This is a contract between you and DFO. You must read and agree to these terms before using CTRWOW. If you do not agree, you may not use CTRWOW. You may use CTRWOW only if you can form a binding contract with DFO, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to CTRWOW by anyone below the legal age in the country of residence is strictly prohibited and in violation of this Agreement. CTRWOW is not available to any Users previously removed from CTRWOW by DFO.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use CTRWOW as permitted by the features of CTRWOW. DFO reserves all rights not expressly granted herein in CTRWOW and the DFO Content (as defined below). DFO may terminate this license at any time for any reason or no reason.
Your account on CTRWOW ("Account") gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.
Your User ID is the only way to log in and access your Account. You understand and agree that you are responsible for maintaining the confidentiality of your User ID and password. When creating your Account, you must provide accurate and complete information, and you must keep this information up to date. We encourage you to use "strong" passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your Account. It is your responsibility to update or change any Account or Profile Information (All information in the "My Profile" section of the application, including, but not limited to, full name, email address, password, profile picture, newsletter features, and subscription level), as needed or desired.
You may control your User profile and how you interact with CTRWOW by changing the settings in your settings page. By providing DFO your email address you consent to our using the email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. With your consent, we may also use your email address to send you other messages, such as changes to features of CTRWOW and special offers. If you do not want to receive such email messages, you may opt out by clicking on the unsubscribe link at the bottom of our emails. Opting out may prevent you from receiving emails regarding updates, improvements, or offers. CTRWOW is not responsible for any Profile Information that may be lost or irrecoverable through the use of CTRWOW.
For as long as you remain the Account Owner and in compliance with this Agreement, you have the right to access and use CTRWOW. This right is non-transferable, and you agree not to disclose your User ID or password to any third party. You are solely responsible for all activities that occur within your Account, and you must keep your Account password secure. You must notify DFO immediately of any breach of security or unauthorized use of your Account or Profile Information. DFO will not be liable for any losses caused by any unauthorized use of your Account or Profile Information.
B. COMPANY ACCOUNT
We may maintain different types of Accounts for different types of Users. If you open a CTRWOW Account on behalf of a company, organization, or other entity, then: (i) "you" includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to DFO with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
The person who first completes the CTRWOW registration on behalf of any company, entity or organization ("Subscribing Organization") is the initial "Administrator" for purposes of such Subscribing Organization’s use of CTRWOW, and exercises certain options to initially determine the level of access, privacy, and security for CTRWOW related to the Subscribing Organization ("Administrator Account"). For example, the Administrator will determine who can be a User of CTRWOW under the organization associated with that Administrator and Subscribing Organization and the level of privileges that such Users will possess. Once initial registration has been completed, each Subscribing Organization will be able to register additional Administrators. Each Administrator may designate other Users as additional and/or successor Administrators; provided that, each Administrator is responsible for confirming that those person(s) accept such responsibility. Upon becoming an Administrator, each person will be deemed to agree to the obligations hereunder. In addition, any person designated as the billing contact in the billing record for a Subscribing Organization will be deemed to assume the rights and obligations of an Administrator. Administrator Accounts must comply in all respects with all terms and conditions applicable to Accounts.
A. General Restrictions
When using CTRWOW, you agree not to:
(i) use CTRWOW in any manner that:
(ii)use CTRWOW in any manner that is:
(iii) upload or transmit pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
(v)attempt to gain unauthorized access to CTRWOW, or any part of them, other CTRWOW Accounts, computer systems or networks connected to CTRWOW, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of CTRWOW or any activities conducted on CTRWOW;
(vi) modify CTRWOW in any manner or form, or use modified versions of CTRWOW, including but not limited to for the purpose of obtaining unauthorized access to CTRWOW;
(vii) use any robot, spider, scraper, or other automated means to access CTRWOW for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to CTRWOW;
(viii) impersonate another person or access another User’s Account without that User’s permission or to violate any contractual or fiduciary relationships;
(ix) share DFO-issued passwords with any third party or encourage any other User to do so;
(x) modify, adapt, translate or create derivative works based upon CTRWOW;
(xi)reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of CTRWOW, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(xii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer CTRWOW to any third party, provide time sharing or similar services for any third party, or use CTRWOW for any purpose other than your own internal business use;
remove, circumvent, disable, damage or otherwise interfere with security-related features of CTRWOW, features that prevent or restrict use or copying of any content accessible through CTRWOW, or features that enforce limitations on use of CTRWOW;
(xiii) access CTRWOW if you are a direct competitor of DFO, except with DFO’s prior written consent, or for any other competitive purposes; or
(xiv) except as permitted by the features of CTRWOW, collect or harvest any personally identifiable information, including account names, from CTRWOW.
