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TERMS AND CONDITIONS
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TERMS AND CONDITIONS OF WEBSITE USE AGREEMENT
WELCOME! PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE CONTINUING
TO USE ANY PORTION OF THIS WEBSITE.
BY USING THIS WEBSITE, OR SUBMITTING ANY INFORMATION TO MAGAYA.COM
(“MAGAYA”), YOU INDICATE YOUR ACCEPTANCE OF, AND AGREE TO
BE BOUND BY, THE TERMS AND CONDITIONS SET FORTH BELOW (THE “AGREEMENT”).
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW, YOU
MUST EXIT THIS WEBSITE IMMEDIATELY.
TERMS AND CONDITIONS
1. Acceptance.
1.1. This Agreement constitutes your agreement with MAGAYA CORP. with
respect to your use of the MAGAYA website. You must agree to abide
by all of the terms and conditions contained in this Agreement in
order to continue viewing or using the MAGAYA website.
1.2. MAGAYA CORP. reserves the right to change, modify, add or remove
any portion of this Agreement, in whole or in part, at any time in
its sole and absolute discretion. It is important for you to refer
to this Agreement from time to time to make sure that you are aware
of any additions, revisions, or modifications that may have been made
to this Agreement.
1.3. Changes in this Agreement will be posted at www.MAGAYA.com (the
“Website”). Your continued use of the websites with home
pages at www.MAGAYA.com after any changes are made, shall be deemed
your acceptance of the changes.
2. Copyright; Trademark.
2.1. The Website is protected by copyright pursuant to U.S. copyright
laws, international conventions and other copyright laws. All materials
contained on the Websites are protected by copyright and are owned
or controlled by MAGAYA CORP. or the party credited as the provider
of the content. You agree to abide by any and all additional copyright
notices, information, or restrictions contained in any part of the
Website. Copying or storing any part of the Website is expressly prohibited
without prior written permission from MAGAYA CORP. or the copyright
holder as identified on the Websites
2.2. MAGAYA are either trademarks or registered trademarks of MAGAYA
CORP. You agree not to delete any trademark or similar notice from
any contents you obtain from the Website. Any questions concerning
the use of these trademarks or whether a trademark that does not appear
on this list is a trademark of MAGAYA CORP. should be referred to
MAGAYA at info@magaya.com.
3. Changes to the Website; Usage. MAGAYA CORP. may change, suspend
or discontinue any aspect of the Website at any time. MAGAYA CORP.
may also impose limits on certain features and services or restrict
access to parts or all of the Website without notice or liability.
4. Representations and Warranties. You represent, warrant and covenant
that:
4.1. You are at least eighteen years old; and
4.2. You will not upload, post, transmit, distribute or otherwise
publish through the Websites any materials which:
4.2.1. Restrict or inhibit any other user from using and enjoying
the Websites;
4.2.2. Are unlawful, threatening, abusive, libelous, defamatory, obscene,
pornographic, profane, or indecent;
4.2.3. Constitute or encourage conduct that would constitute a criminal
offense, give rise to civil liability or otherwise violate the law;
4.2.4. Violate, plagiarize or infringe the rights of any third party
including, without limitation, copyright, trademark, patent, rights
of privacy or publicity, or any other right of any third party;
4.2.5. Contain a virus or other harmful or potentially harmful component;
4.2.6. Contain any information advertising of any kind; and/or
4.2.7. Constitute or contain false or misleading indications of origin
or statements of fact.
5. No Endorsement. MAGAYA CORP. neither represents nor endorses the
accuracy or reliability of any message, advice, opinion, statement,
memorandum, or other information displayed or distributed through
the Websites. You acknowledge that any reliance upon any such message,
advice, opinion, statement, memorandum, or information shall be at
your sole risk. MAGAYA CORP. reserves the right, in its sole and absolute
discretion, to correct any errors or omissions in any portion of the
Websites. MAGAYA CORP. shall not have any duty to correct any errors
or omissions in any portion of the Websites.
6. Links.
6.1. The Websites contain hyperlinks to other World Wide Web sites
(“Other Site(s)”). If you use the hyperlinks to access these
Other Sites, you will leave the Websites and your browser will be
re-directed to the Other Sites. MAGAYA CORP. has not reviewed the
content of any Other Site, and does not guarantee any Other Site’s
accuracy or authenticity. The hyperlinks to Other Sites do not constitute
an endorsement by MAGAYA CORP. of any third party sites or resources,
or their content. MAGAYA CORP. is only providing these links to you
as a convenience, and the inclusion of any link does not imply endorsement
by MAGAYA CORP. of the Other Sites.
