Updated December 12, 2013
Codename Enterprises Inc., doing business as “Buzzr,” (hereafter “Buzzr”) provides a software platform (the “Buzzr Platform“) that enables you to create, join or browse Websites (as defined below) built on the Buzzr Platform. We also provide a set of services that will enhance your experience as a member of Websites on the Buzzr Platform.
These Terms of Service, including any Guidelines and future modifications (collectively the “Terms of Service” or “Agreement“) govern your use of the Buzzr Platform and is a legal contract between you and Buzzr.
By registering with us or using or browsing the Buzzr Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you can stop using the Buzzr Platform at any time.
The Buzzr Platform is not directed to children younger than 13 and is offered only to users 13 years of age or older. If you are under 13 years old, please do not use the Buzzr Platform. Any person who provides their personal information through the Buzzr Platform represents to us that they are 13 years of age or older.
You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service. If you are using or creating a Website on the Buzzr Platform as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms “you” and “your” in this Agreement refers to your company or legal entity.
“Content” means (i) any work of authorship in a Website, including, comments, recommendations, forums, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages, tags and other content added to or submitted with any of the foregoing; or (ii) other materials posted on or transmitted through any Website or the Buzzr Platform. “Your Content” is any Content that you submit to a Website or the Buzzr Platform, either as a Buzzr Member, Website Member or Website Creator (all as defined below). If you are a Website Creator, Your Content includes the name, logo, trademark, brand features and other Content that you (and not the Website Members of Your Website(s) make available). Content does not include Website Code or Platform Code.
“Embeddable Widget” means any embeddable application provided and hosted by Buzzr that allows for the viewing or playing of audio, photos, video, text and other material on third party websites or services, including the Buzzr Website Badge, Buzzr Member Badge, Photo Slideshow and Buzzr Videos.
“Members” means both Website Members and Buzzr Members.
“Website Creator” is a Buzzr Member who creates and operates one or more Websites on the Buzzr Platform. A Website Creator is by definition a Website Member of each of his or her Websites.
“Website Members” are Buzzr Members who have also registered with a particular Website on the Buzzr Platform using their Buzzr ID or an Open ID. “Your Website Members” are Website Members who have registered with Your Website.
“Website Member Data” means data provided by or collected from a Website Member by a Website Creator for a particular Website, such as profile data, including certain items of registration information (e.g. email addresses), answers to Website profile questions, forum posts, and statistical information about Content contributed. Website Member Data does not include the any Open ID associated with the Member, Buzzr ID or any Buzzr Member Data.
“Buzzr ID” is an account you create with Buzzr which may include a name, email address, password and additional answers to questions asked by Buzzr. When you register as a Website Member on one or more Websites on the Buzzr Platform, you use the email address and password portion of your Buzzr ID to authenticate with each such Website. Additionally, each Website of which you become a Website Member will have access to your date of birth, email address and name as stored in your Buzzr ID and this information will be pre-populated into both your Buzzr Profile (as defined below) upon sign-up.
“Buzzr Members” are Users who complete a registration process with Buzzr and obtain a Buzzr ID or use their Open ID to become Buzzr Members. Buzzr Members may also (but are not required to) become Website Members.
“Buzzr Member Data” is data collected from Users by Buzzr, including the data collected for the Buzzr ID and any data provided in your Buzzr Profile (as defined below). Buzzr Member Data does not include Website Member Data.
“Buzzr Member Services” are the services provided by Buzzr to Website Members. Buzzr Member Services include, but aren’t limited to: Website Member registration, Website Member sign in and authentication, a message center, friends, contact management, and a set of Website membership management services, including a listing of the Websites to which a particular Website Member belongs and management of friends across those Websites. Buzzr Member Services do not include any services that Website Creators provide to their Website Members.
“Buzzr Profile” means information that, if you are a Buzzr Member, you have provided to Buzzr that is aggregated by Buzzr into a master profile. Your Buzzr Profile enables you to keep track of friends and messages across all Websites. “Your Buzzr Profile” is a Buzzr Profile created by you on the Buzzr Platform.
