THE TERMS OF SERVICE ARE ISSUED BY QUANTFIN MEIER FINANCIAL SOLUTIONS ("QUANTFIN") INCORPORATED UNDER REGISTERED NUMBER CHE-384.288.529, SWITZERLAND. IT APPLIES TO ALL WEBSITES, MICRO-SITES, BLOGGING SITES AND OTHER ONLINE DIALOGUE PLATFORMS ("SITE") OWNED OR MANAGED BY OR ON BEHALF OF QUANTFIN UNDER THE URL SUBOWN.COM.
Subown and the Member (as defined in Section 1 herein), hereby agree to the terms and conditions set forth in these Terms of Service (the "Terms of Service"). These Terms of Service confirm and clarify respective rights and obligations between Subown and the Member in connection with Member's access to and use of the Site, Subown Platform and the Services.
1. DEFINITIONS. The following terms have the meanings ascribed to them below. All references to Section or Subsection numbers refer to Sections or Subsections in these Terms of Service, unless expressly stated otherwise.
"Services" means the technology, services, and applications provided by Subown including, without limitation, programming code, reports or other customized services that are related to the Member Page(s).
"Member" means a company or person who has an Account.
"Member Page" means a website, URL, web page and software application, or mobile device application owned or operated by Member on which the Services are enabled or used.
"Site" means https://subown.com.
"Account" means an account created for Member by completing the registration process on the Site for Member's authorized access to and use of the Services on the Site.
"High-Quality" means any websites, products, applications, mobile applications, services, and/or content that adheres to the AdSense Terms and Conditions (https://www.google.com/adsense/localized-terms).
"End User" means an individual who is accessing a Member Page.
"Member Content" means the High-Quality content on the Member Page.
"Member Data" means the data collected from the Member Page(s) (i) upon download of the Subown Tools by the Member and (ii) regarding End User's visit to and activity on the Member Page(s).
"Subown Technology" means software, code, proprietary methods and systems used to provide the Site or Services. Subown Technology includes the Subown Platform, Subown Tools, Site and Downloadable Code.
"Subown Tools" means the buttons, hyperlinks, widgets, toolboxes and other Subown tools provided on the Site as Downloadable Code used by an End User on the Member Page to Follow (defined below), share, view, engage, recommended and interact with Member Content.
"Downloadable Code" means the code provided on the Site that enables the installation of the Subown Tools and other Subown Technology on the Member Page(s).
"Personnel" means, collectively or individually, as the context requires, those employees, agents, contractors and consultants of a party and those of its consultants, subcontractors, representatives, agents, or subcontractors.
"Rules" means all applicable data protection, electronic communications and privacy laws, rules, regulations, regulatory guidelines, as well as any applicable self-regulatory guidelines.
"Owner" means the company or person that warrants and represents to own, or otherwise control, all of the rights to the Member Page including without limitation, the rights necessary to implement the Service.
"Advertising" means advertising with AdSense ads.
"Reserved Advertising Space" means Downloadable Code marked with class name subown-ad on the Member Page's HTML source code that enables to render AdSense ads through the Subown Technology.
"Ad Placement Right" means the limited, non-exclusive, worldwide license to use Reserved Advertising Space located next to the Member Content for Advertising.
"Ad Placement Rate" means the frequency at which the Owner's, the Partial Owner's (defined below) or Subown's AdSense ads are shown on Reserved Advertising Space.
"Subown Query String" means the part of a Member Page's URL containing data field=value with field name subown and value PAGE_ID. PAGE_ID is unique and belongs to one Partial Owner only.
"Subown Link" means a hyperlink that includes the Subown Query String.
"Partial Owner", "Partial Ownership" means the company or person who has Ad Placement Right on a Member Page that includes the Subown Query String in the URL. Partial Ownership shall be requested through https://subown.com/become-partial-owner-of-high-quality-pages, or such other URL as Subown may provide from time to time. All of the other rights owned, or otherwise controlled by the Owner, including but not limited to copyrights, are strictly excluded.
