Winly Playbook Platform Terms and Conditions of Use
Last revised: (September 1, 2017)
a. Please read these terms and conditions carefully. The terms and conditions set out herein govern User’s use of and access to the Winly application software program (the “SERVICES” or “SERVICE”) operated and administered by Synergy Business Development, Inc. (“SBDI”) and the messages, information, data, text, graphics, images, photographs, illustrations, software or other content available through the Services (collectively the “CONTENT”). These Services are provided by SBDI solely for the limited purposes identified in the terms and conditions and its use is conditional on User’s acceptance thereof (collectively the “TERMS AND CONDITIONS”).
b. SBDI is a corporation incorporated under the laws of New York.
c. The Services and Content are for your benefit as a viewer of the Services and/or as a registered user of a SBDI Service (hereinafter a “USER”) and contain information of interest to the general public.
d. By visiting, accessing or using any or all Services, including, as applicable, to use or access any of the Content, User agrees on its own behalf, and on behalf of any entity on whose behalf the User may act, to accept and abide by the Terms and Conditions for each use of and each visit to these Services. If User does not agree to abide by the Terms and Conditions, the User shall not use these Services or access the Content.
¥ Changes to the Services
a. SBDI has the right, in its sole discretion, to add to, remove, modify or otherwise change any part of the Terms and Conditions, in whole or in part, at any time. Changes will be effective when notice of such change is posted at the applicable Service. It is User’s responsibility to check the Terms and Conditions regularly to determine whether any changes have been made; please check the Terms and Conditions frequently for updates by checking the date of the “Last Update” at the top of this document. If any term, condition or any change to the Terms and Conditions is not acceptable to User, User must discontinue its use of the Services immediately. User’s continued use of the Services after any such changes are posted will constitute acceptance of those changes. The Terms and Conditions apply exclusively to User’s use of the Services and do not alter the terms or conditions of any other agreement User may have with SBDI.
b. SBDI may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of the Services, including (i) removing, adding, modifying, or changing the availability of, restricting access to, or imposing limits on any or all features on, or links to, the Services, or (ii) adding, removing or changing any fees or charges for use of the Services or any feature of the Services. SBDI reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice, but confirms that it has no duty to do so. SBDI and its service providers will also have the right to terminate User’s use of the Services as set out below under the heading “Termination of Use”.
c. User agrees to have the Terms and Conditions and any related information made available to him/her, and to otherwise have communications between User and SBDI occur, electronically.
¥ Permitted Use
a. User is granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited license to copy, download, display on his/her computer, print, and use the Content only for informational purposes and solely for: (a) User’s own personal use; or (b) User’s organization or company internal use. Except as provided herein, no other use is permitted.
b. User shall not modify the Content from the form as presented on the Services without acknowledging the source of the Content so modified (the “USER MODIFICATIONS”). Any User Modifications shall be made solely to the extent necessary to adapt the Content to User’s own personal use. Any User Modification shall not modify, edit or delete any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content.
c. All rights not expressly granted by the Terms and Conditions are reserved to SBDI.
