The terms and conditions set forth herein constitute the full and complete agreement between you and Vytro LLC which operates the FunnyTop.com website and Service (jointly referred to hereafter as "FW") Your agreement to be bound by these terms is acknowledged by your acceptance of these terms upon registration for the FW Service and/or by your use or continued use thereof. The terms contained herein supercede and replace any other agreement or negotiation between you and FW whether oral, written or otherwise including any statements made to you by any representative of FW at any time.
- FEES; PAYMENT OF FEES
- Fees – There are no fees charged for the FW Service at this time.
notice to you as provided herein, FW reserves the right to add, alter,
change, amend or delete any Fees at its sole option. FW further reserves
the right to institute and offer new services and charge fees in
association with the provision of such new services as it deems
appropriate. Upon receipt of any such notice you will have the option to
terminate your account in advance of becoming responsible for any such
- WEB SERVICES; TERM
The FW Service is a humor website and social media platform allowing
users to post and exchange links to publically available content,
content ratings and messages via the FW Service. The FW Service is
offered on an “AT WILL” and “AS IS” basis at may be discontinued at any
time. (“Term”) FW reserves the right to change, amend and/or otherwise
alter the formats, sections, categories and/or services provided at any
time without prior notice to you.
- USER REGISTRATION
- Optional. You may choose to register as a member of the FW Service. While registration is entirely optional, certain content and features will be available only to registered members.
- Accurate Contact Details. If you choose to register, you agree to provide to FW accurate and reliable contact information and shall keep that information current and up to date at all times. Failure to maintain accurate content details is grounds for suspension and termination of your account.
- Eligibility. Use of the FW Website and Service is limited to individuals age 18 and older. By using the FW Website and Service you are representing that you are at least 18 years of age. FW is not directed to or intended for children under the age of 13.
- ACCEPTABLE USE
- FW strictly enforces compliance with the following acceptable use terms. You agree to maintain all material posted to FW via your account in full compliance with the terms set forth below. Failure to comply with these terms, in the sole judgment of FW is cause for immediate suspension and/or termination as provided elsewhere herein. FW reserves the right to refuse to provide service to anyone at their sole option.
- You agree to provide accurate and reliable Member account and billing information (where applicable) and you further agree to keep all such information current during the term of this Agreement.
- You agree that you will not violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government.
- You agree not to take any action which threatens, encourages or causes any harm to minors of any kind or to perform any activity which is likely to cause such harm or which assists any other person or group in doing so.
- You agree not to take any action which encourages or consists of any threat of harm of any kind to any person or property or assists any other person or group in doing so.
- You agree not to make any inappropriate communication to any other Member. What is Inappropriate shall be in the sole discretion of FW.
- You shall not post pornographic content.
- You agree not to make or attempt any unauthorized access to the account of any other Member.
- You agree not to infringe any copyright, trademark, patent, trade secret, or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software.
- You agree not to upload content or links to content to the FW App which contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
- You agree not to collect or attempt to collect personally identifiable information of any person or entity without their express consent. You shall maintain records of any such consent throughout the term of this Agreement and for three years thereafter.
- You agree not to undertake any action which is harmful or potentially harmful to the FW server structure. Harmful action would include but not be limited to (a) any attempted unauthorized access to FW systems and (b) reverse engineering of the FW APP or any components thereof (c) data mining (d) scraping FW data).
- You agree not to access the FW Website for any purpose other than the intended purpose of the FW Website.
- You agree that your account space remains the property of FW. Your limited license to use the FW Website is not subject to lease, sublease or any other sharing or transfer to any other person or entity without the specific, express consent of FW. You may not make your account (including but not limited to profile, communications, chat and access) available to any third party in any way.
- You agree not to use your Membership for any commercial purpose including but not limited to the solicitation of money from other Members.
- You agree not to use your Membership or any other means to abuse, whether verbally or physically or whether in person, via email or telephone or otherwise (a) any other Member (b) any reseller of FW products or services (c) any employee or contractor of FW (d) any other person or entity.
- Any determination as to whether this policy has been violated shall be made solely by and at the sole discretion of FW.
- LICENSE; ASSIGNMENT
- License. FW, subject to the terms and conditions set forth herein, hereby grants you a non-exclusive, limited, personal, license to use the FW Service for the term of the Agreement as set forth herein for the intended purpose of the FW Service Only. For avoidance of doubt, any use of the FW Service for any purpose beyond the intended purpose is a material breach of this Agreement.
- Assignment. Your rights under this Agreement may be assigned only upon prior notice to FW and upon express written approval by FW. Any other assignment is null and void.