B. User Pages
C. Responsibilities for Calls and Messaging
To the extent applicable to your use of CTRWOW, you shall at all times comply with the CAN SPAM Act of 2003, the Telephone Consumer Protection Act (47 U.S.C. §227), the Do-Not-Call Implementation Act and the Do-Not-Call list registry rules (http://www.donotcall.gov), the Telemarketing Sales Rule, 47 C.F.R. § 64.1200 et seq, and all other state or local laws, rules, regulations, and guidelines relating to calling or texting, including without limitation, rules, regulations and guidelines set forth by the Federal Trade Commission and the Federal Communications Commission (collectively, the "Calling Laws"). You agree that, as between the parties, you are the initiator of any call, SMS/MMS message, or other communication transmitted through CTRWOW and for all content relating to, inducing, or encouraging calls, SMS/MMS messages or other communications to take place. DFO is not responsible for reviewing the contents of any communication transmitted through CTRWOW or transmitted by you related to your use of CTRWOW, nor is it responsible for obtaining any necessary consents or permissions from the message recipients.
In addition to the foregoing, DFO requires you to follow these best practices when sending electronic communications:
D. Changes to CTRWOW
We may, without prior notice, change CTRWOW; stop providing CTRWOW or features of CTRWOW, to you or to Users generally; or create usage limits for CTRWOW. We may permanently or temporarily terminate or suspend your access to CTRWOW without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
E. Intellectual Property Rights
For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
5. USER CONTENT
Some areas of CTRWOW allow Users to submit, provide, or otherwise make available content such as videos, images, music, text, comments, questions, and other content or information (any such materials a User submits, provides, or otherwise makes available on CTRWOW is referred to as "User Content").
Unless covered by our Intellectual Property Rights as provided under Section 7, we claim no ownership rights over User Content created by you. The User Content you create remains yours.
By submitting, providing, or otherwise making available any User Content on or through CTRWOW, you expressly grant, and you represent and warrant that you have all rights necessary to grant to DFO a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with CTRWOW, including without limitation for promoting and redistributing part or all of CTRWOW (and derivative works thereof) in any media formats and through any media channels. You grant CTRWOW a non-exclusive license to use the User Content you upload in order to provide the CTRWOW services to you, including, but not limited to, troubleshooting and publishing your pages. This use may include, without limitation, the right to host, index, cache, store, or otherwise format your User Content.
You further agree that CTRWOW may modify, add, and delete any User Content added to CTRWOW without liability, and at our sole discretion. Reasons for User Content modification or deletion shall include, but are not limited to, malicious or damaging software or corrupted code within the User Content, violations of intellectual property law, failure to adhere to Terms herein, and for troubleshooting purposes.
In connection with your User Content, you affirm, represent and warrant the following:
DFO takes no responsibility and assumes no liability for any User Content that you or any other User submits, provides or otherwise makes available over CTRWOW. You shall be solely responsible for your User Content and the consequences of submitting it, providing it, or otherwise making it available on CTRWOW, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You acknowledge that you are able to add and upload User Content in order to create and edit landing pages, popups, and sticky bars using CTRWOW. You agree that you are solely responsible for all User Content you submit, provide, or upload, including any legal or other consequences for submitting, providing, or uploading it.
