyright and other Intellectual Property Rights with respect to any Content (including, but not limited to, Name Suggestions) created, posted or submitted by a User using the Naming Force Site, to the extent such User has any rights in such Content (including, but not limited to, Name Suggestions) under applicable law.
Notwithstanding the foregoing, in consideration for the opportunity to receive a Naming Award, each User hereby grants to the Company: (a) a royalty-free, worldwide, fully paid-up, irrevocable, non-exclusive right and license to use, reproduce, display, store and distribute via the Naming Force Site any Content that submitted by such User to the Naming Force Site, (b) the perpetual and irrevocable right to change, modify, interrupt, disable, suspend or terminate access to any or all of the Content that such User submits to the Naming Force Site, for any reason or no reason, whether intentional or unintentional, and, without any liability of any kind to you or any other party; and (c) a royalty-free, fully paid-up, perpetual, irrevocable, non-exclusive right and license to copy, analyze and use any Content submitted by such User, as the Company may deem necessary or desirable for purposes of debugging, testing and/or providing support services in connection with the Naming Force Site. Each Client and each User also hereby grants to the Company a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive, sublicensable right and license to exercise the copyright, publicity, and database rights such Client or User may have in its account information, including any data or other information generated by a Client's account activity or a User's account activity, in any media now known or not currently known, in accordance with our privacy policy as set forth at namingforce.com/privacy/.
In the event that any Name Suggestion provided by a User is Selected by a Client or by the Company, if applicable, via the Naming Force Site as a Chosen Name, then in consideration for payment of the Naming Award such User: (i) by these Terms of Use hereby irrevocably assigns to the Client posting the Contest relating to such Chosen Name any and all Intellectual Property Rights, if any, that such User may have in such Name Suggestion; (ii) to the extent such contest is not otherwise effective to fully vest in the Client all right, title and interest in such Name Suggestion such User hereby grants to such Client an exclusive, worldwide, perpetual, fully-paid up, royalty-free, transferable right and license, with the right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivatives works of, publish, sell, exploit, use, and dispose of such Name Suggestion for any purpose and in all forms and all media whether now known or to become known in the future, the right to retain all revenue and income derived therefrom, and any and all other related rights of whatever kind or nature, but in each instance, solely to the extent of such User's Intellectual Property Rights, if any, in such Name Suggestion; and (iii) waives and agrees never to assert any and all Moral Rights such User may have in or with respect to any such Name Suggestion in connection with Client's use thereof, even after termination of these Terms of Use. At the request of Client, and at no additional charge, such User hereby covenants and agrees to execute, acknowledge and deliver any and all documents or instruments that the Client may determine necessary, in its reasonable discretion, to fully assign any and all Intellectual Property Rights that such User may have in such Name Suggestion to the Client; provided, however, the licenses granted hereunder shall be effective regardless of whether any such additional documents are executed. In the event the Company is unable for any reason, after reasonable effort, to secure a User's signature on any document needed in connection with the actions or grants specified herein, each User hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such User's agent and attorney in fact, which appointment is coupled with an interest, to act for and in such User's behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the licenses granted hereunder with the same legal force and effect as if executed by such User.
Each User further acknowledges and agrees that any compensation that such User might receive as a result of submitting such Content, may be inadequate or below fair market value, and such User expressly agrees to bear such risk in connection with submitting Content on the Naming Force Site.
Each Client and each User further understands and agrees that: (i) it is solely responsible for understanding all copyright, patent, trademark, trade secret, Proprietary Information and other Intellectual Property Rights or other laws that may apply or relate to any Content posted on the Naming Force Site; (ii) it is solely responsible for, and the Company will have no liability in connection with, the legal consequences of any actions or failures to act on its part while using the Naming Force Site, including without limitation any legal consequences relating to its or any other Person's Intellectual Property Rights or Proprietary Information; and (iii) 32nd Degree's acknowledgement hereunder of its Intellectual Property Rights in its Content does not constitute a legal opinion or legal advice, but is intended solely as an expression of the Company's intention not to require Users to forego certain Intellectual Property Rights with respect to Content they submit to the Naming Force Site, subject to the terms of these Terms of Use, including without limitation each User's agreement to assign all right, title and interest in Content as provided herein.
32nd Degree retains ownership of all Client account data and User account data, regardless of any Intellectual Property Rights in such Content.
Each Client and each User agrees that even though it may retain certain copyright or other Intellectual Property Rights with respect to Content that is submitted by it on the Naming Force Site, such Client or User does not own the account it uses to access the Naming Force Site, nor does it own any data 32nd Degree stores on servers owned or controlled by 32nd Degree (including without limitation any data representing or embodying any or all of such Client's or User's Content). Intellectual Property Rights in any Content created or submitted by a Client or User, if any, do not confer any rights of access to the Naming Force Site or any rights to data stored by or on behalf of the Company.
