By submitting an article, post or content (“Content”) to TALUMO, Inc (“TALUMO”) and the TALUMO Publishing Network (“Website”) you agree to the following terms:
- Responsibility of Guest Authors & Contributors. If you operate a website, comment on our blog, submit or post Content to the Website, post links on the Website, or otherwise make (or allow any third party to make) Content available by means of the Website, You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not libelous or defamatory, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
- your website or blog is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
- your website is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your website’s URL or name is not the name of a person other than yourself or company other than your own; and
- you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by TALUMO or otherwise.
By submitting Content to TALUMO for inclusion on our Website, you grant TALUMO a world-wide, royalty-free, and non-exclusive license to edit, reproduce, modify, adapt and publish the Content in any form of media (e.g. online or print) in perpetuity. If you request that TALUMO remove or delete Content, TALUMO will use reasonable efforts to remove it from the Website, but you acknowledge that some caching or references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, TALUMO has the right (though not the obligation) to, in TALUMO’s sole discretion (i) refuse or remove any content that, in TALUMO’s reasonable opinion, violates any TALUMO policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in TALUMO’s sole discretion. You also agree that TALUMO may choose whether or not to publish any submitted Content at it’s sole discretion.
- Copyright Infringement and DMCA Policy. As TALUMO asks others to respect its intellectual property rights, it respects the intellectual property rights of others. By submitting your Content to TALUMO you certify the you own the copyright to the material that you have submitted. If you believe that material located on or linked to by TALUMO.COM violates your copyright, you are encouraged to notify TALUMO in accordance with TALUMO’s Digital Millennium Copyright Act (”DMCA”) Policy. TALUMO will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of TALUMO or others, TALUMO may, in its discretion, terminate or deny access to and use of the Website.
- Intellectual Property. This Agreement does not transfer from TALUMO to you any TALUMO or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with TALUMO. TALUMO, TALUMO.COM, the TALUMO logo, and all other trademarks, service marks, graphics and logos used in connection with TALUMO.COM, or the Website are trademarks or registered trademarks of TALUMO or TALUMO’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any TALUMO or third-party trademarks.
- Changes. TALUMO reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. TALUMO may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
- Termination. TALUMO may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your TALUMO.COM account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Disclaimer of Warranties. The Website is provided “as is”. TALUMO and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither TALUMO nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
- Limitation of Liability. In no event will TALUMO, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to TALUMO under this agreement during the twelve (12) month period prior to the cause of action. TALUMO shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
- Indemnification. You agree to indemnify and hold harmless TALUMO, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to out of your violation this Agreement or resulting from any Content or material that you have submitted.
- Miscellaneous. This Agreement constitutes the entire agreement between TALUMO and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of TALUMO, or by the posting by TALUMO of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of Texas, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Denton County, Texas. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (”JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Dallas, Texas, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; TALUMO may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.