You represent to DFO and CTRWOW that you own any User Content you upload, submit, or otherwise add to your Account, or that you have obtained any necessary licenses, rights, consents, and permissions to such User Content and activity. As such, you agree that none of the aforementioned User Content will in any way violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person, business, organization, or entity.
You agree that CTRWOW is not responsible for any violations of third-party intellectual property rights in any User Content that you submit, upload, or otherwise add to CTRWOW. You further agree to pay all royalties, fees, and any other monies owed relating to the use of such User Content.
6. CUSTOMER DATA
Some areas of CTRWOW may allow CTRWOW to collect information from your current or potential customers, website visitors or end users (collectively, "Customer Data").
A. Use of Customer Data
By submitting or causing to be submitted Customer Data to DFO, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the Customer Data required for DFO and its subcontractors and service providers to provide CTRWOW services. DFO shall have no right to sublicense or resell Customer Data, except however, that you agree that DFO may collect, analyze, and use data derived from Customer Data, which may include personally identifiable data and/or information collected from or about an individual but which does not identify the individual personally for purposes of operating, analyzing, improving, or marketing CTRWOW and any related services. If DFO shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from Customer Data, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual. You further agree that DFO will have the right, both during and after the term of this Agreement, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.
B. Your Responsibilities for Customer Data
C. Collection of Personal Information
If you use CTRWOW to collect, store, use, or disclose sensitive or personal information about identifiable individuals, you agree only to do so in accordance with applicable law. You agree to take all measures to protect the privacy and legal rights of individuals whose information you collect, and to provide them with a legally sufficient privacy notice or policy. If you are provided with sensitive or personal information, you must disclose that this information is being collected and clearly explain the reason for its collection and how the information will be used. If you store personal or sensitive information, you must do so securely, and in accordance with applicable law.
YOU AGREE TO INDEMNIFY DFO AND HOLD US HARMLESS FOR ANY FAILURE TO COMPLY WITH THE FOREGOING, OR FOR ANY CLAIM MADE AGAINST CTRWOW OR DFO BY ANY THIRD PARTY RELATED TO YOUR USE OF CTRWOW TO COLLECT, STORE, OR USE PERSONAL OR SENSITIVE INFORMATION.
D. Security Incidents
In the event that Customer Data is disclosed to or accessed by an unauthorized party, DFO will promptly notify you and use reasonable efforts to cooperate with your investigation of the incident. In the event we have a reasonable, good faith belief that an unauthorized party has accessed Customer Data, we will promptly notify you and will use reasonable efforts to cooperate with your investigation of the incident. If such incident triggers any third-party notice requirements, you (not DFO) shall be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. You (not DFO) shall bear sole responsibility for adequate security, protection and backup of Customer Data when in your or your representatives’ or agents’ possession or control. We are not responsible, and you are fully responsible, for what your authorized Users do with Customer Data.
E. No Responsibility for Backups
DFO will not be responsible for any backup, recovery or other steps required to ensure that Customer Data is recoverable in the case of data loss. You are solely responsible for backing up your Customer Data on a regular basis and taking appropriate steps to safeguard and ensure the integrity of your Customer Data.
F. Rights to Customer Data
You own all right, title and interest (including all Intellectual Property Rights) in and to Customer Data.
7. OUR INTELLECTUAL PROPERTY RIGHTS
Except for your duly established User Content, CTRWOW and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "DFO Content"), and all Intellectual Property Rights related thereto, are the exclusive property of DFO and its licensors (including other Users who post User Content to CTRWOW). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any DFO Content. Use of the DFO Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
All aspects of CTRWOW are protected by U.S. and international copyright, trademark, patent and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on CTRWOW may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. The CTRWOW trademark and logo are proprietary marks of DFO, and the use of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by DFO.
You may choose to or we may invite you to submit comments or ideas about CTRWOW, including without limitation about how to improve CTRWOW or our products or services ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place DFO under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, DFO does not waive any rights to use similar or related ideas previously known to DFO, or developed by its employees, or obtained from sources other than you.
