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 Sites 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 SoftwareRestricted
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 JURISDICTIONS 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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