SilkWords Terms of Use

Effective Date: January 29, 2014

SILK WORDS LLC TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY SILK WORDS LLC (“SILK WORDS”), A WASHINGTON LIMITED LIABILITY COMPANY. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT WWW.SILKWORDS.COM (THE “SITE”) AND THE SERVICES, FEATURES, AND CONTENT OFFERED BY SILK WORDS (COLLECTIVELY WITH THE SITE, THE “SERVICE”).

Acceptance of Terms.

By registering for and/or using the Service in any manner, including but not limited to visiting or browsing the Site, you agree to all of the terms and conditions contained herein (“Terms of Use”), which also incorporate Silk Words Privacy Policy, and all other operating rules, policies and procedures that may be published from time to time on the Site by Silk Words, each of which is incorporated by reference and each of which may be updated by Silk Words from time to time without notice to you in accordance with the terms set out under the “Modification of Terms of Use” section below. In addition, some services offered through the Service may be subject to additional terms and conditions specified by Silk Words from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of the Service, including, without limitation, users who are contributors of content, information, and other materials or services on the Site, individual users of the Service, venues that access the Service, and users that have a page on or provide Content to the Service.

Access.

Subject to these Terms of Use, Silk Words may offer to provide the Services, as described more fully on the Site, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services Silk Words performs for you or any content offered by Silk Words that you download from the Site, as well as the offering of any materials displayed or performed on or through the Services (including Content (as defined below)).

Registration and Eligibility.

You may browse the Site and view limited Content without registering for a subscription account, but as a condition to using certain aspects of the Service, you are required to register with Silk Words and represent, warrant and covenant that you provide Silk Words with accurate and complete registration information (including, but not limited to a user name (“User Name”), e-mail address and a password you will use to access the Service), payment information (including a credit, debit or charge card number) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Silk Words account. We do not require that you use your own name as your User Name.

You shall not:

Silk Words reserves the right to refuse registration of, or cancel a User Name and account in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Silk Words password. You will immediately notify Silk Words in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service. The Service is not available to individuals who are younger than 18 years old or the age of legal majority in the country where you are situated when accessing the Site if greater than 18 years old. Silk Words may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that your use of the Service complies with all laws applicable to you. You may not use or access the Site or Services where these Terms of Use or use of the Site or Service is prohibited and, in such circumstances, you agree not to use or access the Site or Services in any way.

Fees and Payment.

Silk Words may charge you fees for your use of and access to certain aspects of the Service. You agree to pay all fees, including applicable taxes and surcharges, incurred through your activity on or through the Service at the rates in effect for the billing period in which such fees and charges are incurred (such fees, charges, taxes, an surcharges shall collectively be referred to as “Fees”). Unless otherwise specified on the Service, all Fees will be quoted and charged in US dollars. Silk Words reserves the right to change the amount of, or basis for determining, any Fees and to institute new Fees at any time, effective upon publishing of such revised pricing on the Service. Payment of all Fees will be through a Payment Processor as described more fully below in the section titled “Card Services.” All Fees for the Services are due promptly and are non-refundable. You must notify Silk Words about any billing problems or discrepancy within thirty (30) days after they first appear on your statement; otherwise, you waive any right to challenge or dispute such problem or discrepancy. In addition, you are responsible for obtaining and maintaining at your own expense all equipment, hardware, software, and telephone, mobile, wireless, Internet and other services necessary to access, visit and/or use the Service. If you are accessing the Service via a mobile device, your mobile device may charge you fees for data or other mobile access in addition to the Fees.

Content.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. Silk Words cannot guarantee the authenticity of any Content or data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. For purposes of these Terms of Use, the term “Content” includes, without limitation, any text, graphics, comments, information, data, photographs, software, scripts, videos, audio clips, and interactive features generated, provided, or otherwise made accessible by Silk Words on or through the Service. Content added, created, uploaded, submitted, distributed, posted or otherwise obtained through the Service by users, including Content that is added to the Service in connection with users linking their accounts to third party websites and services, is collectively referred to as “User Submissions.”