"Subown Network" describes all websites, micro-sites, blogging sites and other online dialogue platforms which use the Service.
For purposes of the Terms of Use, "Follow" shall mean to become Partial Owner of a Member Page.
2. GENERAL. Owner of Member Page(s) desires to use the Subown Platform to personalize Member Content, recommendations and messaging on Member Page(s), and to allow End Users to, among other things, Follow, share, view, recommend and interact with Member Content using the Subown Tools, including but not limited to Subown Link for sharing. The Subown Platform is designed to maximize distribution of Member Content, drive traffic back to the Member Page(s), boost conversion on the Member Page(s) (such as signups and purchases), and provide Member with insight into activities on Member Page(s).
By implementing Downloadable Code on a Member Page the Owner grants Ad Placement Right to Partial Owner and Subown. The Ad Placement Right is shared among the Owner, Partial Owner and Subown if the Member Page's URL contains a valid Subown Query String. This is with the understanding that this right and license is only granted to Member that requests Partial Ownership through https://subown.com/become-partial-owner-of-high-quality-pages, or such other URL as Subown may provide from time to time.
Member Page shall be High-Quality. Beside these Terms of Service Owner and Partial Owner have the obligation to adhere to the AdSense program policies and AdSense Terms and Conditions.
LICENSE. By downloading the Downloadable Code from the Site and accessing or using the Services on the Member Page(s) or within Member Content, the Member agrees that Subown may collect Member Data related to an End User's visit to and activity on the Member Page(s) and use of the Subown Tools.
By downloading the Downloadable Code from the Site and accessing or using the Services on the Member Page(s) or within Member Content, except as specified in Section 11, Member grants Subown a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, fully sub-licensable license to:
collect, use and disclose the Member Data to third parties consistent with the Subown Terms of Service and Subown Privacy Policy and to allow Subown's third party data partners to do the same. Subown may use Member Data to target advertising toward the End User and/or authorize Subown's third party data partners to do the same; and
use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute the Member Data for any purpose and in any form, medium, or technology now known or later developed. This includes, without limitation, the right to incorporate or implement the Member Data into any Subown product or service (including the Services), and to display, market, sublicense and distribute the Member Data as incorporated or embedded in any product or service (including the Services) distributed or offered by Subown without compensation to Member.
Owner warrants that: (a) it has the right and authority to grant this license; (b) Subown's exercise of the rights granted pursuant to this license will not infringe or otherwise violate any End User's or any third party rights; and (c) all so-called moral rights in the Member Data have been waived to the full extent allowed by law.
3. MEMBER ACCOUNT.
In order to access the Subown Platform and as part of the Services, reports or other customized services that are related to the Member Page(s), Member must create an Account on the Site.
Member agrees to provide only true, current, accurate, and complete registration information, and keep that information true, accurate, and up-to-date.
Member must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Services, including the Rules and those related to data privacy, international communications and the transmission of technical or personal data. Member may not use its Account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others.
Member may be required to choose a password and a user name. Access to and use of password protected or secure areas of the Site are restricted to authorized Personnel only. Member agrees not to share password(s), account information, or access to the Site with any person other than authorized Personnel of Member. Member may not authorize any third party to use its Account. Member is responsible for maintaining the confidentiality of password(s) and Account information, and is responsible for all activities that occur through the use of its password(s) or Account(s) or as a result of Member's access to the Site. Member agrees to notify Subown immediately of any use of its password(s) or Account(s) that it did not authorize.
4. MEMBER CONTENT.
Owner and Partial Owner (collectively "First Party Member") are responsible for the Member Content on the Member Page(s) even if Member Content has been generated by a third party. First Party Member agrees that it will only upload, share, post, publish, transmit, display or otherwise make available on the Member Page(s) or through the Services ("Share"), High-Quality content that it has the right and authority to Share and for which First Party Member has all rights and authority to grant to Subown all of the licenses and rights set forth herein.