8. USE OF THE SOFTWARE
You agree not to use or attempt to use CTRWOW or any software or tools provided by DFO, whether alone, or in conjunction with other software or hardware, in any unlawful manner or a manner harmful to CTRWOW or DFO. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through CTRWOW or through use of any software, tool or hardware including, but not limited to, refraining from:
A. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to DFO or CTRWOW’s reputation; hacking and other digital or physical attacks on CTRWOW; and the violation of the rights of DFO or any third party;
B. "SPAMMING" AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for spam and unsolicited communications. Any communications sent or authorized by you reasonably deemed "spamming," or any other unsolicited communications (including, without limitation, postings on social media or third party blogs) will be deemed a material threat to DFO or CTRWOW’s reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
C. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by you, including, without limitation, postings on any website operated by you, or social media or blog, which are: sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; or solicitous of unlawful behavior.
D. SENSITIVE INFORMATION. You will not import, or incorporate into, any contact lists or other content you upload to any website, software, or other electronic service hosted, provided by or connected to CTRWOW, any of the following information: social security numbers, national insurance numbers, credit card data, passwords, security credentials, bank account numbers, or sensitive personal, health or financial information of any kind.
E. ILLEGAL BUSINESS ACTIVITY. Any promotion of illegal business activity, including without limitation multi-level marketing (except in compliance with the FTC’s Business Guidance Concerning Multi-Level Marketing, see www.ftc.gov/tips-advice/business-center/guidance/business-guidance-concerning-multi-level-marketing), promoting the sale or use of illegal drugs (including but not limited to Marijuana-derived CBD Oil); or infringing or promoting the infringement of the intellectual property rights of another.
You further agree to conduct yourself and all of your businesses in full compliance with all applicable laws, whether through the use of CTRWOW or otherwise.
You agree that we may monitor CTRWOW, including without limitation, any pages created using CTRWOW. We may, where reasonable or necessary, disclose information to satisfy our legal obligations, protect CTRWOW or its Users, or operate or improve CTRWOW.
If you are using CTRWOW to sell a product and we remove or delete your product, you agree to (i) use commercially reasonable efforts to stop the delivery of any such products to the buyer, or (ii) pay a refund for such products to the respective buyer. We are not responsible for the accuracy, completeness, appropriateness, or legality of your products, user posts, or any other information you may be able to access using CTRWOW.
10. SUBSCRIPTION; FEES AND PAYMENT
We will charge you fees ("Fees") for your use of CTRWOW. You agree to pay any and all Fees specified in an ordering document or online order for your access and use of CTRWOW ("Ordering Document"). For the most current information about our pricing and payment, please review our Pricing and Payment Terms, which are incorporated by reference herein. DFO may add new services for additional fees and charges or add or amend fees and charges for existing services, at any time in its sole discretion. If we add or amend our Fees, we will update our Pricing and Payment Terms. Any change to our Pricing and Payment Terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement; provided however that if we have offered a specific duration and Fees for your use of CTRWOW, we agree that the Fees will remain in force for that duration.
B. Continuous Subscription Services; Automatic Billing and Policies
Unless otherwise provided in an Ordering Document, any purchases for access and use of CTRWOW are on an automatically renewing subscription basis. YOUR CTRWOW SUBSCRIPTION ("Subscription") WILL AUTOMATICALLY RENEW AT THE END OF YOUR SUBSCRIPTION TERM IDENTIFIED IN YOUR ORDERING DOCUMENT FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION TERM (EACH A "SUBSCRIPTION TERM") UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 10 (C) OF THIS AGREEMENT. When you purchase CTRWOW services, you expressly acknowledge and agree that: (1) DFO is authorized to charge you at the beginning of each Subscription Term the Fees identified in an Ordering Document, any applicable taxes, and any other charges you may incur in connection with your use of CTRWOW, for as long as your Subscription continues; and (2) your Subscription is continuous until you cancel it or CTRWOW is suspended, discontinued or terminated in accordance with this Agreement. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in your subscription plan, changes in applicable taxes, and changes in Fees in accordance with Section 10 herein and you authorize us to charge your payment method for the changed amounts.