6.2. Any Other Site that links to the Websites: (i) Shall not create
a browser or border environment around any of the content of the Websites;
(ii) May link to, but not replicate, MAGAYA CORP. content; (iii) Shall
not imply that MAGAYA CORP. is endorsing or sponsoring it or its products;
(iii) Shall not present false information about MAGAYA CORP. or its
products or services; (iv) Shall not use the name “MAGAYA”,
or “MAGAYA.COM” without the prior written permission from
MAGAYA CORP.; and (v) Shall not contain content that could be construed
as distasteful, offensive or controversial.
6.3. Notwithstanding anything to the contrary contained in this Agreement,
MAGAYA CORP. reserves the right to deny permission to link to the
Websites to any website for any reason in our sole and absolute discretion.
7. Registration Policy. Registration is required for the use of certain
portions of the Websites. In order to register, you must supply, among
other things, a valid email address and a password of six characters
or more (“Registration Information”). Once you register,
you will be given access to a unique account (your “Account”)
through which you may access the various features of the Websites.
It is your responsibility to keep your Registration Information secret.
You agree to immediately notify MAGAYA CORP. if you believe that your
Registration Information has been, or will be, compromised.
7.1. Your registration with the Websites shall not impose any duty
on MAGAYA CORP. to provide any particular service to you.
7.2. MAGAYA CORP. reserves the right to terminate your Account for
any reason in our sole and absolute discretion at any time, without
prior notice to you.
8. Notice Specific to Software Available on the Websites.
8.1. Any software that is made available to download from the Websites
and/or MAGAYA CORP.’s servers (the “Software”) is the
copyrighted work of MAGAYA CORP. and/or its suppliers. Use of the
Software is governed by the terms of the end user license agreement
which accompanies or is included with the Software (the “License
Agreement”). An end user shall not install any Software that
is accompanied by or includes a License Agreement unless he or she
first agrees to the License Agreement terms.
8.2. The Software is made available for downloading solely for use
by end users according to the License Agreement. Any reproduction
or redistribution of the Software not in accordance with the License
Agreement is expressly prohibited by law, and may result in severe
civil and criminal penalties. Violators will be prosecuted to the
maximum extent possible.
8.3. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE
SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION
OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION
OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT
ACCOMPANYING SUCH SOFTWARE.
8.4. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS
OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT,
MAGAYA CORP. HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD
TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
8.5. FOR YOUR CONVENIENCE, MAGAYA CORP. MAY MAKE AVAILABLE ON THIS
WEBSITE OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR
DOWNLOAD. MAGAYA CORP. DOES NOT MAKE ANY ASSURANCES WITH REGARD TO
THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF
ANY SUCH TOOLS AND UTILITIES.
8.6. Any Software which is downloaded from the Websites or MAGAYA
CORP.’s servers for or on behalf of the United States of America,
its agencies and/or instrumentalities (“U.S. Government”),
is provided with restricted rights. Use, duplication, or disclosure
by the U.S. Government is subject to restrictions as set forth in
subparagraphs (c)(1) and (2) of the Commercial Computer Software—Restricted
Rights at 48 CFR 52.227-19, as applicable.
9. Notice Specific to Documents Available on the Websites.
9.1. Permission to use documents such as white papers, press releases,
datasheets and FAQs from this website or MAGAYA CORP.’s servers
(the “Documents”) is grant 6987
nbhhed, provided that (1) the below
copyright notice appears in all copies and that both the copyright
notice and this permission notice appear; (2) use of such Documents
is for informational and non-commercial or personal use only and will
not be copied or posted on any network computer or broadcast in any
media; and (3) no modifications of the Documents are made. Any copying,
reproduction, redistribution, or modification of the Documents not
in accordance with the License Agreement is expressly prohibited by
law, and may result in severe civil and criminal penalties. Violators
will be prosecuted to the maximum extent possible.
9.2. The Documents specified above do not include the design or layout
of the Websites or any other MAGAYA CORP. owned, operated, licensed
or controlled website. Elements of MAGAYA CORP. websites, including
but not limited to MAGAYA.com are protected by trade dress, trademark,
unfair competition, and other laws and may not be copied or imitated
in whole or in part. No logo, graphic, sound or image from any MAGAYA
CORP. website may be copied or retransmitted unless expressly permitted
by MAGAYA CORP.