First Party Member agrees that no Member Content will:
Infringe the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
Violate the privacy, publicity, or other rights of third parties;
Be false or inaccurate or become false or inaccurate at any time;
Be discriminatory, unlawful, tortuous, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion;
Disclose or provide information protected under any law, terms of service, contract or fiduciary relationship, including but not limited to proprietary or confidential information of others;
Misrepresent the source of the Member Content;
Contain any virus, Trojan horse, worm, time bomb, cancelbot, or other disabling device or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data;
Advocate or encourage any illegal activity; or
Have the potential to create liability for Subown or cause Subown to violate the requirements of or to lose the Services, in whole or in part, of Subown's Internet service providers or other suppliers.
Subown does not endorse any Member Content or any opinion, recommendation, or advice expressed in any Member Content, and Subown expressly disclaims any and all liability in connection with any Member Content. Subown may decide whether any Member Content is inappropriate or not in compliance with this Terms of Service and reserves the right to remove and/or suspend or terminate Member's use of the Services at any time, without prior notice and in Subown's sole discretion.
5. TERMINATION.
Termination. Member acknowledges and agrees that Subown, in its sole discretion, may terminate Member's use of the Site and/or the Services without prior notice for any reason at any time. Member agrees that Subown shall not be liable to Member or any third party for termination by Subown.
Effect of Termination. Upon any termination of this Terms of Service, Member shall immediately discontinue all access to and use of the Services and remove all Subown Tools, Downloadable Code and other Subown Technology from the Member Page(s) and each party shall (i) immediately discontinue all use of the other party's Confidential Information; (ii) delete the other party's Confidential Information from its computer storage or any other media, including, but not limited to, online and off-line libraries; and (iii) destroy all copies of such other party's Confidential Information then in its possession. Subown, in its discretion, may close, Member's Account.
Survival. Those Sections that by their nature would reasonably be expected to survive will survive termination or expiration of this Terms of Service, including Ownership and Subown Licenses, Subown Trademarks, Data Collection, Rights and Member Policies, Confidential Information, Limitations of Liability and Member Content, Indemnification, Miscellaneous and this Section. Any provisions regarding ownership and any licenses that by their terms survive termination, will survive the expiration or termination of the Terms of Service for any reason.
6. GENERAL RULES OF CONDUCT. Member agrees not to, nor allow anyone accessing Member's Account or the Site or Services, to:
Conduct or promote any illegal activities while using the Site or Services;
Upload, distribute, post, transmit or otherwise make available, including through the Subown Platform or Services, any Member Content or information that is unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, vulgar, obscene, libelous, invasive of another's privacy, hateful, harmful to minors in any way, or racially, ethnically or otherwise objectionable;
Attempt to reverse engineer or jeopardize the correct functioning of the Site or Services, or otherwise attempt to derive the source code of the Subown Technology (including the tools, methods, processes, and infrastructure) or other code or software that enables or underlies the Site or Services;
Modify, change or alter in any way, the proprietary Member Content of a third party using the Subown Technology or Services;
Use the Services in any manner which interferes with the performance or functionality of the APIs or the Subown Technology or Services;
Attempt to gain access to secured portions of the Site or Services to which Member does not possess access rights;
Load or transmit any form of virus, worm, Trojan horse, or other malicious code;
Promote or advertise any item, good or service that (i) violates any applicable federal, state, or local law or regulation, including, the Rules, (ii) violates the terms of service of any website upon which the Member Content is viewed or (iii) Subown determines, in its sole discretion, is inappropriate to be promoted through the Site or the Services;
Use the Site or Services to generate unsolicited email advertisements or spam;
Use any automatic, electronic or manual process to access, search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site or any Subown Technology or Services;
Use the Site or Services to stalk, harass or harm another individual;
Use any robot, spider, other automatic device, or manual process to extract, "screen scrape," monitor, "mine," or copy any static or dynamic web page on or through the Site or Services, or any Member Content contained on any such web page for commercial use;
Impersonate any person or entity, or otherwise misrepresent Member's affiliation with a person or entity; or
Mirror or frame the Site or any portion of the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.