Unless otherwise specified in a Subscription, such fees will be billed in advance for each month and are non-refundable. You agree that you may not be refunded or credited for partial months of service, or for periods in which your Account remains open but you do not use CTRWOW. If you exceed any usage or fee thresholds set forth in your Subscription, we may charge you for such overages on your next invoice.
Billing information can be updated from within your Account and may only be changed by the Account Owner. CTRWOW disclaims all liability where Account ownership is disputed and will not participate or play any role in such disputes. CTRWOW will automatically charge the credit card on file; should the billing information be changed, the new credit card will be charged. CTRWOW will not change your billing information for you, under any circumstances, and will not be held responsible if an unauthorized party accesses your Account or changes your billing details. CTRWOW does not see or store full credit card numbers at any time.
By entering a credit card number, you agree that CTRWOW, DFO and our third-party service providers, may store your payment card information. You expressly authorize us to charge you, where applicable: (i) Subscription Fees, to be billed during a Subscription Term (ii) other fees for CTRWOW services purchased, including, but not limited to, Add-Ons (iii) charges for use of the CTRWOW services in excess of visitor, page, or other limitations, and (iv) taxes connected with your use of CTRWOW.
You agree to reimburse us, where applicable, for all collection costs and interest for any overdue amounts. If the payment card you provide expires and you do not update your payment card information or cancel your Subscription, you authorize us to suspend your Account until your billing details have been updated. After an Account suspension, you agree that we may re-attempt payment processing upon receiving updated billing details.
C. Subscription Cancellation
Subject to the Terms herein, you may cancel your Account or the CTRWOW service ("Subscription Cancellation") provided the cancellation shall take effect at the end of the applicable Subscription Term. To cancel your Account or the CTRWOW service, you must notify us at least three (3) days before the start of the next Subscription Term using the appropriate functionalities of CTRWOW or by contacting us at email@example.com by sending an email from the email address affiliated with your Account. Should you contact Customer Support to request assistance with Subscription Cancellation or account deletion, CTRWOW reserves the right to verify your identity by asking for the last four (4) digits of the credit card on file, the type of card, the billing address, and additional security questions. Subscription Cancellations must be completed at least three (3) days prior to the end of your then-current Subscription Term; otherwise, billing for the next Subscription Term will be processed automatically. Subscription Cancellations performed after billing are not entitled to refunds, in whole or in part.
CTRWOW reserves the right to cancel your Account or to terminate this Agreement (also considered a Subscription Cancellation) at any time, for any reason, and at our sole discretion, without liability. A reason for such termination may be, but is not limited to, failure to comply with these Terms. DFO reserves the right to modify, suspend, or discontinue CTRWOW or any CTRWOW service, or any portion thereof, at any time and for any reason, with or without notice.
You are responsible for all charges accrued on your Account up to the time of the effectivity of the Subscription Cancellation, including all fees.
The sections "User Content", "Our Intellectual Property Rights", "Third-Party Links and Information", "Indemnity", "No Warranty", "Limitation of Liability", "DFO’s Additional Remedies", "Governing Law, Arbitration, and Class Action/Jury Trial Waiver", and "Confidentiality" will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.
Upon Subscription Cancellation, you are placed on a free account, which DFO shall delete within twelve (12) months of the date of Subscription Cancellation, unless you re-subscribe before the end of the twelve (12)-month period, or make other arrangements with us to retain your Account and its affiliated Personal Data. Account deletion permanently removes all pages, popups, sticky bars, User Content, and leads, as well as your email address and other Personal Data. CTRWOW is not responsible for any User Content lost as a result of Account deletion. We reserve the right to change our data storage and processing capabilities and procedures at any time, without notice or liability, subject to applicable laws.
There will be no refunds or credits for partial periods of CTRWOW service or for periods in which your Subscription remains unused. For renewal purposes, if adequate notice is not received and your credit card is subsequently charged, you will not receive a refund. In the event that CTRWOW suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any CTRWOW Service, any unused time on a subscription, any license or Subscription Fees for any portion of CTRWOW, any content or data associated with your Account, or for anything else.
