@ 2019 MODIFLY INC.    ALL RIGHTS RESERVED
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(858) 336-6532

Terms and Conditions

PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS”) BEFORE ACCESSING OR USING THE MODIFLY WEBSITE AT WEMODIFLY.COM (THE “WEBSITE”). BY ACCESSING OR USING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO CONSENT TO THESE TERMS AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE WEBSITE.

I. The Website

The Website is owned and operated by Modifly, Inc. (“Modifly,” “we,” “us,” “our,” or similar pronouns). As used in these Terms, the word “Website” shall also refer to the logos, designs, text, graphics, software, other content, and materials available through the Website and the selection and arrangement thereof (“Content”). Unless explicitly stated otherwise, any new features, functionalities, and/or services that augment or enhance the Website in the future shall be considered part of the Website and subject to these Terms.

 

By using or accessing the Website, you represent and warrant that: (a) you are 18 years of age or older; (b) if you are under the age of majority in your jurisdiction, you have the authorization of your parent or legal guardian to use and access the Website and to agree to these Terms; and/or (c) you will use the Website in accordance with these Terms.

II. Modification of These Terms and/or the Website

If you do not agree with any of these Terms, please do not use the Website. We reserve the right, at our sole discretion, to modify these Terms at any time without further notice. The most recent modification date will be noted by the Effective Date below. Your continued use of the Website after any such modification constitutes your acceptance of these Terms as modified. We may, at our sole discretion, terminate, change, modify, suspend, make improvements to, and/or discontinue any aspect of the Website, temporarily or permanently, including the availability of any features of the Website or access to any part of the Website, at any time with or without notice to you. You agree that we will not be liable to you or to any third party for any modification, suspension, discontinuance, and/or termination of the Website.

III. Our Careers Section

In order to apply for a position with Modifly you may be required to submit an application, which may include your resume and/or other information about yourself. If you choose to submit an application, you agree to provide true, accurate, and complete information about yourself as prompted by the application form.

IV. Privacy

For information about our privacy practices, please read our Privacy Policy available at wemodilfy.com/Privacy/ (“Privacy Policy”). Our Privacy Policy is incorporated into these Terms and explains how we collect, use, share, and secure your personal information in connection with the Website. By using the Website, you agree to the terms of our Privacy Policy.

V. License Grant

We grant users like you a limited, nonexclusive, non transferable license to access and use the Website (including any Content) strictly in accordance with these Terms. We may terminate this license at any time for any reason. You may use the Website for your own personal, noncommercial use. No part of the Website may be reproduced in any form or incorporated into any information-retrieval system, electronic, mechanical, or otherwise, without our express written permission. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer, and/or transfer the Website or any portion thereof. You may not use any device, software, and/or routine to interfere or attempt to interfere with the proper working of the Website, and you may not take any action that imposes an unreasonable or disproportionately large load on our systems.

VI. Proprietary Rights

All ownership rights and title in and to the Website, including all Content therein, are owned by us and/or our licensors and/or clients and protected under applicable copyright, trademark, and other proprietary rights and international treaties. Except as expressly stated in these Terms, you may not reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way the Website, including any Content therein, without our prior written permission. All rights not expressly granted to you through these Terms are retained by us and our licensors and clients.

 

Nothing in these Terms grants you any right to use any of our or our clients’ trademarks, service marks, logos, domain names, other indicia of origin, and/or any Content or other examples of the work we have done for our clients in the past.

VII. Submission of Ideas

Modifly is an innovative creative agency actively pursuing our own creative ideas relating to our business and the businesses of our clients. As a result, we do not accept or consider any unsolicited creative ideas, suggestions, proposals, or materials, and we do not compensate anyone for any such unsolicited ideas, suggestions, proposals, or materials. The purpose of this policy is to avoid potential misunderstandings when ideas, campaigns, and other materials developed by us or our clients might appear to be similar or identical to submissions. Indeed, since we are continually developing various ideas in connection with our work, we may have already developed or may independently develop in the future the same or a similar idea ourselves.