7. OWNERSHIP AND SUBOWN LICENSES. Member understands and acknowledges that the Subown Technology is: (i) copyrighted by Subown or its licensors under Swiss and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by Subown or its licensors. Subject to the terms of this Terms of Service, Subown hereby grants to Member a limited, non-exclusive, worldwide license to use and reproduce the Downloadable Code and to display the Subown Tools as manifested by the Downloadable Code, with the understanding that this right and license is only granted to Member and may not be sublicensed or transferred to any other party. Member may modify the Downloadable Code only as described in the Subown support documents or otherwise authorized in writing by Subown, but in no event may Member modify the Downloadable Code in a manner that removes, diminishes or otherwise obscures any of Subown Marks (as hereinafter defined), notices or links back to the Site or breaches any of Member's obligations in this Terms of Service. Except as specifically allowed in this Section, Subown Technology may not be modified, reproduced, republished, posted, displayed, performed, transmitted, sold, offered for sale, or redistributed in any way without Subown's prior written permission and the prior written permission of its applicable licensors.
8. SUBOWN MARKS. Member is not authorized to use any Subown Marks without the prior written permission of Subown. Ownership of all Subown Marks and the goodwill associated therewith remains with Subown. Subown hereby grants Member a non-exclusive right and license to display any Subown Marks but solely as incorporated into, and subject to the restrictions of use associated with, the Downloadable Code and Subown Tools licensed in Section 7. Except for this limited license, Member is not authorized to use any Subown Marks.
9. FEEDBACK. In the event that Member provides Subown with any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Site, Subown Technology or the Services, (collectively "Feedback"), Member agrees that Subown may use the Feedback to modify the Subown products, technology and services and that Member will not be due any compensation, including any royalty related to the product, technology or service that incorporates the Feedback. Member grants to Subown a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.
10. INTERACTIVE FORUMS, COMMENT SECTIONS. The Site may contain forums and/or comment sections ("Forum") that allow Members and other registered users to interact with Subown and each other. Member is solely responsible for any content that Member posts to a Forum and the provisions of this Terms of Service apply. Subown reserves the right, to alter, edit, or remove a post on the Forums if it does not meet the standards established in this Terms of Service or for any reason Subown deems appropriate. Subown does not undertake any obligation, or assume any liability, relating to any Forum posts or activities of other users on the Site. Member agrees that (i) Subown is not in any manner responsible for posts made on the Forum by the Member, and (ii) Subown does not guarantee the accuracy, integrity or quality of the Forum content. By posting to the Forum, Member grants to Subown a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the content in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.
11. DATA COLLECTION, RIGHTS AND MEMBER PRIVACY POLICIES.
In consideration for Member's access to and use of the Services, Member agrees that Subown may set cookies, local storage, pixel tabs and/or web beacons (collectively, "Cookies") on the Member Page(s) where the Services are enabled, and allow its partners to set Cookies. When an End User visits a Member Page, we collect Member Data via Cookies. The Subown Tools also incorporate Cookies from our third party partners to enable the synchronization of internal unique identifiers between Subown and our third party partners to facilitate online behavioral advertising. For a list of those third party partners, please click here. When an End User visits a Member Page on which the Services are enabled, Subown may deploy a Cookie to record information about how the End User uses the Member Page, such as the web search that landed the End User on a particular page or categories of the End User's interests. Subown may use Member Data to target advertising and for other purposes as outlined in the privacy policy toward the End User and/or authorize others to do the same.