9.3. MAGAYA CORP. MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF
THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED
ON THE WEBSITE OR ON ITS SERVERS FOR ANY PURPOSE. ALL SUCH DOCUMENTS
AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY
OF ANY KIND. MAGAYA CORP. HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS
WITH REGARD TO THIS INFORMATION, INCLUDING ALL IMPLIED WARRANTIES
AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL MAGAYA CORP. BE LIABLE
FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES
WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN
AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING
OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION
AVAILABLE FROM THE WEBSITES OR MAGAYA CORP.’S SERVERS.
9.4. THE DOCUMENTS COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL
ERRORS. CHANGES ARE PERIODICALLY MADE TO THE DOCUMENTS.
10. Notice and Procedure for Making Claims of Copyright Infringement
pursuant to the Online Copyright Infringement Liability Limitation
Act of the Digital Millennium Copyright Act.
10.1. MAGAYA CORP. respects the rights of all copyright holders and
in this regard, MAGAYA CORP. has adopted and implemented a policy
that provides for the termination in appropriate circumstances of
subscribers and account holders who infringe the rights of copyright
holders. If you believe that your work has been copied in a way that
constitutes copyright infringement, please provide MAGAYA CORP.’s
copyright agent the following information required by the Online Copyright
Infringement Liability Limitation Act of the Digital Millennium Copyright
Act, 17 U.S.C. § 512:
10.1.1. A physical or electronic signature of a person authorized
to act on behalf of the owner of an exclusive right that is allegedly
infringed;
10.1.2. Identification of the copyright work claimed to have been
infringed, or, if multiple copyrighted works at a single online site
are covered by a single notification, a representative list of such
works at that site;
10.1.3. Identification of the material that is claimed to be infringing
or to be the subject of infringing activity and that is to be removed
or access to which is to be disabled, and information reasonably sufficient
to permit us to locate the material;
10.1.4. Information reasonably sufficient to permit us to contact
the complaining party;
10.1.5. A statement that the complaining party has a good-faith belief
that use of the material in the manner complained of is not authorized
by the copyright owner, its agent, or the law; and
10.1.6. A statement that the information in the notification is accurate,
and under penalty of perjury, that the complaining party is authorized
to act on behalf of the owner of an exclusive right that is allegedly
infringed.
10.2. MAGAYA CORP.’s copyright agent for notice of claims of
copyright infringement on or regarding the Websites can be reached
as follows: Mr. Gabriel Ruz, Copyright Agent, MAGAYA CORP., 8725 NW 18 Terrace Suite 209, Miami, Florida, 33172; Phone (786) 845-9150;
Fax (786) 845-9150; Email info@magaya.com.
11. Site Content and Information; Features.
11.1. The Websites contains information, advice, text, and other materials
(collectively, the “Information”) that are provided for
your convenience and enjoyment. You should be aware that the Information
might contain errors, omissions, inaccuracies, or outdated information.
MAGAYA CORP. makes no representations or warranties as to the completeness,
accuracy, adequacy, currency or reliability of any Information and
shall not be liable for any lack of the foregoing.
11.2. Descriptions of, or references to, products or publications
within the Websites do not imply endorsement of that product or publication.
11.3. MAGAYA CORP. does not represent or warrant that every action
you take with regard to your Account and related activities on the
Websites will be lawful in any particular jurisdiction. It is incumbent
on you to know the laws that pertain to you in your jurisdiction and
act lawfully at all times when using the Websites.
12. WARRANTY.
12.1. THE WEBSITES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS
AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM
THE WEBSITES, IS PROVIDED “AS IS.” TO THE FULLEST EXTENT
PERMISSIBLE BY LAW, MAGAYA CORP. AND ITS SUBSIDIARIES AND AFFILIATES
MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER ABOUT:
12.1.1. THE CONTENT ON THE WEBSITES;
12.1.2. THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY
THE SOFTWARE USED ON OR ACCESSED THROUGH THE WEBSITES;
12.1.3. THE MATERIALS, MESSAGES AND INFORMATION SENT FROM THE WEBSITES
BY USERS;
12.1.4. ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES;
AND/OR
12.1.5. ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF
SENSITIVE INFORMATION THROUGH THE WEBSITES OR ANY LINKED SITE.
12.2. FURTHER, MAGAYA CORP. AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM
ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MAGAYA CORP.