“Buzzr Technology” means the past, present and future content of the Buzzr Platform, including all software in any format (including the Platform Code and Website Code), Embeddable Widgets, hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the Buzzr Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the Buzzr Platform and the Buzzr Platform itself, including, the selection, sequence, and “look and feel” and arrangement of items on the Buzzr Platform, and all Buzzr Marks (as defined below), domain names, patents, and other intellectual property. Buzzr Technology does not include Your Content or Your Code.
“Platform Code” means the proprietary portion of the Buzzr Platform that is used to interpret the Website Code and other services available on the Buzzr Platform.
“Premium Services” are services provided by Buzzr to Website Creators for a fee.
“Websites” consist of Website Code and other Content and are web applications running on top of the Buzzr Platform. Websites are created by Website Creators and are provided for Website Members of that Website to interact and connect with other Website Members. Website features may include Website Member profiles, friends, invitations, discussion forums, photo sharing, video sharing, music and podcast sharing, events, latest activity streams, RSS feeds, pages, ratings, reviews, and recommendations, among others. If you are a Website Creator, “Your Website” is a Website created and operated by you on the Buzzr Platform.
“Third Party Software” means software that is licensed to you by third parties, including software that is subject to so-called “open source” licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format, and including the GNU General Public License.
“Users” are all end users of the Buzzr Platform, and include you, any unregistered users, all Buzzr Members, all Website Members, all Website Creators and all Third Party Application Developers.
“Your Code” means any script, code, or other computer software uploaded by you to the Buzzr Platform.
The Buzzr Platform is designed to give Website Creators and Website Members the freedom to create and control their own Websites. Subject to this Agreement, as a Website Creator, you control your Website and own all of Your Code and Your Content. Buzzr does not claim any ownership rights in Your Code or any of Your Content. There are two types of data provided by or collected from Website Members – Website Member Data and Buzzr Member Data. Website Creators and their designated administrators have access to both the Website Member Data uploaded or collected on their Website(s) and the Buzzr Member Data.
There are two primary ways that we support the Buzzr Platform: through advertising and Premium Services. As a Website Creator, you can purchase one or more Premium Services from us. (“Premium Services Policies“). Buzzr may choose to temporarily change the fees for the Premium Services for promotional or new services, and such changes are immediately effective when Buzzr posts the temporary promotional event or new service on the Buzzr Platform. Any changes to fees for Premium Services that are not temporary or promotional will be effective thirty (30) days after we provide you with notice by posting such changes on the Buzzr Platform. The changes shall only apply prospectively to the Premium Services you’ve purchased. Unless otherwise stated, all fees are quoted in U.S. Dollars.
You are responsible for paying all fees and applicable taxes associated with the Premium Services in a timely manner with a valid payment method. You authorize Buzzr to charge your credit card, charge card, debit card, PayPal, or financial institution account (herein “Payment Method“) for all charges to your accounts with Buzzr. Your Payment Method will be charged the current fee for the Premium Service you choose on the date that you click on the “Purchase” button in the ordering process. These fees may be recurring if so indicated during the ordering process. You agree that Buzzr may automatically charge the fee to your Payment Method at the beginning of each recurring period. For example, if you choose a Premium Service with a monthly plan, you will be billed every month on the anniversary date of the date you clicked the “Purchase” button. Additionally, we may offer a pre-pay payment option for payment of Premium Services (“Pre-Payment Plan“). If you opt for Pre-Payment plan, your Payment Method will be charged the then-current fee for that Premium Service at the commencement of each renewal period.
You acknowledge and agree that any credit card and related billing and payment information that you provide to Buzzr may be shared by Buzzr with companies who work on Buzzr’s behalf, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to Buzzr and servicing your account. The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution providing such Payment Method. You agree to pay Buzzr all charges incurred under your account for any Premium Service in which you or anyone else who uses your account (including children, family and friends) enroll in accordance with this Agreement and any applicable Premium Services policies. If your Payment Method fails or your account is past due, (a) you agree to pay all amounts due on your account upon demand, (b) Buzzr may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (c) Buzzr reserves the right to either suspend or terminate your Premium Services or your account with Buzzr, including deletion of your Website from the Buzzr Platform.