Subown uses the following types of Cookies:
Analytics Cookies - Subown places an analytics Cookie on the End User's browser that helps Subown provide insights to Members on End User activities on a Member Page, including how frequently End User's device has visited or how the End User's device has interacted with the Member Page.
Market Research Cookies - Subown may also place a market research Cookie on End User's browser, or enable one of Subown's partners to place a Cookie. Market research Cookies are similar to analytics Cookies in that they count how frequently an End User has visited a Member Page, but these Cookies also enable the evaluation of the success of particular marketing programs by collecting aggregate data across multiple websites.
Targeted Advertising Cookies - Subown also places a targeted advertising Cookie on End User's device that helps Subown deliver or enable the delivery of advertising that is customized to End User interests and to keep track of how many ads End Users have seen. For more information, please see Subown' Privacy Policy (https://subown.com/privacy-policy).
12. MODIFICATIONS TO THE SITE OR SERVICES. Subown reserves the right to modify or discontinue the Site or the Services with or without notice to Member. Subown will not be liable to Member or any third party if Subown should exercise its right to modify or discontinue the Site and/or the Services. If Member objects to any such changes, Members sole recourse will be to cease to access to the Site or the Services. Member's continued use of the Site or the Services following changes to the Site or the Services represents Member's acceptance of those changes.
13. CONFIDENTIAL INFORMATION.
The parties acknowledge and agree that each may have access to, or become acquainted with, Confidential Information of the other party ("Confidential Information"). Confidential Information shall be limited to the terms under this Terms of Service, Services, Data Products, Downloadable Code and Subown Technology, and all information clearly identified as confidential at the time of disclosure. The parties further agree that, subject to the rights and licenses granted herein, each party's Confidential Information shall include such party's intellectual property and all non-public information, including any customer, customer prospect, marketing, marketing and/or strategic plans or information provided by such party to the other party in the performance of the services under this Terms of Service.
Each party agrees as follows: (i) to use the Confidential Information of the other party only for the purposes described herein; (ii) that the party receiving Confidential Information from the other party will not reproduce such Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) that, except as required in performance of a party's obligations under this Terms of Service, neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (iv) to restrict access to the Confidential Information disclosed by the other party to such of its Personnel, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Terms of Service; and (v) to return or destroy all Confidential Information of the other party in its possession upon termination or expiration of this Terms of Service or upon the disclosing party's written request. The receiving party shall, upon disclosing party's request, certify that all Confidential Information has either been returned to the disclosing party or destroyed subject to applicable local, state, national and foreign laws, treaties and regulations.
The receiving party will not be obligated under this Section with respect to information that: (i) is or has become readily publicly available through no act or omission of the other party or its employees or agents; (ii) is received from a third party lawfully in possession of such information and the receiving party has no knowledge of any disclosure restrictions on such third party to disclose such information; (iii) is disclosed to a third party by the disclosing party without restriction on disclosure (iv) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (v) was independently developed by employees or consultants of the receiving party without reliance on, or reference to such Confidential Information.
Except as otherwise provided in this Terms of Service, neither party will issue a press release or make any public statement regarding this Terms of Service and/or the other party without the written consent of the other party.
14. MEMBER LOGOS. Member grants to Subown a non-exclusive license in the United States to use Member's name and logo (including references to Member in Subown's sales presentations) for promotion of the Subown Platform and the Services including Member's use thereof, subject to Member's trademark and usage guidelines (if any) and so long as any use of such name, logo and any accompanying descriptions of Member's use of the Services are first provided to and approved by Member, such approval not to be unreasonably withheld or delayed.
15. DISCLAIMERS. THE SITE AND SERVICES AS WELL AS ALL SOFTWARE, MATERIALS, AND TECHNOLOGY USED TO PROVIDE ANY OF THE FOREGOING, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUBOWN, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TITLE, QUIET ENJOYMENT, UN-INTERRUPTION, AND/OR SYSTEM INTEGRATION. SUBOWN, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES MAKE NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, OR TIMELINESS OF THE SITE OR SERVICES, OR THAT PROBLEMS WITH THE FOREGOING WILL BE CORRECTED, OR THAT THE SITE OR SERVICES ARE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT THEY WILL BE UNINTERRUPTED OR ERROR FREE.