Changes to Subscriptions, including cancellations, go into effect at the end of the Subscription Term. No refunds or credits shall be issued for Subscription Cancellations or downgrades, or from switching Subscription Terms (e.g., from an annual to a monthly) before the end of the Subscription Term.
E. Payment Information; Taxes
We or our third-party payment processors will charge you Fees and any other charges you may incur to the payment method you provide when you register for an Account or you identify in an Ordering Document. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with CTRWOW must be accurate, complete, and current. You may change your payment method by changing the information in your Account. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with CTRWOW at the prices in effect when such charges are incurred. If we are unsuccessful in charging your payment method and have still not received payment within seven (7) days after informing you, we may (without liability to you) suspend or temporarily disable all or part of your access to CTRWOW and we shall be under no obligation to provide any or all of CTRWOW while the Fees concerned remain unpaid. This does not affect any other rights and remedies available to us. You will pay any and all applicable taxes, if any, relating to any such payments of Fees, purchases, transactions or other monetary transactions.
DFO uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
A. Aggregate Data
You agree that DFO may gather and publish anonymous, Aggregate Data (data that does not contain personal data and which has been manipulated or combined to provide generalized, anonymous information), based on your, your visitors and your Customers’ use of CTRWOW. This data will not incorporate any personal information.
Where you choose to use or connect third party services with your Account, you agree that DFO may share your lead data with these designated third parties, without liability. You are fully responsible for the personal data you choose to collect, store, and share, and you agree to abide by all applicable laws within your jurisdiction. CTRWOW does not sell the lead data you collect with CTRWOW to third parties.
B. Beta Test
From time to time and at our sole discretion, we may initiate Beta Tests (may include, but are not limited to, alterations to CTRWOW, modifications to how CTRWOW services are offered or provided, and changes to CTRWOW; usually designed to test for bugs, usability issues, or to evaluate user experience). We may implement, run, suspend, or terminate a Beta Test at any time without notice or liability, and do not guarantee that a tested product, service, modification, upgrade, or other adjustment to CTRWOW, will become part of CTRWOW. We may deliver (and subsequently cease delivering) a Beta Test to all or any subset of Account holders at our discretion without prior permission at any time. If we decide to incorporate a tested product or service into the CTRWOW platform, we may adjust our prices accordingly. CTRWOW accepts no liability for any consequences resulting from, or related to, your participation in a Beta Test.
12. COMMERCIAL PLATFORM
When using CTRWOW to offer or sell products or services, you agree to comply with the following:
13. DMCA Notice
Since we respect artist and content owner rights, it is DFO’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via CTRWOW, please notify DFO’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
The above information must be submitted to the following DMCA Agent:
Attn: CTRWOW DMCA Notice
DFO: DFO, Inc. d/b/a CTRWOW
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying DFO and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with DFO’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, DFO has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. DFO may also at its sole discretion limit access to CTRWOW and/or terminate the Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
14. THIRD-PARTY LINKS/SERVICE AND INFORMATION
DFO will not be a party to or in any way monitor any transaction between you and third-party providers of products or services. DFO IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, OR FAILURES OF ANY THIRD-PARTY CONTENT, SERVICE, NETWORK, OR SOFTWARE OR HARDWARE PROVIDER, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES USED BY CTRWOW, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY CTRWOW.
You agree to defend, indemnify and hold harmless DFO and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, 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: (a) your use of and access to CTRWOW, including any data or content transmitted or received by you; (b) your violation or alleged violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) User Content or any content that is submitted via your Account including, without limitation, misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party’s access and use of CTRWOW with your unique username, password or other appropriate security code. DFO reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify DFO and you agree to cooperate with DFO’s defense of these claims. You agree not to settle any matter without the prior written consent of DFO. DFO will use reasonable efforts to notify you of any such claims upon becoming aware of it.