¥ Restricted Uses
a. User may not:
i. include any Content in or with any product or service that User creates or distributes;
ii. copy any Content onto User’s own or any other web site;
iii. use the Services in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, the Services, system resources, accounts, servers, networks, affiliated or linked sites, connected to or accessible through the Services (including uploading, posting or otherwise transmitting on the Services computer viruses, Trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the Services’ infrastructure; or using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from the Services or the Content in whole or in part);
iv. use the Services, the Content or User Modifications in any manner that infringes upon the legal rights of any other person (including privacy and personality rights, copyright, moral rights, and other intellectual property rights), that is unlawful, that violates any right of SBDI, its partners, licensors, content providers, service providers or contractors, that is prohibited in the Terms and Conditions (including by accessing the Services from any location where such access may be illegal or prohibited), that is unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), that is otherwise objectionable or which does not respect the legal rights and interests of others;
v. use the Services, the Content or User Modifications in any data matching or data mining, including the collection or use of information about other users (including their e-mail addresses) without their consent;
vi. post or submit any materials to the Services which would violate any of the restrictions set out in the Terms and Conditions;
vii. use the Services for commercial purposes or activities, except for entering into commercial transactions with SBDI, including: (A) selling or offering to sell any goods or services; (B) soliciting for advertisers or sponsors; (C) conducting contests, gaming or gambling or offering prizes, awards or any other incentives to any person; (D) displaying advertising or sponsorship banners, including those generated by banner or link exchange services; (E) soliciting for donations; or (F) use of unauthorized or unsolicited junk mail, spam, chain letters, pyramid schemes or any other form of solicitation; or
viii. use the Services in any manner that may: (A) harm, threaten, harass, abuse or intimidate any other person in any way or involve materials that depict, promote, encourage, indicate, advocate or tend to incite the commission of a crime or other unlawful activities, violence, hatred, cruelty or discrimination against any individuals or groups, for any reason, or any act of cruelty to animals; (B) dilute or depreciate the name and reputation of SBDI, any Marks (as defined herein), partners, licensors, content providers, service providers or contractors thereof, as applicable; (C) interfere with any other persons’ use and enjoyment of the Services or of the Internet generally; (D) result in the circumvention or breach of any user authentication, password, security or control measures regarding the Services or any other Internet resource or computer system; (E) conceal or misrepresent the author or origin of any messages or communication, or that impersonate any person, or that falsely state or otherwise misrepresent an affiliation with any other person, including any SBDI Representative (as defined below); or (F) disclose images of any person or private information about any person (such as names, telephone numbers, e-mail addresses, postal addresses, social insurance or other security number) without that person’s permission.
b. Except as provided herein, none of the Content may be copied, resold, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of SBDI or the intellectual property right owner. If User has questions about the Terms and Conditions, please send a request for clarification to SBDI at email@example.com.
c. User may not, without the written permission of SBDI, “mirror” any Content on any other server.
¥ Proprietary Information
a. User agrees that all Content is protected by copyright (either registered or arising at common law or under the applicable civil law) and owned or controlled by SBDI. User shall acknowledge the source of any Content used by him/her in accordance with the Terms and Conditions.
b. Copyright and permission details are available on demand or as indicated on the Services. Any unauthorized copying, redistribution, reproduction or modification of these Services or the Content by any person may be a violation of trade-mark and/or copyright laws and could subject such person to legal action. User agrees to comply with all copyright laws worldwide in his/her use of the Services and the Content and to prevent any unauthorized copying of the Content.
c. Certain names, words, titles, phrases, logos, icons, graphics or designs in the Services of SBDI constitute trade-marks, trade-names, trade dress and/or associated products and services of SBDI, its partners, any licensor, content provider, service provider or contractor of SBDI or any other third party (collectively the “MARKS”) and may be protected in the United States and Worldwide and their display on the Services does not convey or create any license or other rights in the Marks. Any use of any of the Marks, in whole or in part, that are accessible via the Services without prior written authorization of SBDI or such third party is strictly prohibited.
d. SBDI respects the intellectual property rights of others. If you believe that your work has been copied and appears on the Services in a way that constitutes infringement of your intellectual property rights, please notify us firstname.lastname@example.org. SBDI reserves the right to remove content that infringes upon the intellectual property rights of others and to terminate use of the Services as set out below under the heading “Termination of Use”.
a. The Services and the Content are provided “AS IS” and as available basis; and that any access to, use of, modification to or reliance on the Services and the Content shall be at User’s sole risk. SBDI and its partners, licensors, agents, content providers, service providers, employees, officers, directors or representatives (“SBDI REPRESENTATIVES”), cannot and do not guarantee and do not make any, and expressly disclaim, all representations, warranties, covenants and conditions, express or implied, by operation of law or otherwise, with respect to the Services or Content, including: (i) any implied warranties and conditions of merchantability, merchantable quality, or fitness for any particular purpose, or non-infringement, or any implied representations or warranties arising out of course of performance, course of dealing or usage of trade; (ii) that the Services or Content will meet User’s requirements or will be compatible with User’s computer or related equipment, photograph equipment or software; (iii) that the Services or Content is accurate, valid, reliable, authentic, current, or complete; or (iv) that the Services will continue to operate, operate without interruptions or be error-free.
b. In addition, SBDI Representatives make no representation or warranty that the Services or Content is appropriate or available for use at any location. Accessing the Services or Content from locations where its contents are illegal is prohibited. Those who choose to access the Services or Content from locations other than the United States do so on their own initiative and are responsible for compliance with local laws.