Except as may be set forth in applicable Premium Service Policies or Section 27 (Termination), any fees charged to your account are non-refundable. You agree to submit any disputes regarding any charge to your account in writing to Buzzr within sixty (60) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. Refunds (if any) made pursuant to such dispute, are at the discretion of Buzzr.
You are responsible for paying any governmental taxes imposed on your use of the Buzzr Platform, including, but not limited to, sales, use, or value added taxes. If requested, you will promptly furnish to Buzzr the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. To the extent that Buzzr is obligated to collect such taxes, the applicable tax will be added to your billing account.
You own Your Code. Buzzr does not claim any ownership rights in Your Code. If you upload any of Your Code to the Buzzr Platform, subject to the licenses granted by you herein, you continue to have the right to use and license Your Code in any way you choose (and you are responsible for protecting those rights as appropriate). You may only upload Your Code to the Buzzr Platform, for use on Your Website, provided that Your Code complies with the terms of this Agreement. At any point, you can take Your Code from Your Website and cancel your account and Buzzr shall not retain any license rights, except as provided below.
You hereby grant Buzzr a non-exclusive, worldwide, perpetual, transferable, irrevocable, sublicenseable, royalty-free right and license to access, use, reproduce, store, modify, distribute, publicly display, publicly perform and create derivative works of Your Code (a) for the purpose of operating and making Your Website available on the Buzzr Platform and in all current and future media in which the Buzzr Platform may now or hereafter be distributed or transmitted; or (b) for our internal business purposes. Additionally, you hereby grant Buzzr a non-exclusive, world-wide, transferable, irrevocable, sub-licenseable royalty-free right and license to continue using, reproducing, archiving, caching, creating derivative works, publicly displaying and performing in perpetuity, any of Your Code that is incorporated into the Buzzr Platform, provided that Buzzr shall not use or distribute Your Code on a stand alone basis. The foregoing license does not limit Buzzr’s rights under any third party or open source license in which Your Code is licensed.
You are responsible for making sure that you have all rights in Your Code you upload or use and all rights that are necessary for you to grant the foregoing licenses to Your Code. You are solely responsible for ensuring that Your Code is compatible with any Buzzr Technology. Buzzr disclaims any liability or responsibility for any unauthorized use of Your Code by third parties or Users of Your Website and is not responsible for protecting Your Code.
Buzzr does not claim any ownership rights in Your Content. After posting Your Content, you continue to retain ownership of Your Content, and you continue to have the right to use and license Your Content in any way you choose. The Content that you upload to any Website needs to comply with the terms of this Agreement. At any point, you can delete Your Content from Your Website and cancel your account and Buzzr does not retain any license rights except as provided below.
You hereby grant Buzzr, during the course of your usage of the Buzzr Platform, a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licenseable and transferable right and license to (i) use, reproduce, create derivative works of, distribute, publicly perform and publicly display Your Content (a) for the sole purpose of operating and making Your Content available on the Buzzr Platform and in all current and future media in which the Buzzr Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes; and (ii) disclose metrics regarding Your Content on an aggregated basis for advertising, marketing and business development purposes. If you wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content. Without limiting the foregoing, Buzzr reserves the right to retain copies of Content for archival purposes after termination of the Agreement.
You hereby agree that if Your Content is removed from any Website due to a violation of these Terms, including in response to any valid DMCA (as defined below) take down notice or because such Content contains illegal images, Buzzr shall have the right to use, reproduce and exploit Your Content in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of Buzzr, any individual, or the general public.
You are responsible for making sure that you have all rights in Your Content, including the rights necessary for you to grant the foregoing licenses to Your Content. You are solely responsible for Your Content. You understand that whether or not Your Content is published or marked private by you, Buzzr does not guarantee any confidentiality or privacy with respect to any of Your Content. You agree not to include any third-party advertising in any of Your Content unless you purchase the Premium Service to run your own advertising on Your Website.