16. NO WARRANTY
CTRWOW MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF CTRWOW, OR DATA MADE AVAILABLE FROM CTRWOW. YOUR USE OF CTRWOW AND ALL CONTENT, MATERIAL, AND THIRD-PARTY SOFTWARE AND CONTENT ARE AT YOUR SOLE RESPONSIBILITY AND RISK. CTRWOW AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Use of CTRWOW is at your own risk. To the maximum extent permitted by applicable law, CTRWOW is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. DFO, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ANY WARRANTY THAT CTRWOW, THE SERVICES, OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT CTRWOW SERVICES AND SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME DFO MAY REMOVE CTRWOW OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT PRIOR NOTICE OR NOTIFICATION. YOUR ACCESS TO AND USE OF CTRWOW AND SERVICES MAY BE INTERRUPTED OR SUSPENDED FROM TIME TO TIME FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, EQUIPMENT MALFUNCTIONS, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES, OR OTHER ACTIONS THAT DFO, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE NOT ENTITLED TO DAMAGES OR ANY OTHER FORM OF COMPENSATION OR RELIEF WHEN OUTAGES, DELAYS, DOWNTIME, MALFUNCTIONS, SECURITY OR SYSTEM BREACHES, OR OTHER INTERRUPTIONS OF SERVICE OCCUR.
NO ADVICE OR INFORMATION, WHETHER COMMUNICATED ORALLY OR IN WRITING, FROM CTRWOW, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
DFO MAKES NO GUARANTEE REGARDING: (A) THE NUMBER OF VISITORS, VIEWS, OR CONVERSIONS ON ANY OF YOUR PAGES, POPUPS, OR STICKY BARS; OR (B) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE, OR CONTENT WITH CTRWOW. YOU ARE NOT ENTITLED TO COMPENSATION, REFUNDS, CREDITS, DAMAGES OR ANY FORM OF RELIEF SHOULD CTRWOW OR SERVICES NOT MEET YOUR EXPECTATIONS.
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH CTRWOW. CTRWOW DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF CTRWOW AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH CTRWOW, INCLUDING, BUT NOT LIMITED TO, LANDING PAGES, POPUPS, STICKY BARS, AND LEADS CSV FILES, IS DONE AT YOUR OWN DISCRETION AND RISK. YOU AGREE THAT YOU, SOLELY, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, AND/OR FOR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
CTRWOW MAKES NO REPRESENTATIONS THAT THE SITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN YOUR LOCATION. YOU ACCESS OR USE CTRWOW FROM YOUR JURISDICTIONS AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.
17. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, NEITHER CTRWOW, DFO NOR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, LICENSORS, EMPLOYEES OR AGENTS, WILL BE HELD LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF for any TANGIBLE OR INTANGIBLE DAMAGES OR LOSSES, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, ARISING FROM OR RELATING TO: THIS AGREEMENT, YOUR USE OF OR INABILITY TO USE CTRWOW, OR YOUR USE OF THIRD PARTY MATERIALS, CONTENT, OR SERVICES. Under no circumstances will DFO be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of CTRWOW or Account or the information contained therein.
To the maximum extent permitted by applicable law, DFO 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 or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from CTRWOW; (v) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through CTRWOW; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. IN NO EVENT SHALL DFO AND ITS AFFILIATES, REPRESENTATIVES, OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, LICENSORS OR AGENTS’ AGGREGATE LIABILITY FOR ALL CLAIMS, proceedings, liabilities, obligations, damages, losses or costs WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE COST OF CUSTOMER’S SUBSCRIPTION. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if DFO has been advised of the possibility of such damage.