SilkWords Content.

The Service contains Content specifically provided by Silk Words or its authors and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.

Subject to these Terms of Use, Silk Words grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Silk Words, or from the copyright holder identified in such Content’s copyright notice, as applicable. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial (whether or not for profit) use or in any way that violates any third party right.

User Submissions.

Silk Words may use your User Submissions in a number of different ways in connection with the Site, Service and Silk Words’ business as Silk Words may determine in its sole discretion, including but not limited to, publicly displaying it, reformatting it, incorporating it into marketing materials, advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing other users to do the same in connection with their own websites, media platforms, and applications (“Third Party Media”). By submitting User Submissions on the Site or otherwise through the Service, you grant Silk Words a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, the Service and Silk Words’ (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also grant each user of the Site and/or the Service a non-exclusive license to access your User Submissions through the Site and the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions in connection with their use of the Site, Service and Third Party Media. For clarity, the foregoing license grant to Silk Words does not affect your other ownership or license rights in your User Submission(s), unless otherwise agreed in writing with Silk Words.

You represent and warrant that you have all rights to grant such license to Silk Words without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

You understand that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such Content originated; that Silk Words will not be liable for any errors or omissions in any Content; and that Silk Words cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

Rules and Conduct.

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. You are responsible for all activity in connection with your account. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:

If the User Submission includes a photograph, Silk Words retains the right to remove any photograph that it determines in its sole discretion to be inappropriate. Silk Words has a zero-tolerance policy against child pornography, and will terminate and report to the appropriate authorities any user who publishes or distributes child pornography.

You shall not (directly or indirectly):

Silk Words does not guarantee that any Content or User Submissions (as defined above) will be made available on the Site or through the Service. Silk Words has no obligation to monitor the Site, Service, Content, or User Submissions. However, Silk Words reserves the right to (i) remove, suspend, edit or modify any Content in its sole discretion, including without limitation any User Submissions at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Silk Words is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove, suspend or block any User Submissions from the Service.

Silk Words also reserves the right to access, read, preserve, and disclose any information as Silk Words reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Silk Words, its users and the public.

Copyright Agent.

NOTIFICATION OF CLAIMS OF INFRINGEMENT

If you believe that your intellectual property rights have been violated in connection with the Service, please notify Silk Words’ agent for notice of claims of copyright or other intellectual property infringement (“Agent”) at [email protected]

Please provide the Agent with the following Notice:

Identify the material on the Silk Words site that you claim is infringing, with enough detail so that it may be located on the website;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;

Your address, telephone number, and email address; and

Your physical or electronic signature.

Silk Words will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA) as it exists at the time of notice of the infringement.

Card Services

Certain features of the Service and/or certain services and products made available to you through the Service may allow you to purchase services or to redeem an offer or special using your credit card (“Card Services”). Silk Words uses a third-party payment processor (the “Payment Processor”) to link your credit card account to the Services (your “Card Account”) for use of the Card Services. The processing of payments or credits, as applicable, in connection with the Card Services will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. Silk Words is not responsible for any error that occurs during any offer or special redemption process, including any error by the Payment Processor. In connection with your use of the Card Services, Silk Words will obtain certain transaction details, which Silk Words will use solely in accordance with these Terms of Use and Silk Words’ Privacy Policy. By using the Services you agree to and are subject to the terms and conditions of the Payment Processor as they exist at the time in which you use the Services. It is your responsibility to review these terms and conditions regularly (including the General Terms and Credit Card Association Agreement) which can be found at the following link:

https://payments.amazon.com/help/Personal-Accounts/User-Agreement-Policies/User-Agreement

Special Terms for ‘SilkWords’ Link

If you include any links to www.silkwords.com (“Silk Words Link”) on your website, the following additional terms apply to you:

Third Party Sites and Services

The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Silk Words’ control, and you acknowledge that Silk Words is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Silk Words or any association with its operators. You further acknowledge and agree that Silk Words shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

Termination

Silk Words may terminate your access to all or any part of the Service and/or Silk Words Link at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid by you to Silk Words for the Services hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer.