c. User understands and agrees that SBDI Representatives cannot and do not guarantee or warrant that files available for downloading from the Services will be free from infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. User is responsible for implementing sufficient procedures and checkpoints to satisfy User’s particular requirements for the prevention of such contaminating or destructive code, and for the accuracy of data input and output, and for maintaining a means external to the Services for the reconstruction of any lost data. SBDI Representatives do not assume any responsibility or risk for User’s use of the Internet.
d. User is solely liable and responsible for any and all claims and demands made by any other person arising out of, in connection with, or relating to User’s use of the Services or Content, User Modifications or Content, User’s breach of the Terms and Conditions, User’s violation or infringement of the rights of others, or User’s violation of any applicable civil or criminal law. SBDI Representatives disclaim any and all responsibility and liability regarding all such matters.
e. User agrees that he/she is solely responsible for actions and communications undertaken or transmitted in the course of his/her usage of the Services, User Modifications and Content, and that User will comply with all laws that apply or may apply to his/her use of or activities on the Services or in respect of the Content or the User Modifications. SBDI may investigate occurrences which may involve violations of such laws, and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations. SBDI reserves the right at all times to disclose any information (including User’s personal information) regarding his/her usage of the Services or Content (including any perceived violations of applicable law), in each case as may be permitted or required by applicable law, including as necessary to satisfy any request authorized by applicable law.
¥ Linked Web Sites and Framing
a. Certain links on the Services may take User to other web sites. SBDI provides these links only as a convenience. SBDI is not responsible for the content of any such linked pages. SBDI makes no representation or warranty regarding, and does not endorse or approve, any linked web sites, the information appearing thereon or any of the products or services described. Should User leave the Services via a link contained herein, and view content that is not provided by or on behalf of SBDI, User does so at User’s own risk and it is User’s responsibility to take all protective measures to guard against viruses and other destructive elements.
b. User is granted a limited, nonexclusive right to create a hyperlink to the Services, other than to those portions of the Services where registration is required. User agrees that if User links his/her web sites to the Services, User or User’s web sites shall not (a) create frames around any part of the Services or use other techniques that alter the visual presentation of these Services; (b) imply that SBDI is endorsing User or any other person, or User’s or such other person’s products or services; (c) without the prior written consent of SBDI, imply an affiliation between User or any other person, or User’s or such other person’s products or services and SBDI; (d) misrepresent the relationship of User or any other person with SBDI or present false, misleading, derogatory, defamatory or otherwise damaging information or impressions about SBDI or any of its products or services; or (e) contain materials that may be interpreted as distasteful, harmful, offensive, or inaccurate, or are otherwise in breach of theses Terms and Conditions (including Section (Restricted Uses)).
¥ Limitation on Liability
a. User agrees that SBDI or SBDI Representatives shall not have any responsibility or liability in connection with the Services, the Content or the User Modifications to User or any other person or entity for any loss or damage whatsoever, incidental, indirect, punitive, exemplary, consequential or special damages (including damages for pain and suffering, emotional distress or similar damages, harm to business or reputation, loss of information or programs or data, loss of profit, loss of revenue or income, loss of salary or other compensation from employment), arising from or in connection with the use of or access to, or any inconvenience, delay or loss of use of or access to, the Services, the Content, the User Modifications, any content of any linked site, or failure of such sites, (including any damages suffered as a result of omissions or inaccuracies in such sites or content, or the transmission of confidential or sensitive information to or from such sites) even if SBDI or any SBDI Representatives have been advised of the possibility of such damages or loss or if such damage or loss was foreseeable.
a. User will indemnify and hold SBDI or SBDI Representatives (the “INDEMNIFIED PARTIES”) harmless from and against any claims brought by third parties arising out of User’s use of the information accessed from the Services, and any breach of the Terms and Conditions by User, including any use of the Content or User Modifications other than as expressly authorized in the Terms and Conditions. User agrees that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use or modification, and agrees to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers’ fees of the Indemnified Parties in connection therewith.