CTRWOW WILL NOT BE HELD RESPONSIBLE FOR ANY DAMAGES, LIABILITIES, LOSSES, OR OTHER CONSEQUENCES THAT YOU MAY INCUR IN THE EVENT THAT CTRWOW SERVICES ARE MODIFIED, SUSPENDED OR DISCONTINUED.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
18. YOUR RESPONSIBILITIES IN RUNNING YOUR BUSINESS
You represent and warrant that you operate a business in good standing. You also agree that you and your business will only use CTRWOW’s products and services for lawful purposes and that you shall not use such products or services, whether alone or in connection with other software, hardware, or services, for any unlawful or harmful purpose. You are solely and exclusively responsible for complying with any and all applicable laws and regulations in running your business, including, but not limited to, all laws governing advertising and marketing claims, subscriptions, refunds, premium offers, tax laws, and all additional laws applicable to your business. Neither DFO nor CTRWOW shall have any liability for your violation of any laws. You are solely and exclusively responsible for collecting and reporting any and all sales and use tax, and any other taxes, which may apply to sales of products or services by your business. DFO shall not be responsible to collect or report any taxes which may apply to your business or sales of products or services by your business. You agree to indemnify DFO as set out herein in the event that you and/or your business violates any law and a claim is threatened or asserted against DFO or CTRWOW as a result.
You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against you, or any business related to you, by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you. If at any time during the life of the Agreement you, or any business related to you, becomes the subject of a government investigation, inquiry, or prosecution by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority anywhere in the world, or the subject of any lawsuit, you will notify DFO or CTRWOW of the same within twenty-four (24) hours. DFO, at its sole discretion, may terminate the Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph or otherwise discovered by DFO or CTRWOW without incurring any obligation or liability to you.
19. DFO’S ADDITIONAL REMEDIES
In order to prevent or limit irreparable injury to DFO or CTRWOW, in the event of any breach or threatened breach by you of the provisions of this Agreement or any infringement or threatened infringement by you of the intellectual property of DFO CTRWOW or a third-party, DFO shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting DFO from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of the State of New York for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.
20. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER
A. Governing Law
You agree that: (i) CTRWOW shall be deemed solely based in the State of New York; and (ii) CTRWOW shall be deemed a passive service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than the State of New York. This Agreement shall be governed by the internal substantive laws of the State of New York without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the laws of the State of New York. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the arbitration provision herein, including any provisional relief required to prevent irreparable harm. You agree that the State of New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from DFO. For any dispute with DFO, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that DFO has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration. The arbitration will be conducted in the State of New York, unless you and DFO agree otherwise. If you are using CTRWOW for commercial purposes, each party will be responsible for paying any arbitration filing, administrative and arbitrator fees and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing DFO from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
C. Class Action/Jury Trial Waiver
With respect to all persons and entities, regardless of whether they have obtained or used CTRWOW for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this Agreement, you and DFO are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
D. Limitation on Claims
You and DFO agree that any cause of action arising out of or related to CTRWOW and/or your use thereof must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DFO without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement
DFO may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by DFO in our sole discretion. DFO reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. DFO is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. DFO may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page. Your continued use of CTRWOW after any such change constitutes your acceptance of the new Terms of CTRWOW. If you do not agree to any of these terms or any future Terms of CTRWOW, do not use or access (or continue to access) CTRWOW.
C. Electronic Communication
All information communicated on CTRWOW is considered an electronic communication. When you communicate with DFO through or on CTRWOW or via other forms of electronic media, such as e-mail, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and DFO’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us at email@example.com with any questions regarding this Agreement.
F. Disclosures; California Residents
The provider of services is DFO, Inc. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer CTRWOW of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
You may have access to our confidential, proprietary or trade secret information whether disclosed orally or in writing through any media ("Confidential Information"). You acknowledge that the Confidential Information contains valuable trade secrets and other proprietary information and remains our sole and exclusive property. You will restrict disclosure of Confidential Information to your officers, directors, employees, affiliates and agents with a need to know, and will otherwise protect Confidential Information as it protects its own proprietary information (but will in no case take less than reasonable measures). No information will be deemed "Confidential Information" to the extent that you can show that it: (a) was in the public domain when communicated to you; (b) is communicated to you free of any confidentiality obligation; or (c) was in your possession free of any obligation of confidence when first communicated. You will not be in violation of this Section by making a disclosure in response to a valid order by a court or other governmental body, provided that, if permitted by law, you shall provide us prompt notice of such impending disclosure to permit us to seek confidential treatment thereof.
H. Entire Agreement/Severability