16. LIMITATIONS OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES OR LIKE DAMAGES, INCLUDING, LOST PROFITS, GOODWILL, LOST OPPORTUNITIES AND INTANGIBLE LOSSES, ARISING IN CONNECTION WITH SUBOWN.COM, THE SERVICES OR THIS TERMS OF SERVICE. THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SUBOWN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS TERMS OF SERVICE HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF SUBOWN TO MEMBER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED ONE THOUSAND DOLLARS (U.S. $1000).
17. FORCE MAJEURE. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL EITHER PARTY (INCLUDING SUBOWN'S LICENSORS) BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR OTHER SIMILAR CAUSES BEYOND SUCH PARTY'S CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES, PROVIDED THAT SUCH PARTY GIVES PROMPT WRITTEN NOTICE OF SUCH CONDITION AND RESUMES ITS PERFORMANCE AS SOON AS POSSIBLE, AND PROVIDED FURTHER THAT THE OTHER PARTY MAY TERMINATE THIS TERMS OF SERVICE IF SUCH CONDITION CONTINUES FOR A PERIOD OF NINETY (90) DAYS.
18. INDEMNIFICATION.
Indemnification by Member. Member will defend at its own expense, from any claim, suit or action against Subown brought by a third party (each, a "Claim" and collectively, the "Claims") to the extent that such Claim is based on: (i) any Member Indemnity Responsibilities; (ii) Member's use of the Site, the Subown Technology or the Services not in conformance with this Terms of Service, including without limitation any use or modification of the Downloadable Code, (ii) Member's violation of this Terms of Service, (iv) Member's violation of any Rules or rights of any other person or entity, or (v) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by Member into the Site, the Subown Technology or the Services.
Procedures. A party seeking indemnification (the "Indemnified Party") shall promptly provide written notice of the Claim to the party responsible for indemnification (the "Indemnifying Party"). Failure to timely provide such notice shall not diminish the Indemnifying Party's indemnification obligation except to the extent the Indemnifying Party's ability to defend an applicable Claim is materially prejudiced by such failure or delay. The Indemnified Party shall provide the Indemnifying Party with such information and cooperation as the Indemnifying Party may reasonably request at the Indemnifying Party's sole cost and expense. The Indemnifying Party shall have (i) sole control of the defense and settlement of any Claim and (ii) no obligation to indemnify the Indemnified Party under any settlement made without the Indemnifying Party's written consent. Notwithstanding the foregoing, the Indemnifying Party may not settle any Claim against the Indemnified Party unless such settlement completely and forever releases the Indemnified Party with respect thereto or unless the Indemnified Party provides its prior written consent to such settlement. In any Claim or action for which the Indemnifying Party provides defense on behalf of the Indemnified Party, the Indemnified Party may participate in such defense at its own expense by counsel of its choice.
Infringement Claims. Upon the occurrence of a Claim for which indemnity is or may be due, or in the event that Subown believes that such a Claim is likely, Subown may, at its option (i) appropriately modify the Services so that they become non-infringing, or substitute functionally equivalent software or services; (ii) obtain a license to the applicable third-party intellectual property rights; or (iii) terminate this Terms of Service on written notice to Member. Member agrees that Subown's performance of its obligations under this Section constitute Member's exclusive remedy, and Subown's sole obligation, with respect to a third party infringement claim.