- The license set forth in this section does not include any right or entitlement to use any trademark, service mark, registered or otherwise of Vytro LLC, FW or any related entity. For information upon how you may use our trademarks in your marketing materials or on your website, contact our customer service department.
- OWNERSHIP OF INTELLECTUAL PROPERTY; CONFIDENTIALITY
- It is understood and agreed that during the term of this agreement and thereafter you may come into possession of information which is the confidential and proprietary information of FW including but not limited to the FW customer service and maintenance tools. You acknowledge that all right and title to any such FW intellectual property shall remain the sole property of FW and that you have no right, title or interest therein. You further agree not to provide access to the FW services to any third party. You agree yourself and not to assist any third party in any way to use, translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the FW Services. Any and all right or title to any engineering, coding, programming or customer service work around or other modification of the FW service shall also remain the sole property or FW.
- During the term of this agreement you may have access to certain information and materials relating to the FW business, customers, software technology and marketing which FW treats as confidential (hereinafter "Confidential Information"). You agree to at all times during the term of this agreement and otherwise as set forth herein: (i) hold in confidence, and not disclose or reveal to any person or entity, any "Confidential Information" without the express prior written consent of FW; and (ii) not use or disclose any of the "Confidential Information" for any purpose at any time, other than pursuant to your rights under this agreement for the purpose intended. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.
- You are the sole owner of any information that you post within your account area. FW does not normally review or edit the information posted within your account. Notwithstanding the above FW specifically reserves all right to edit, change, remove or delete any information posted in violation of this policy, the FW Acceptable Use Policy herein or any applicable law, order or public policy. FW is not your partner, associate, joint venturer or agent with respect to any information placed by you on the FW servers.
- SUSPENSION AND TERMINATION
- Suspension - At the sole option of FW for any reason set forth herein or in the event that you breach any term of this agreement including but not limited to the Acceptable Use provisions hereof, FW may suspend your account by deactivating any access by you and/or by other users and/or Members to any information contained on the FW servers related to your account while maintaining the information and data related to your account upon the FW servers. Suspension shall specifically include the disabling of your hosted domain and/or any access to information or data related to your account. In the event of any such suspension you will be notified. At the option of FW you may be given an opportunity to correct such breach or violation. Upon being notified of an opportunity to correct such breach or violation, if such breach or violation is not corrected the account may be terminated under paragraph 7.2.
- Termination - This agreement and all of its terms shall remain in full force and effect until it is terminated. Termination shall include the removal of any and all of your information from the FW servers. Such information or data may or may not be made available to you by FW after any such termination. This agreement may be terminated either (a) after a period of suspension as set forth in paragraph 7.1 or (b) except as otherwise stated herein by either party.
- INFORMATION USAGE AND COMMUNICATIONS
- You hereby consent and agree that as to any information which FW may collect from you and/or maintain with respect to you, including but not limited to your account information, dates of service, billing address, billing records, usage statistics, site statistics, services purchased, domain name purchases, correspondence to or from FW concerning you or your account, or other information which in FW sole judgment is reasonable, FW may disclose such information to public or private third parties as applicable law may require or permit. The decision as to whether to disclose such information as may be required, permitted or otherwise reasonable shall be within the sole discretion of FW and may include but shall not be limited to (1) compliance with court order, subpoena or other request of any State or Federal government, (2) compliance with the Electronic Communications Decency Act, (3) compliance with the Digital Millennium Copyright Act (3) compliance with the FW Terms of Service or other policies. FW may charge the person or entity submitting any civil subpoena or other such information request, or any response thereto the costs associated with compliance. Payment must be made either (a) within thirty (30) days from the date of the FW invoice for these costs and services or (b) prior to the release of the information sought, whichever is earlier. Checks should be made payable to FW. Compliance costs are as follows:
During and after the term of this agreement you agree to receive periodic emails, telephone calls, or SMS message containing commercial offers from FW and certain approved marketing partners in regards to FW or such partner products, services. We may also contact you concerning your account, system conditions, changes, updates or and schedules.
- Research, Phone Calls, Document Review - $75.00/hour
- Postage, Express Mail - Cost as Billed
- Copies, Scanning, Document Production - $.25/page
You agree to provide and at all times during the term of this agreement maintain true and accurate account information on file with FW specifically including your Name, Address, Email address, telephone number billing information and any other account information requested at any time during the sign up process. You further agree that the failure to provide or maintain such accurate information is a material breach of this agreement and subjects your account to suspension and/or termination as set forth in paragraph seven (7) herein.