Additionally, you understand and agree that Your Content that is displayed on the Buzzr Platform may continue to appear on the Buzzr Platform, even after you have terminated your Buzzr Member or Website Member account or terminated these Terms of Service, as portions of Your Content may have been incorporated into Member profiles, RSS feeds or other features.
In addition to the rights, licenses and privileges referred to above, you agree that Buzzr, in its sole discretion, may use and refer to your trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the Buzzr Platform, and any products, goods, features, capabilities and/or services associated with the Buzzr Platform.
As a Website Creator or Website Member you acknowledge that Buzzr and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Website or the Buzzr Platform in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.
If a Website is removed from the Buzzr Platform, the Content associated with that Website may also be deleted at the discretion of the Website Creator or Buzzr. We encourage you to be sure you are comfortable with this possibility before contributing Your Content to a Website. You should be aware that Buzzr is not required and may not keep back-up copies of Content (including Your Content) on the Buzzr Platform once the Website or Content is deleted. Additionally, Buzzr makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored on the Buzzr Platform and you should independently back-up Your Content.
License to Buzzr Platform
During and subject to the terms and conditions of this Agreement, Buzzr hereby grants you a limited, non-exclusive, non-sublicensable, freely revocable license to access and use the Buzzr Platform solely to enable your use of the Buzzr Member Services and Buzzr Website Creator Services. For clarity, aside from the foregoing limited license, you acknowledge that you shall acquire no rights in the Platform Code or Website Code.
You agree that, as between you and Buzzr, all the intellectual property rights in the Buzzr Platform, which does not include Your Content or Your Code, are owned by Buzzr or its licensors.
License to Embeddable Widgets
During and subject to the terms and conditions of this Agreement, Buzzr hereby grants you a limited, non-exclusive, non-sublicensable, freely revocable license to incorporate Embeddable Widgets into other third party websites or your own personal websites. The foregoing license shall terminate immediately upon expiration or termination of this Agreement or removal of Your Website from the Buzzr Platform by Buzzr or you and you agree to immediately stop using such Embeddable Widget.
Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:
You agree that Buzzr may be independently developing software, content and other products or services that may be similar to Your Code and Your Content and nothing in the Agreement will be construed as restricting or preventing Buzzr from creating or fully exploiting such software, content and other items, without any obligation to you.
You may from time to time elect, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to Your Website or the Buzzr Platform (including the Website Code and Platform Code), including, on the Buzzr blog, via e-mail to Buzzr, or on Website Creators Forum, or via Buzzr feedback forms (“Feedback”). If you elect to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant Buzzr a nonexclusive, perpetual, irrevocable, transferable, sublicensable, royalty free, fully paid up license to use and otherwise exploit Feedback.
Buzzr trademarks, logos, images, service marks, trade names and other distinctive branding features used on the Buzzr Platform “Buzzr Marks” are the trademarks of Buzzr and may not be used without permission. Buzzr is not granting you a license under any intellectual property right to the Buzzr Marks. Other trademarks, logos, and trade names that may appear on the Buzzr Platform are the property of their respective owners.
You agree that, as between you and Buzzr, Buzzr owns all right, title and interest, including, all intellectual property rights, in and to the Buzzr Technology. Additionally, there are two types of data provided by or collected from Website Members – Website Member Data and Buzzr Member Data. If you are a Website Creator or an administrator designated by a Website Creator (“Administrator“), you agree that, as between Buzzr and you, Buzzr owns all right, title and interest, including, all intellectual property rights, in and to the Buzzr Member Data. You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in this Agreement. Any rights not expressly granted herein, are reserved to Buzzr. You agree to abide by all copyright notices, information, or restrictions contained in any part of the Buzzr Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the Buzzr Platform, including notices on any Buzzr Technology you download, transmit, display, print or reproduce from or using the Buzzr Platform.
If you are a Website Creator, Buzzr provides documentation to assist you in creating and enhancing Your Website(s). You are responsible for implementing and maintaining all support for Your Website(s), including answering questions from Your Website Members. This includes, if you’ve customized the Website Code yourself (only as authorized by Buzzr), fixing bugs that Website Members might find and tell you about.