19. MISCELLANEOUS.
Notices. Any notice or other communication required or permitted under this Terms of Service shall be in writing and will be deemed to have been duly given if delivered personally, mailed by first-class, email, registered or certified Swiss mail with the required pre-paid postage and return receipt requested, or by a recognized courier service, shipment charges pre-paid, properly at its address specified in the opening paragraph of the Terms of Service. In the case of notice to Subown such physical notice shall be sent to: QUANTFIN MEIER FINANCIAL SOLUTIONS, Glasacker 1, CH-4657 Dulliken, Switzerland. Either party may from time to time change the individual to receive notices or its address by giving the other party notice of the change in accordance with this Section.
Applicable Law. This Terms of Service is governed by the substantive and procedural laws of Switzerland and Member and Subown agree to submit to the exclusive jurisdiction of, and venue in, the courts in Dulliken in any dispute arising out of or relating to this Terms of Service. The Uniform Computer Information Transactions Act does not apply to this Terms of Service or to orders placed or services provided under it.
Assignment. Member may not assign or delegate its rights or obligations under this Terms of Service, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Subown (not to be unreasonably withheld or delayed). Subown shall have the right to assign this Terms of Service to an affiliate or any successor to its business or assets to which this Terms of Service relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise.
Amendment; Waiver. Subown may change the terms of this Terms of Service from time to time on a going-forward basis. Subown may notify Member of any such material changes by posting notice of the changes on the Site, and/or, in Subown's sole discretion, by email. Any such modifications become effective upon the earlier to occur of (i) Member's acknowledgement of such modifications; or (ii) Member's continued access to and/or use of the Site or the Services after Subown posts notice of such modifications. It is Member's sole responsibility to check the Site from time to time to view any such changes to the terms in this Terms of Service. If Member does not agree to any changes, if and when such changes may be made to this Terms of Service, Member must cease access to the Site and use of the Services. No waiver under this Terms of Service shall be valid or binding against Subown unless set forth in writing and duly executed by Subown. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of Subown in any other respect or at any other time. Any delay or forbearance by Subown in exercising any right hereunder shall not be deemed a waiver of that right.
Electronic Communications. Subown can only give Member the benefits of the Services by conducting business through the Internet, and therefore Subown needs Member to consent to Subown's giving Member Communications (as hereinafter defined) electronically. This Section informs Member of Member's rights when receiving Communications from Subown electronically. For contractual purposes, Member (i) consents to receive Communications from Subown in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, documents, disclosures, and other communications ("Communications") that Subown provides to Member electronically satisfy any legal requirement that such Communications would satisfy if it were in a writing. Member's consent to receive Communications and do business electronically, and Subown's agreement to do so, applies to all of Member's interactions and transactions with Subown related to this Terms of Service. The foregoing does not affect Member's non-waivable rights. Member may also receive a copy of this Terms of Service by accessing the Site. Member may withdraw its consent to receive Communications electronically by contacting Subown in the manner described below. If Member withdraws its consent, from that time forward, Member must stop using the Site and the Services. The withdrawal of Member consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between the parties prior to the time of Member's withdraw of its consent. Member should keep Subown informed of any changes in Member's email or mailing address so that Member can continue to receive all Communications without interruption.
Severability. If any provision of this Terms of Service is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Terms of Service shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Terms of Service invalid or unenforceable whatsoever.
No Third Party Beneficiaries. The parties acknowledge that the representations, warranties and covenants set forth in this Terms of Service are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Terms of Service.
Entire Terms of Service. This Terms of Service sets forth the entire agreement and understanding between Subown and Member with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the parties with respect to the subject matter hereof, and neither of the parties shall be bound by any conditions, inducements or representations other than as expressly provided for herein.
Construction. When a reference is made in this Terms of Service to Sections, such reference shall be to a Section of this Terms of Service unless otherwise indicated. Whenever the words "include," "includes" or "including" are used in this Terms of Service, they shall be deemed to be followed by the words "without limitation" whether or not actually followed by such words. References to "or" shall be read, interpreted and construed if the context permits as "and/or". For purposes of this Terms of Service, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
