Please review the following terms and conditions carefully. This agreement is a legally binding contract between You (“You” or “Your”) and The Gray Area, LLC (“The Gray Area”) regarding Your access to and use of The Gray Area web site (the “Site”). By accessing the Site, You agree to the terms and conditions as outlined in this legal notice. You represent and warrant that You are at least 18 years of age and that you possess the legal right and ability to enter into this agreement and to use the Site. The Gray Area reserves the right to change these terms and conditions from time to time at its sole discretion by posting such revised terms and conditions on the Site. Your continued use of the Site following any such change constitutes Your agreement to follow and be bound by the terms and conditions as changed.
Proprietary Rights Restrictions
All material on the Site, including without limitation all informational text, photographs, graphics, audio, video, messages, files, documents, images or other materials (collectively, the “Materials”), whether publicly posted or privately transmitted, as well as all derivative works, are owned by The Gray Area or other parties that have licensed their material to The Gray Area and are protected by copyright, trademark and other intellectual property laws. The Gray Area disclaims any proprietary interest in trademarks, service marks, logos, slogans, domain names and trade names other than its own. Trademarks, logos, images and service marks displayed on the Site are the property of either other third parties or The Gray Area. You agree not to display or use such marks without The Gray Area’s prior written permission.
The Materials on the Site may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means. Any modification of the Materials, use of the Materials on any web site or networked computer environment, or use of the Materials for any purpose other than personal, non-commercial use is a violation of the copyright, trademark, and other proprietary rights in the Materials and is expressly prohibited.
Registration and Security
Upon registration for Your account, You will choose a user identification name (i.e., Your email address) and a password. You are solely responsible for maintaining the confidentiality of Your password and user ID. Furthermore, You understand and agree that the account is Yours, individually, and that You are solely responsible for any and all activities that occur under Your account, including but not limited to, ensuring that You completely exit from Your session at the Site. You may not disclose or share Your password with any third parties or use Your password for any unauthorized purpose. Additionally, You agree to immediately notify The Gray Area of any unauthorized use of Your password, account or any other breach of security. In any case, You remain solely responsible for any authorized or unauthorized use of Your password.
a. You agree that You will not upload, transmit, post, email or otherwise make available to the Site, any content or other material in any format that: (x) is false, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, libelous and/or otherwise objectionable; (y) infringes any third party’s intellectual property; or (z) contains viruses, worms, Trojan horses, corrupted files, or any other similar software or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
b. You agree that You will not alter, remove, or falsify any attributions or other proprietary designations of origin or source of any other content appearing on the Site or contained in a file that is uploaded to the Site;
c. You agree that You will not impersonate any person or entity, including, but not limited to, a The Gray Area official or falsely state or otherwise misrepresent Your affiliation with a person or entity;
d. You agree that You will not attempt, through any means, to gain unauthorized access to the Site, or another user’s account on the Site; or
e. You agree that You will not use any robot, spider, other automatic device, or manual process to monitor or copy web pages or the content contained herein without our prior expressed written permission. Additionally, You agree that You will not take any action that imposes an unreasonable or disproportionately large load on The Gray Area’s infrastructure.
The use of any device, software or routine that interferes or attempts to interfere with the proper working of the Site is expressly prohibited.
User Content and Content License
You agree that You are solely responsible for any User Content that You Publish using the Site and the consequences of Publishing Your User Content on the Site. You affirm, represent, and warrant that You own or have the legal authority and the necessary licenses, rights, consents, and permissions to any User Content You Publish. You affirm, represent and warrant that any User Content You Publish will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless You have permission from the rightful owner of the material or You are otherwise legally entitled to Publish the User Content. Further, You affirm, represent and warrant that any User Content You Publish conforms to all applicable local, state, federal and international laws and regulations.
You retain all ownership rights in any Published User Content and may use Your User Content for purposes outside of this agreement. However, by Publishing Your User Content, You thereby grant The Gray Area (and all of its affiliated companies, agents, partners, and associated entities) a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, create derivative works of, display (publically and privately), transmit, sublicense, make available, sell, translate, edit, archive and otherwise use the User Content for any purpose The Gray Area sees fit (the “Content License”). The Content License is not limited to websites owned by The Gray Area and may be used or displayed in other medium, including, but not limited to television, radio, other websites, advertisements, marketing campaigns, third party platforms, and through other media channels.
You understand and agree that the Content License extends to all other The Gray Area clients, customers and product and service users. This means any The Gray Area user also has a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, create derivative works of, display (publically and privately), transmit, sublicense, make available, sell, translate, edit, archive and otherwise use the User Content as other users see fit.
You may revoke the Content License by deleting or removing the User Content from the Site or delivering, via certified mail, written notice to The Gray Area to remove the User Content. However, You may not revoke the Content License as it relates to any derivative works, prior uses, or already published materials (such as advertising) created using the Content License prior to its revocation, whether such derivative works were created by The Gray Area, another user, or any other third party. You further acknowledge that copies of the User Content may survive in archived form on The Gray Area’s servers and digital backups.
You specifically acknowledge that the User Content may have been copied, reproduced, or displayed by The Gray Area’s affiliates, users or third parties on other websites or through other media channels outside of The Gray Area’s custody and control. The User Content may survive in such locations despite Your revocation of the Content License. You understand that The Gray Area does not have the ability to control the use of the User Content by other users or third parties outside of the Site, and while The Gray Area will use commercially reasonable efforts to ensure that User Content with a revoked license will not be available through the Site, The Gray Area cannot stop the use of the User Content by third parties outside of The Gray Area.
The Gray Area does not endorse any User Content and reserves the right to remove the User Content at anytime, for any reason, without prior notice to any party. The Gray Area expressly disclaims any liability that may derive from the User Content. The Gray Area abides by the Digital Millennium Copyright Act, and all other laws protecting copyrights, trademarks, and other intellectual property, and will remove, as soon as is commercially reasonable, any infringing User Content.
You agree that, if Your Published Content infringes on the intellectual property rights of a third party, The Gray Area will cooperate with that third party, any law enforcement agency, court of law, or applicable regulatory body with the investigation into that infringement. This means Your personal information, including Your name, address, email, IP address, and other identifiable information, may be distributed for the sole purpose of protecting third parties’ intellectual property.
Links to Other Web Sites
The Site contains links to third party sites. The linked sites are not under The Gray Area’s control and The Gray Area does not endorse, adopt or undertake any responsibility for the content or privacy practices of any linked site.
Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE GRAY AREA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
THE GRAY AREA MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES THE GRAY AREA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
YOU UNDERSTAND AND AGREE THAT THE GRAY AREA DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED AT OR IN CONNECTION WITH THE SITE. THE GRAY AREA IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION.
THE GRAY AREA SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED AT THE SITE. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE GRAY AREA OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
THE GRAY AREA MAKES NO WARRANTY REGARDING ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE.
Limitation of Liability
THE GRAY AREA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER CONTENT, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES EVEN IF FORESEEABLE OR THE GRAY AREA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify, hold harmless and release The Gray Area, its subsidiaries, affiliates, officers, agents, licensees, co-branders or other partners, and employees, from and against any and all claims, damages, costs and expenses, including attorney’s fees, arising from or related to Your use of the Site, Your User Content, and/or any transaction You enter into with a third party based on information or contacts obtained from the Site.
Changes to the Site
Failure to Abide by these Terms
Governing Law; Consent to Jurisdiction