¥ Account and Password
a. User is responsible for maintaining the confidentiality of User’s account information, including User’s password, in respect of any account on the Services (including a forum account). User is responsible for all uses of User’s registered account(s), whether or not actually or expressly authorized by User.
b. User is responsible for verifying and maintaining the protection, security, and distribution of User’s account information, including account numbers, user names, and passwords.
c. All liability relating to password management resides with User and under no circumstances, including negligence or misconduct, shall SBDI be liable for any damages that result from the use of a User’s account.
a. All information that User provides through the Services or in connection with any material submitted, must be true, accurate, current and complete, and where applicable, must be updated by User promptly upon the occurrence of any change in such information.
b. SBDI and its service providers will rely on the information User provides. User will be responsible for any and all loss, damage, or additional costs that User, SBDI or its service providers or others may incur as a result of User’s submission of any false, incorrect or incomplete information or User’s failure to update his/her registration or other information that he/she submits via the Services.
c. Subject to any applicable law (and, in the case of personal information, the requirements of the SBDI Privacy Statement (available at www.winlyplaybook.com), any communications sent by or to User via the Services or SBDI, whether solicited by SBDI or otherwise, are on a non-confidential basis, and SBDI shall be free to use and disclose the content of any such communication, including any ideas, inventions, concepts or know-how disclosed therein, for any purpose including developing, manufacturing and/or marketing goods and services. User agrees to not assert any ownership right of any kind in such communications (including copyright, trade-mark, patent, unfair competition, moral rights, or implied contract) and User hereby waives such moral rights in favor of SBDI as well as the right to receive any financial or other consideration in connection with such communication.
d. If User sends any unsolicited idea, suggestion or other material in any format (“SUBMISSIONS”) to SBDI or the Services, User automatically grants to SBDI and its successors and assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to User or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of SBDI or its successors or assigns, and User agrees, represent and warrant that User shall waive all moral rights (including the right to be associated with the Submission) in the Submissions upon their submission to the Services.
a. SBDI respects Users’ right to privacy. All information that SBDI may collect via the Services about User during User’s visit to the Services, is subject to SBDI’s Privacy Statement, which is incorporated by reference into the Terms and Conditions and can be viewed at www.winlyplaybook.com.
a. The Services are hosted on servers residing in the USA and the Services are controlled by Services from the USA. By accessing the Services, User agrees that this agreement is formed in the USA, and that all matters relating hereto shall be governed by the laws of New York and the laws of the USA, without regard to the conflicts of laws principals thereof.
b. Any dispute between SBDI and User or any other person arising from, in connection with or relating to the Services, Content, Terms and Conditions, any transaction through the Services or any related matter must be resolved before the Courts of New York, USA, and User hereby irrevocably submit to the exclusive jurisdiction of those Courts in respect of any such dispute.
¥ Termination of Use
a. If User breaches any provision of the Terms and Conditions, then User may no longer use the Services or the applicable Contents that are made available through the Services and may have its registered account with SBDI revoked. SBDI, in its discretion, shall determine whether the Terms and Conditions have been violated.
b. SBDI or its service providers may at any time and for any reason, with or without cause, and in their sole discretion, immediately: (i) suspend or terminate (in whole or in part) User’s authorization to use the Services; (ii) suspend, terminate, remove or permanently delete and destroy, as applicable, any of User’s: (A) registered account with SBDI; (B) ID, password, URL, IP address or domain name; or (C) any material that User or others may have posted or submitted to any or all Services; (iii) restrict access to the materials posted or submitted to the Services; and (iv) bar User from any future use of the Services; all without any prior notice or any liability to User or any other person, and User agrees to comply with all such measures.
a. If for any reason a court of competent jurisdiction finds any provision of the Terms and Conditions or portion thereof to be unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Terms and Conditions, and the remainder of the Terms and Conditions shall continue in full force and effect. SBDI’s failure to insist upon or enforce strict performance of any provision of the Terms and Conditions or any right shall not be construed as a waiver of any such provision or right. User and SBDI are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by the Terms and Conditions or use of the Services, any Service or Content by User.
b. The Terms and Conditions (including the SBDI Privacy Statement at www.winlyplaybook.com) constitute the entire agreement between SBDI and User with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between SBDI or its partners and User with respect to this subject matter.
c. The provisions of the Terms and Conditions will inure to the benefit of and be binding upon SBDI and any service providers, as applicable, and their respective successors and assigns, and User and User’s heirs, executors, administrators, successors and personal representatives. User may not assign the Terms and Conditions or User’s rights and obligations under the Terms and Conditions without the express written consent of SBDI, which may be withheld in SBDI’s sole discretion. SBDI and its service providers may assign these terms and conditions and their respective rights and obligations under these terms and conditions without User’s consent.