Trademarks.
NAMINGFORCE™, 32ND DEGREE™ and all other 32nd Degree graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress (collectively, the "Marks") of 32nd Degree in the U.S. and/or other countries. The Marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or association or affiliation with 32nd Degree and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
Conduct by Users; Prohibited Conduct.
Each User and each Client hereby agrees that it shall not: (i) take any action or upload, post, e-mail or otherwise transmit to or via the Naming Force Site any Content that infringes or violates any third party rights, including without limitation any Intellectual Property Rights, or that constitutes any other Person's Proprietary Information; (ii) impersonate any Person without their consent, including, but not limited to, a 32nd Degree employee, or falsely state or otherwise misrepresent your affiliation with any Person; (iii) take any action or upload, post, e-mail or otherwise transmit to or via the Naming Force Site any Content that violates any law or regulation; (iv) take any action or upload, post, e-mail or otherwise transmit to or via the Naming Force Site any Content, as determined by 32nd Degree at its sole discretion, that is harmful, threatening, abusive, offensive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, causes tort, or is racially, ethnically or otherwise objectionable; (v) take any actions or upload, post, e-mail or otherwise transmit to or via the Naming Force Site any Content that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vi) take any action or upload, post, email or otherwise transmit to or via the Naming Force Site any Content that would violate any right or duty under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vii) upload, post, email or otherwise transmit to or via the Naming Force Site any unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that the Company considers in its sole discretion to be of such nature; (viii) interfere with or disrupt the Naming Force Site or servers or networks connected to the Naming Force Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Naming Force Site; (ix) attempt to gain access to any other User's account or password; or (x) "stalk", abuse or attempt to abuse, or otherwise harass another User; (xi) charge any third party for use of the Naming Force Site; (xii) modify, adapt, reverse engineer, decompile or attempt to discover the source code of the Naming Force Site or any of its algorithms that are utilized in connection with the Naming Force Site; (xiii) use any computer programs, scripts, macros or bots or any other automated system to automatically generate or automatically submit Name Suggestions; (xiv) User any software or method to hide or alter your true geographical origin (such as IP address) from Naming Force, or (xv) take any action in respect of Selecting a Name Suggestion submitted by a User or cooperate with any Client in respect of Selecting a Name Suggestion with the intended effect of or for the purpose of avoiding the payment of a Naming Award or to otherwise effect a refund or repayment of a Naming Award to any Client. Any violation by a User or a Client of the terms of the foregoing may result in immediate and permanent suspension or cancellation of such User's or Client's account and the forfeiture of any amounts otherwise due to such User or Client from the Company. Users are prohibited from making attempts to bypass the duplicate name submission detection and name requirement restriction logic. Users are prohibited from creating and using multiple Namer accounts. Any violation of this agreement can result in a Namer account being disabled and for the User to be banned from competing on Naming Force.
Copyright Infringement Complaints.
The Company respects the intellectual property rights of others and prohibits Users from uploading, posting or otherwise transmitting on the Naming Force Site any materials that violate another party's Intellectual Property Rights or that constitutes another Person's Proprietary Information. Any infringing materials posted by any User or Client can be identified and removed pursuant to 32nd Degree's compliance with the Digital Millennium Copyright Act (the "DMCA"). Each User and each Client agrees to comply with such process in the event it is involved in any claim of copyright infringement to which the DMCA may be applicable.
Repeat Infringer Policy.
In accordance with the DMCA and other applicable law, 32nd Degree has adopted a policy of terminating, in appropriate circumstances and at 32nd Degree's sole discretion, Users who are deemed to be repeat infringers. 32nd Degree may also at its sole discretion limit access to the Naming Force Site and/or terminate the accounts of any Users who infringe any Intellectual Property Rights or who disclose Proprietary Information of others, whether or not there is any repeat infringement or disclosure. Any amounts that may otherwise are or may become due from the Company to any User, who has submitted User Content that infringes any Intellectual Property Rights or discloses Proprietary Information of any other Person is subject to forfeiture, at the sole discretion of the Company.
Monitoring User Content.
32nd Degree is not responsible or liable in any manner for any Content posted by Users of Clients on the Naming Force Site. The Company does not control and is not responsible for any Content posted, transmitted or shared by Users and Clients on the Naming Force Site and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content that may be encountered by Users or Clients on the Naming Force Site. The Company is not responsible for the conduct, whether online or offline, of any User or Client on the Naming Force Site.
Disputes Between Users.
