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.
3.1 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 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 granted, 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
7950 NW 53th ST
Miami, FL 33166
USA
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.