If Buzzr provides you with a free website, we may elect to serve advertising on your site. If you are a Website Creator, you agree not to include any advertising for anything other than Your Website, including ads served via an ad-server service like Google AdSense, in any Website, any of Your Code, or Content you provide on Buzzr, unless you pay a Premium Services fee to run your own ads. If you pay the Premium Service fees to run your own ads, however, you may include third-party advertisements or sponsorships on Your Website. If you run your own ads, Buzzr will have the option, which we may exercise on notice to you, to offer and display, in partnership with you, all or some of such advertisements on Your Website. Buzzr may establish general policies and guidelines surrounding the running of your own ads (“Advertising Policies“). Any such Advertising Policies are part of this Agreement and are subject to change from time to time.
YOU AGREE THAT BUZZR WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON YOUR WEBSITE.
Content from other Members or advertisers, including, information about third party products and services and any Third Party Applications, is made available to you through Websites (“Third Party Content“) on the Buzzr Platform. The inclusion of Third Party Content on the Buzzr Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and Buzzr has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, Buzzr or its designees reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any Website) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the Buzzr Platform you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the Buzzr Platform at your own risk.
Additionally, Buzzr or third parties may provide hyperlinks on Websites, or any other form of link or redirection of your connection to other sites (“Third Party Sites“). These Third Party Sites are in no way integrated into the Buzzr Platform and the inclusion of any link on a Website does not imply Buzzr’s affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. Buzzr expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the Buzzr Platform. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.
You hereby represent and warrant to Buzzr that: (a) you will comply with all applicable local, state, national and international laws (including the CAN-SPAM Act of 2003), rules, and regulations in connection with your use of the Buzzr Platform including your promotional or other activities off the Buzzr Platform that relate to Your Website; (b) you have the right to grant to Buzzr the rights granted herein and you own or have all necessary rights, title and interest in and to Your Code and Your Content; (c) Your Code and Your Content does not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Code, Your Content or Your Website contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the Buzzr Platform, or intercept or expropriate any system data or personal information from the Buzzr Platform.
You are solely responsible for your conduct, Your Websites, Your Code, and Your Content on the Buzzr Platform. We want to keep the Websites on Buzzr safe and fun for everyone and the use of the Buzzr Platform for unlawful or harmful activities is not allowed. In defining “safe and fun,” you specifically agree that:
You will not post, email or make available any Content to Users or use the Buzzr Platform:
Additionally, you agree not to:
You agree not to authorize or encourage any third party to use the Buzzr Platform or any of Your Websites (and Your Websites will not be designed) to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify Buzzr in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.
Buzzr may establish general polices and limits concerning use of the Buzzr Platform (“Buzzr Platform Policies”), including (and without limitation) the maximum number of days that Websites and uploaded Content will be retained, the maximum number of and size of Content files and objects (including email messages), the maximum disk space allotted to you or Your Website(s), the maximum number of times and duration for which you may access the Buzzr Platform or Websites in a given period of time, the maximum bandwidth used by Your Website(s) or Content, and the maximum CPU power used by Your Websites or Content. The current Buzzr Platform Policies are part of this Agreement.
It is Buzzr’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Buzzr may remove any allegedly infringing Website Code or Content without any liability to you.
Buzzr will promptly terminate without notice any Member’s (including, for clarity, Website Member’s or Website Creator’s) access to the Buzzr Platform, including access to any Website, in appropriate circumstances where the Member is a “repeat infringer” of copyrights. Generally, Buzzr will consider a Member a repeat infringer if it has received more than two third-party notices of alleged infringement concerning Content or Website Code posted by that Member anywhere on the Buzzr Platform. Buzzr, however, reserves the right to identify and terminate Members under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behavior by that Member. Additionally, if a Website Creator continues to allow its Website Member’s to post Content that is subject to notices of alleged copyright infringement, the Website may (at Buzzr’s sole discretion) be disabled.