- Any notice under this agreement shall be given by FW to you via email at the address provided by you to FW at the time of your registration or posted on the FW Site. Notice to you in this manner is deemed sufficient regardless of your receipt of such notice. We may also contact you for this purpose by email. If you wish to update your email address you should do so by contacting customer service via the FW website located at http://www.FunnyTop.com/contact
- Any notice by you to FW shall be made by email to [email protected] and is effective only upon receipt by you of acknowledgement of receipt from us as to any such notice. Such notice may also be sent via United States Mail to the following Address:
- Vytro LLC
Attention: Legal Dept.
8 The Green
Dover DE 19901
WARRANTEES AND LIMITATIONS
- Paragraphs 3 - 4 and 6 – 21 (inclusive) shall survive the termination of this agreement and shall remain in full force and effect after any such termination.
- FW makes every reasonable effort to maintain operation of the FW service. However, because many events and circumstances are beyond the control of FW, FW does not, in any way, warrant or otherwise guarantee the availability of the FW system or servers and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of FW.
- THE FW SERVICE IS PROVIDED TO YOU ON AN "AS IS" BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
- In general, FW has no control over information contained on the Internet. Information obtained by you from the Internet may be inaccurate, offensive or in some cases even illegal. FW accepts no responsibility for any information which you receive from the Internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you obtain from the Internet as well as the reputation of the individuals with whom you may deal. FW provides no warrantee for any goods or services which you obtain over the Internet nor the compatibility of any such services with the FW system.
- You hereby expressly waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of copyright infringement without regard to whether or not the material claimed to have been infringing is later found to be infringing.
- THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AS THE RESULT OF ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE SHALL BE THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU TO FW IN THE THREE MONTHS IMMEDIATELY PROCEEDING ANY ALLEGATION OF ENTITLEMENT TO SUCH REMEDY. IN NO EVENT SHALL FW BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES.
- You agree to fully defend and indemnify and hold harmless FW their agents, shareholders, officers and affiliates (“Indemnified Parties”) of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) incurred as the result of any breach or claim of breach of this agreement or your negligence whether active or passive or any negligence of FW in any way related to your use of the FW service or any portion thereof. Choice of counsel remains exclusively that of FW.
- You agree to fully defend and indemnify and hold harmless FW their agents, shareholders, officers and affiliates (“Indemnified Parties”) of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of the FW service or any portion thereof. Choice of counsel remains exclusively that of FW.
- You agree that upon the assignment of your user ID and password that you will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to your account via the use of your user ID. You further to fully defend and indemnify and hold harmless FW their agents, shareholders, officers and affiliates (“Indemnified Parties”) of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney’s fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any claim for damages in any way related to the disclosure of your confidential User ID and Password information. Choice of counsel remains exclusively that of FW.
U.S. EXPORT CONTROLS
- Either party to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
- Software available in connection with the FW services is subject to United States export controls. No Software may be downloaded from FW or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the any downloaded Software or software component is at your sole risk.
- Your rights under this agreement may be assigned only upon prior notice and express approval by FW. FW may assign its rights hereunder to any person or entity who shall become a principal owner, or shareholder of FW. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio.
CHOICE OF LAW
- If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
- This Agreement shall be interpreted under the laws of the State of California without regard to any conflict of laws provisions. Any action between the parties to this agreement for the breach of this agreement or any action or claim in any way relating thereto shall be venued in the State or Federal Courts of the State of California, County of Los Angeles. The parties to this agreement hereby consent to jurisdiction in that court and agree to accept service of process by mail at the address provided for notice herein. The parties hereby waive any defense of any kind related to jurisdiction or venue.
- Notwithstanding any other provision of this agreement, FW is not your agent, partner or joint venturer in any respect.
- FW may without advance notice amend this Agreement from time to time, and will do so by posting the new Agreement on the FW web site in place of the old. Each and every such amendment shall be become effective immediately for all pre-existing and future accounts.
- Copyright Infringement Claims – FW takes copyright infringement seriously and will terminate the account any repeat infringer. Any notice concerning any claim of copyright infringement should comply with the requirements of 17 U.S.C. §512(c)(3) and the Funny Top DMCA Policy which can be found here. Notice should be sent in conformance with that policy to:
DESIGNATED DMCA AGENT
1099 Wilshire Blvd., Suite 1025
Los Angles, CA 90024
email: [email protected]
Facsimile: (310) 469-9610
Version 1.04 - 042016
Copyright © 2017 Vytro LLC – All Rights Reserved.