 

In the event you do submit any unsolicited ideas, suggestions, proposals, or other materials, or provide any feedback based on the Content or any work we have done for our clients, you hereby grant to the Modifly Parties (defined below) an irrevocable, perpetual, sublicensable, and royalty-free license to exercise the intellectual property rights in any such submissions made by you or on your behalf for any purpose at our sole discretion. We also reserve the right to delete unread or destroy any such submissions at our sole discretion.

VIII. Third-Party Applications, Links, and Content

The Website may include links or direct connections to other websites, content, and/or resources made available to you from third parties. For example, the Website may provide direct links to our clients’ websites or certain social-networking services. You acknowledge that we have no control over any such third-party applications, websites, content, and/or resources, which are made available by companies or persons other than us. You acknowledge and agree that we are not responsible for the availability of any such third-party applications, websites, content, and/or resources. You further acknowledge that we are not liable to you for any loss or damage that may be incurred by you as a result of these third-party applications, websites, content, and/or resources.

IX. User Conduct

By using or accessing the Website, you agree NOT TO:

 

  • Disrupt or interfere with the security of or otherwise abuse the Website and/or any services, system resources, accounts, servers, or networks connected to or accessible through the Website or any affiliated or linked websites

  • Disrupt or interfere with any other user’s enjoyment of the Website

  • Upload, post, or otherwise transmit through or on the Website any viruses or other harmful, disruptive, and/or destructive files of any kind whatsoever

  • Use framing techniques to enclose our or our clients’ names, trademarks, logos and/or other proprietary information (including any Content) without our express written consent

  • Use meta tags or any other “hidden text” utilizing our or our clients’ names, trademarks, logos, and/or other proprietary information (including any Content) without our express written consent

  • Deep link to the Website without our express written consent

  • Create, use, and/or submit a job application with a false identity or inaccurate information on or through the Website

  • Collect or store personal data about others

  • Attempt to obtain unauthorized access to the Website or any portion of the Website that is restricted from general access

  • Submit any material that is knowingly false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy, or otherwise in violation of any law, rule, and/or regulation

  • Submit any copyrighted material unless the copyright is owned by you or you have obtained the necessary permissions and licenses from the copyright owner

In addition, you agree that you will comply with all applicable local, state, national, and/or international laws and regulations that relate to your use of or activities in connection with the Website.

 

You agree to immediately notify us if you suspect fraudulent or abusive activity or any other activity in violation of these Terms. If you so notify us or we otherwise suspect fraudulent or abusive activity, you agree to cooperate with us in any investigation and to use any preventative measures we deem appropriate.

X. Indemnity

You agree to indemnify and hold harmless Modifly, our clients, and our and their respective parent companies, affiliates, subsidiaries, related entities, licensees, assignees, designees, representatives, officers, directors, members, managers, employees, agents, and those acting for them or on behalf of any of them (the “Modifly Parties”) from and against any and all losses, claims, damages, expenses, and/or liabilities of any kind (including settlement costs, court costs, and attorneys’ fees) resulting from or in any way, directly or indirectly, connected with your use of the Website or arising from your breach of these Terms, including any representation, warranty, obligation, and/or agreement set forth herein. As a part of your indemnification obligations, you agree to indemnify the Modifly Parties from any claims or suits arising from any materials you provide to us.

XI. Disclaimer of Warranties

While we use reasonable efforts to include up-to-date information on the website, we make no warranties or representations as to its accuracy, timeliness, reliability, completeness, or otherwise. The website, in whole and in part (including all content), is provided, transmitted, distributed, and made available as is without express or implied warranties of any kind, including warranties of title, implied warranties of merchantability, or fitness for a particular purpose. Without limiting the generality of the foregoing, we make no warranty: (a) that the website will be uninterrupted or error free; (b) that defects or errors in the website will be corrected; (c) that the website will be free from viruses or other harmful components; (d) as to the quality, accuracy, completeness, and/or validity of any information or content you receive in connection with the website; (e) that your use of the website will meet your requirements; and/or (f) that transmissions of any of your data and/or information will be secure.