Save to the extent required by law, Silk Words has no special relationship with or fiduciary duty to you. You acknowledge that Silk Words has no control over, and no duty to take any action regarding: which users gain access to the Service; what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.

You release Silk Words from all liability for you having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Silk Words makes no representations concerning any Content contained in or accessed through the Service, and Silk Words will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.

You release us from all liability relating to your connections and relationships with other users. You understand that we do not, in any way, screen users, nor do we inquire into the backgrounds of users or attempt to verify their backgrounds or statements. We make no representations or warranties as to the conduct of users or the veracity of any information users provide. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with users or persons you may otherwise meet through the Services. As such, you agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual you come into contact with through the Services, particularly if you decide to meet such individuals in person. For example, you should not, under any circumstances, provide your financial information (e.g., credit card or bank account numbers) to other individuals.

THE SITE, SERVICE, CONTENT AND SILK WORDS LINK ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW.

SILK WORDS, AND ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE WEBSITE, SERVICE, CONTENT AND SILK WORDS LINK IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification.

You shall defend, indemnify, and hold harmless Silk Words, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content, Silk Words Link or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity (save to the extent that a court of competent jurisdiction holds that such claim arose due to an act or omission of Silk Words). Silk Words reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Silk Words in asserting any available defenses.

Limitation of Liability.

ALL LIABILITY OF SILK WORDS, ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE OF THE SITE, SERVICE, CONTENT, USER SUBMISSIONS OR SILK WORDS LINK IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, SAVE THAT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF SILK WORDS, ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO ONE HUNDRED US DOLLARS ($100).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SILK WORDS, NOR ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT SILK WORDS, ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SITE, SERVICE, CONTENT, USER SUBMISSIONS OR SILK WORDS LINK FOR: INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF REVENUE; LOSS OF GOODWILL; LOSS OF DATA; LOSS OF ANTICIPATED SAVINGS; WASTED EXPENDITURE; OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SILK WORDS’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Governing Law.

The parties shall attempt to resolve disputes arising out of this Agreement through mutually cooperative negotiation in good faith. If negotiation is unsuccessful, the matter may then be submitted to mediation. If mediation is unsuccessful, the matter shall be fully and finally settled by arbitration with a recognized alternative dispute resolution (“ADR”) group in King County, Washington by an arbitrator chosen in accordance with the ADR rules, and the judgment upon award may be entered in any court having jurisdiction thereof. The parties agree to electronic appearance via telephone or live video at any arbitration. Attorneys’ fees and costs of dispute resolution shall be borne by the losing party unless the parties stipulate otherwise or in such proportions as finder of fact shall decide.

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Silk Words agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The following arbitration and governing law provisions shall apply:

Government Use.

The use, duplication, reproduction, release, modification, disclosure or transfer of the software, or application is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. Any such software or application is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of any such software or application shall be governed solely by these Terms of Use.

Integration and Severability.

These Terms of Use are the entire agreement between you and Silk Words with respect to the Service and use of the Site, Service, Content, User Submissions or Silk Words Link, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Silk Words with respect to the Site, Service, Content, User Submissions or Silk Words Link. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, Silk Words must provide you with written notice of such waiver through one of its authorized representatives.

Modification of Terms of Use.

Silk Words reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Service or via email. Silk Words may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

Miscellaneous.

Silk Words shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Silk Words’ reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Silk Words’ prior written consent. Silk Words may freely assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. Headings are for ease of reference and shall not modify the meaning of this Agreement’s provisions.

Unless otherwise specified in these Term of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Contact.

You may contact Silk Words at the following address:

Or at [email protected]