Additionally, if you are a Website Creator, you agree to: promptly (and in any event in no more than 24 hours) address (including removing or disabling access to the allegedly infringing content for valid DMCA take down notices) any copyright owner’s written notice (including any notices forwarded to you by Buzzr) that specified Content or Website Code posted on Your Website infringes that third-party’s rights (including copyrights), provided that the notice substantially complies with the requirements in the DMCA. If you receive a counter-notice from the applicable Member that substantially complies with the requirements of the DMCA instructing you to replace the allegedly infringing Content or Website Code, you agree to replace or cease disabling access to the Content or Website Code not less than ten (10) and no more than fourteen (14) days after receiving the counter notice, provided that the complaining party has not notified you that it has filed an action against the Member regarding the alleged infringement. You also agree to forward a copy of the counter notice to Buzzr. Buzzr strongly recommends that you consult with a legal professional to confirm your obligations under the DMCA. Buzzr is not providing legal advice to you and nothing in this Agreement is legal advice nor guarantees your compliance with applicable law or regulation. You are solely responsible and liable for complying with all applicable laws, including copyright and privacy laws in connection with Your Website.
You must clearly communicate on Your Website that Your Website uses Buzzr ID authentication (including, on each page on Your Website on which information is collected for purposes of Buzzr ID authentication) and that each of Your Website Members will be sharing the data they provide to you with Buzzr. This is for clarity and to ensure Your Website Members are aware of this relationship.
You acknowledge that Buzzr may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your Website. Accordingly, you agree that, within 24 hours of any email request by Buzzr, you will: (a) delete all Website Member Data and other personally identifiable information in your possession or control relating to a particular User as specified by Buzzr; and (b) confirm such deletion in email notice to Buzzr.
Buzzr is not required to keep back-up copies of Website Member Data on the Buzzr Platform once the Website or Website Member Data is deleted. Buzzr makes no guarantee that Website Member Data will be safely stored on the Buzzr Platform. To be safe, you should independently back-up Website Member Data.
To enable a great experience for all Users on the Buzzr Platform, if you are a Website Creator, you agree to ensure each Website you create or manage does not degrade the performance of the Buzzr Platform. If your Website(s) exceed the quotas and limitations set by Buzzr (e.g., storage or bandwidth) as set forth in the Buzzr Platform Policies or otherwise degrades performance of the Buzzr Platform or other services in any way, we may suspend your Website(s) at our sole discretion and without notice.
You agree not to harvest any email addresses from Websites or the Buzzr Platform for the purpose of sending email in violation of applicable law or otherwise violate the “Acceptable Use and Conduct” provisions of this Agreement.
You also agree not to knowingly collect any information from, or develop any Websites that are targeted at children under the age of 13.
You acknowledge that Buzzr may terminate the account of any Member (including Your Website Members) in accordance with these Terms of Service.
Your Website shall not be designed or implemented in a way that, as determined by Buzzr in its sole discretion, might mislead a User into believing that: (i) he or she is interacting directly with Buzzr when interacting with Your Website, or (ii) any of Your Website was created by or are endorsed by Buzzr. Because we want you to have as much freedom over your Website as possible, Buzzr takes no responsibility for any Content located in Your Website and Buzzr has no obligation to monitor such Content or Your Website.
You acknowledge that Buzzr also reserves the right to remove, preserve, and disclose any information or Content on any Website (including Buzzr ID and Website Member Data) or account it deems necessary or appropriate to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of Buzzr, its Users, and the general public, or (f) investigate or defend ourselves against third-party claims or allegations.
You need to register and create a Buzzr ID in order to become a Buzzr Member, Website Member or Website Creator on the Buzzr Platform. You are responsible for keeping your Buzzr ID password secure. Buzzr IDs are non-transferable. You will be solely responsible and liable for any activity that occurs under your Buzzr ID. Buzzr reserves the right to log off or deactivate Member accounts that are inactive for an extended period of time.
When you create Your Website, Buzzr gives you the flexibility to choose your own subdomain for Your Website (e.g.,” developer” in the example: http://developer.Buzzr.com) (“Website Subdomain”). You will be solely responsible and liable for any activity that occurs under Your Website’s Subdomain. Buzzr maintains ownership of your Website Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable, license solely to use the Website Subdomain on the Buzzr Platform.