As a condition of access to the Naming Force Site, each User and each Client hereby release 32nd Degree (and all of 32nd Degree's shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any Content submitted, stored or transported using the Naming Force Site and any dispute a User or Client may have with another User or Client; including, without limitation, any claim that a User or Client or any Content submitted by a User or Client infringes upon any Intellectual Property Rights or constitutes another Person's Proprietary Information. Each User and each Client further acknowledges and agrees that: (a) 32nd Degree will have the right but not the obligation to resolve disputes between or among Users and Clients relating to the Naming Force Site, and 32nd Degree's resolution of any particular dispute shall not create an obligation to resolve any other disputes; (b) to the extent 32nd Degree elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Naming Force Site and will not make judgments regarding legal issues or claims; (c) 32nd Degree's resolution of such disputes will be final with respect to the Naming Force Site and any Naming Award or Naming Fee, or the allocation of any payments; and (d) each User and each Client hereby releases 32nd Degree (and 32nd Degree's shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with 32nd Degree's resolution of disputes relating to the Naming Force Site.
The Company does not ensure continuous, error-free, secure or virus-free operation of the Naming Force Site or any User account or Client account, and each User and each Client acknowledges and agrees that it shall not be entitled to make any claim based on 32nd Degree's failure to provide any of the foregoing other than as explicitly provided in these Terms of Use.
ALL DATA (INCLUDING, BUT NOT LIMITED TO, NAME SUGGESTIONS, CONTESTS, CONTENT AND USER ACCOUNT INFORMATION) ON THE COMPANY'S SERVERS IS SUBJECT TO DELETION, ALTERATION, TRANSFER AND BACK-UP BY THE COMPANY AT ANY TIME FOR ANY REASON OR NO REASON, IN 32ND DEGREE'S SOLE DISCRETION. EACH USER AND EACH CLIENT HEREBY ACKNOWLEDGES THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS SUCH USER OR CLIENT MAY HAVE WITH RESPECT TO CONTENT POSTED BY IT ON THE NAMING FORCE SITE, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH CONTENT BY SUCH USER OR CLIENT OR ANY THIRD PARTY, 32ND DEGREE DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO THE DATA RESIDING ON THE COMPANY'S SERVERS.
EACH USER AND EACH CLIENT ACKNOWLEDGES AND AGREES THAT 32ND DEGREE HAS THE RIGHT, BUT NOT THE OBLIGATION, TO CHANGE, MODIFY, INTERRUPT, DISABLE, SUSPEND OR TERMINATE ACCESS TO ALL OR ANY PORTION OF THE CONTENT (INCLUDING CONTENT POSTED OR SUBMITTED BY SUCH USER OR CLIENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITHOUT ANY LIABILITY OF ANY KIND.
32ND DEGREE PROVIDES THE NAMING FORCE SITE, ALL CONTENT AND ALL RELATED SERVICES STRICTLY ON AN "AS IS" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND. 32ND DEGREE HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATION AND WARRANTIES OR GUARANTIES OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH USER AND EACH CLIENT USES THE NAMING FORCE SITE AND ALL CONTENT AT THEIR OWN RISK.
IN NO EVENT SHALL 32ND DEGREE OR ANY OF ITS SHAREHOLDERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE USE OF THE NAMING FORCE SITE (INCLUDING WITHOUT LIMITATION ITS MODIFICATION OR TERMINATION), YOUR ACCOUNT (INCLUDING WITHOUT LIMITATION ITS TERMINATION OR SUSPENSION) OR THESE TERMS OF USE, WHETHER OR NOT THE COMPANY MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL 32ND DEGREE'S CUMULATIVE AGGREGATE LIABILITY TO YOU FOR DAMAGES OF ANY KIND OR NATURE EXCEED ONE HUNDRED DOLLARS (U.S. $100.00).
SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO TO THE EXTENT THAT ANY SUCH LIMITATION IS IMPERMISSIBLE, SUCH LIMITATION MAY NOT APPLY TO YOU.
Indemnification.
Each User and Each Client hereby agrees to defend, indemnify and hold harmless 32nd Degree, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, and all other Clients and Users, from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from or related to (i) any breach of these Terms of Use by such User or Client, (ii) use of the Naming Force Site by such User or Client or (iii) the alleged infringement or misappropriation of any Intellectual Property Right or Moral Right or the alleged misappropriation of any Proprietary Information.
Privacy Policy.