XII. Limitation of Liability

You expressly acknowledge and agree that you assume total responsibility and risk for your use of the website and the results and performance thereof (including your use of any content, applications, websites, and/or any goods or services you may receive in connection with the website and/or links contained within the website).

 

In no event and under no cause of action, including negligence, shall the Modifly parties be liable for any damages, claims, and/or losses incurred (including direct, indirect, compensatory, incidental, special, consequential, and/or exemplary damages), however caused and under any theory of liability, including those arising from and/or in connection with the following, even if a party is advised of the possibility of such damages, claims, and/or losses: (a) the website, including any content; (b) your use or inability to use the website or any content; (c) any third-party application, website, and/or website used in connection with or available through the website; (d) unauthorized access to or alteration or loss of your transmissions or data or other information sent or received in connection with the website; and/or (e) errors, system downtime, network or system outages, file corruption, and/or any other website interruptions or unavailability.

Notwithstanding anything to the contrary contained herein, the Modifly parties’ cumulative liability to you arising from any cause whatsoever and regardless of the form of the action will at all times be limited to the amount paid, if any, by you for the website. If no amounts were paid, your sole remedy under these terms shall be to discontinue any use of the website.

XIII. Exceptions

Some jurisdictions do not allow the disclaimer, exclusion, and/or limitation of certain warranties, liabilities, and/or damages, so some of the above disclaimers, exclusions, and/or limitations may not apply to you. In such jurisdictions, our liability will be limited to the fullest extent permitted by applicable law.

XIV. International Users

The Website is controlled, operated, and administered by us from our offices within the United States. We make no representation that the Website, including any Content, is appropriate or available for use at other locations outside of the United States or the United Kingdom, and accessing the Website from territories where the Content may be illegal is prohibited. If you access the Website from a location outside of the United States or the United Kingdom, you are responsible for compliance with all local laws, rules, and/or regulations.

XV. General Terms

Headings:  The section titles in these Terms are provided solely for convenience and have no legal or contractual significance.

Notices:  You agree that we may provide you with notices in connection with the Website by email, postings on the Website, and/or updates to these Terms and/or the Privacy Policy.

 

Waiver:  Our failure to enforce any provision of the Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision in the future.

 

Entire Agreement:  The Terms constitute the entire agreement between you and us with respect to your use of the Website.

 

Severability and Interpretation:  In the event that any provision of the Terms is held unenforceable for any reason, the remainder of the provisions will continue in full force and effect and the unenforceable provision will be modified so as to most closely effect the intent of the original provision. The words “or” and “including” and similar terms will be interpreted non exclusively to mean “and/or” or “including but not limited to” or the equivalent, respectively.

 

Survival: Y ou may terminate your use of the Website at any time; however, all sections of these Terms (including your obligations herein) will survive perpetually.

XVI. Applicable Law and Disputes

The Terms and any dispute arising herein or in connection with the matters contemplated hereby, whether in contract, tort, or otherwise, will be governed in all respects by the internal laws of the State of New York, without giving effect to New York conflict of laws rules to the extent such rules would require or permit the application of the laws of another jurisdiction. You and we both hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in New York, New York, for any actions, suits, or proceedings arising out of or relating to the Terms. You and we both hereby irrevocably and unconditionally waive any objection based on lack of personal jurisdiction, improper venue, or inconvenient forum in any such action, suit, or proceeding and agree not to plead the same. To the extent permitted by law, any cause of action you may have with respect to the Website must be commenced within one (1) year after the claim or cause of action arises, notwithstanding any statutes of limitation to the contrary.

XVII. Contact Us

If you have any questions or comments regarding the Website, you may contact us here: hello@wemodifly.com

Effective date: January 1, 2019