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITES OR ANY
MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE;
THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEBSITES OR THE SERVERS
THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
MAGAYA CORP. AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE
FOR THE USE OF THE WEBSITES INCLUDING, WITHOUT LIMITATION, THE CONTENT
AND ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS LIMIT OR DO NOT
ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER
MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS
APPLICABLE TO THIS AGREEMENT.
12.3. MAGAYA CORP. DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF
THE WEBSITES ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY
EVENT, SPECIFICALLY DISCLAIM SUCH WARRANTIES. YOU UNDERSTAND THAT
BY USING ANY OF THE FEATURES OF THE WEBSITES, YOU ACT AT YOUR OWN
RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL
IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE WEBSITES.
13. Limitation of Liability; Indemnity.
13.1. Under no circumstances shall MAGAYA CORP. be liable for any
special, indirect, or consequential damages that are directly or indirectly
related to the use of, or the inability to use, the Websites, even
if MAGAYA CORP. has been advised of the possibility of such damages.
Some states do not allow the exclusion or limitation of incidental
or consequential damages, so the above limitation or exclusion may
not apply to you. In no event shall MAGAYA CORP.’s total liability
to you for all damages, losses, or causes of action exceed one hundred
dollars ($100).
13.2. You agree to defend and indemnify MAGAYA CORP., its officers,
employees, owner representatives and agents (hereinafter individually
and collectively referred to as "Indemnitees") for any claims,
demands, penalties, fines, liabilities, attorneys’ fees, court
costs, legal expenses and causes of action of whatsoever nature, whether
civil or criminal, for losses and/or damages of any kind which may
be brought against MAGAYA CORP. and/or Indemnitees, in any way, directly
or indirectly, incident to, arising out of, in connection with or
resulting from your use of the Websites.
14. Governing Law. This Agreement and the interpretation of its terms
shall be governed by and construed in accordance with the laws of
the State of Florida, without regard to its conflicts of laws rules.
15. Jurisdiction and Venue. The parties irrevocably submit and consent
to the exclusive jurisdiction and venue of the Florida state courts
in and for Broward County, Florida and the Federal Courts in and for
the Southern District of Florida. The parties waive all rights to
trial by jury in any action or proceeding instituted in connection
with this Agreement. The parties agree not to raise the defense of
forum non conveniens.
16. Notices.
16.1. Whenever, under the provisions of this Agreement, you are required
or permitted to give notice to MAGAYA CORP., you shall give the notice
in writing. It shall be deemed given either when delivered personally,
or by courier, or three days after mailing, postage prepaid by registered
or certified mail, return receipt requested, addressed to MAGAYA CORP.
at the following address:
MAGAYA CORPORATION
8725 NW 18 Terrace, Suite 209
Miami, FL 33172
USA
with a copy to:
Ron Isriel, Esq.
Isriel & Associates, Inc.
80 S.W. 8th Street Suite 1720
Miami, Florida 33130
16.2. Whenever, under the provisions of this Agreement, MAGAYA CORP.
is required or permitted to give notice to you, MAGAYA CORP. may send
an e-mail to the address provided by you when you registered with
the Websites. If you have not provided an e-mail address or if you
have not registered with the Websites, MAGAYA CORP. may send a notice
to you in any reasonable way.
17. Miscellaneous. This Agreement contains the sole and entire agreement
between the parties with respect to the use of the Websites and supersedes
any and all other prior written or oral agreements between them. Captions
contained in this Agreement are inserted only as a matter of convenience
or for reference and in no way define, limit, extend, or describe
the scope of this Agreement or the intent of any provision of this
Agreement. It is the intent of the parties that neither this Agreement,
nor any covenant in this Agreement, shall be construed against either
party pursuant to the common law rule of construction against the
drafter. It is the intent of the parties that said rule not be applicable
to this Agreement. The parties waive all rights to trial by jury in
any action or proceeding instituted in connection with this Agreement.
Any controversy or claim arising out of or relating to this Agreement,
or the breach of this Agreement, shall be settled by arbitration administered
by the American Arbitration Association exclusively in Broward County,
Florida in accordance with its commercial arbitration rules and judgment
upon the award rendered by the arbitrator may only be entered in any
court in the Southern District of Florida having jurisdiction thereof.
If any provision of this Agreement shall be held invalid or unenforceable
by any court of competent jurisdiction or as a result of future legislative
action, such holding or action shall be strictly construed and shall
not affect the validity or effect of any other provision of this Agreement.
Last updated: December 22, 2000.
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