The personal information provided to the Company by each User and Client during registration is used for the Company's internal purposes only. 32nd Degree uses the information it collects to improve the Naming Force Site. 32nd Degree will not sell or give any of your personal information to any third party without your express approval except (i) as is reasonably necessary to fulfill your service request, to third-party fulfillment houses, customer support, billing and credit verification services, and the like, (ii) in order to comply with tax and other applicable law, (iii) as otherwise expressly permitted by these Terms of Use or as otherwise authorized by you; (iv) in order to cooperate with law enforcement or other appropriate third parties in connection with any criminal investigation or other investigation of fraud. 32nd Degree does not guarantee the security of any of your private transmissions against unauthorized or unlawful interception or access by third parties. 32nd Degree can (and you authorize 32nd Degree to) disclose any information about you to private entities, law enforcement agencies or government officials, as 32nd Degree, in its sole discretion, believes necessary or appropriate to investigate or resolve possible problems or inquiries, or as otherwise required by law. You agree that 32nd Degree may communicate with you via email and any similar technology for any purpose relating to the Naming Force Site. You agree to read the disclosures and be bound by the terms of the additional Privacy Policy information posted on our website at namingforce.com/privacy/. You acknowledge and agree that 32nd Degree, in its sole discretion, may track, record, observe or follow any and all of your interactions within the Naming Force Site. The Company may share general, demographic, or aggregated information with third parties about our user base and Naming Force Site usage, but that information will not include or be linked to any personal information without your consent.
Dispute Resolution; Governing Law; Venue and Jurisdiction.
THESE TERMS OF USE AND ANY DISPUTE ARISING FROM THE PERFORMANCE OR BREACH HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES AND EXCLUDING ANY APPLICATION OF THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. EACH USER AND EACH CLIENT (I) HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS LOCATED IN HARRIS COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT THAT IS NOT SUBJECT TO ARBITRATION AS PROVIDED BELOW, (II) HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH SUITS, ACTIONS OR PROCEEDINGS MAY BE HEARD AND DETERMINED IN SUCH TEXAS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND (III) TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT. A FINAL JUDGMENT OBTAINED IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING REFERRED TO IN THIS SECTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT OR JUDGMENT OR IN ANY MANNER AS PROVIDED BY APPLICABLE LAW.
EACH USER AND EACH CLIENT HEREBY AGREES THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE OR THE NAMINGFORCE SITE SHALL BE FINAL AND BINDING ARBITRATION, EXCEPT THAT TO THE EXTENT THAT THE COMPANY, A USER OR A CLIENT HAS IN ANY MANNER INFRINGED UPON OR VIOLATED OR THREATENED TO INFRINGE UPON OR VIOLATE THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, THEN THE PARTIES ACKNOWLEDGE THAT BINDING ARBITRATION IS NOT AN ADEQUATE REMEDY AT LAW AND THAT INJUNCTIVE OR OTHER APPROPRIATE RELIEF MAY BE SOUGHT.
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration shall be Houston, Texas and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the Company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OR CLIENT, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN NO EVENT SHALL ANY CLAIM, ACTION OR PROCEEDING BY YOU RELATED IN ANY WAY TO THE NAMINGFORCE SITE (INCLUDING YOUR VISIT TO OR USE OF THE NAMINGFORCE SITE) BE INSTITUTED MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION AROSE.
General Provisions.
The Naming Force Site is controlled and operated by 32nd Degree from its offices within the State of Texas, United States of America. The Company makes no representations that any aspect of the Naming Force Site is appropriate or available for use in jurisdictions outside of the United States. Each User and each Client that elects to access the Naming Force Site from other locations is responsible for compliance with applicable local laws. All Users and Clients must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to Naming Force Site and its use. The Company's failure to act with respect to a breach by you or others does not waive 32nd Degree's right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by 32nd Degree under these Terms of Use shall be deemed effective unless delivered in a writing signed by a duly appointed officer of the Company. All or any of 32nd Degree's rights and obligations under these Terms of Use may be assigned to a subsequent owner or operator of the Naming Force Site in a merger, acquisition or sale of all or substantially all of the Company's assets. Users and Clients may not assign or transfer these Terms of Use or any or all of their rights hereunder without the prior written consent of the Company, and any attempt to do so is void. Notwithstanding anything else in these Terms of Use, no default, delay or failure to perform on the part of 32nd Degree shall be considered a breach of these Terms of Use if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of 32nd Degree.
These Terms of Use set forth the entire understanding and agreement between you and 32nd Degree with respect to the subject matter hereof. The section headings used herein, including descriptive headings, are for convenience only and shall not affect the interpretation of these Terms of Use. If any provision of these Terms of Use shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
32nd Degree may give notice to you by means of a general notice on our website at namingforce.com/terms-of-use/, by electronic mail to your e-mail address in our records for your account, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your account. All notices given by you or required under these Terms of Use shall be mailed to us at: 32nd Degree, Inc. at P.O. Box 388, Cypress, Texas 77410.