You may not use anyone else’s account, Buzzr ID or Website Subdomain at any time, without the permission of the account holder. You should never give out your password to another individual or entity. Buzzr will not be liable for any loss that you may incur as a result of someone else using your Buzzr ID, Open ID, Website Subdomain, or password, either with or without your knowledge. However, you may be held liable for losses incurred by Buzzr or another party due to someone else using your Buzzr ID, Website Subdomain, or password. In other words, please be careful with your identity and passwords.
YOUR USE OF THE BUZZR PLATFORM, AND ALL WEBSITE CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-BUZZR CODE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE BUZZR PLATFORM AND ALL WEBSITE CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-BUZZR CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BUZZR AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. BUZZR AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS DISCLAIM ANY WARRANTY THAT THE BUZZR PLATFORM, OR ANY WEBSITE CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-BUZZR CODE OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE BUZZR PLATFORM OR THE SERVER THAT MAKES THE BUZZR PLATFORM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BUZZR MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE BUZZR PLATFORM OR YOUR WEBSITE (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR WEBSITE OR (C) THE COMPATIBILITY OF YOUR CODE OR ANY NON-BUZZR CODE WITH ANY BUZZR TECHNOLOGY.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BUZZR PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BUZZR OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH OR FROM THE BUZZR PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
You agree to indemnify, defend, and hold harmless Buzzr, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to:
Buzzr reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Buzzr. Buzzr will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Website Member or Website Creator), Buzzr is under no obligation to become involved.
You release Buzzr, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL BUZZR OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF BUZZR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE BUZZR PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO BUZZR BY YOU IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN BUZZR (INCLUDING THIRD PARTY APPLICATION DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE BUZZR PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
Buzzr reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the Buzzr Platform or any part thereof with or without notice. Buzzr will not be liable to you or to any third party for any modification, suspension or discontinuance of the Buzzr Platform.
We may amend, modify, change, add or remove portions of this Agreement or any Guidelines at any time without notice to you by posting a revised version on www.Buzzr.com or elsewhere on the Buzzr Platform. The revised version will be effective at the time we post it. Please check this Agreement and any Guidelines periodically for changes. Your continued use of the Buzzr Platform after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on the date stated above. However, if the revised version includes a material change, it will be effective for an existing User (including Buzzr Member, Website Member or Website Creator) on the earlier of (a) the date you accept it, and (b) 30 days after the material changes are initially posted to www.Buzzr.com or elsewhere on the Buzzr Platform. The revised version will apply to you immediately if you are a User who registers or first uses the Buzzr Platform on or after the posting of the revised version.
This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your membership within any Website on the Buzzr Platform at any time and for any or no reason by following the instructions on the “My Settings” page while logged in to a Website. Additionally, you may terminate your Buzzr ID account and end your use of the Buzzr Platform at any time and for no reason by contacting us at info@Buzzr.com or at the address set forth below in the “Contacting Buzzr” Section.
Buzzr has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Buzzr Platform or any Website, (ii) remove and discard any Website Code or Content within any Website or anywhere on the Buzzr Platform or (iii) shut down a Website, with or without notice, and with no liability of any kind to you.
If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.
Effects of Terminating
Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, Your Code, Your Content, Your Website Member Data or Your Website(s). Buzzr will not have any obligation to assist you in migrating your data, Your Content, Your Website Member Data, Your Code or Your Website(s) off of the Buzzr Platform and Buzzr does not keep any back-up of any of Your Content or Your Website Member Data. Buzzr is not responsible for deleting Your Code, Website Code or Content on your behalf. Note that, even if Your Code, Website Code or Content is deleted from Buzzr’s active servers, it may remain in our archives (but we have no obligation to archive or back-up Your Code or such Website Code or Content), and subject to the licenses set forth in this Agreement.
The following Sections will survive termination of these Terms of Service for any reason: Sections 1, 3, 4-9, 13-24, 27-33.
This Agreement shall be governed by the laws of the State of New York without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder.
You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, N.Y. for the purpose of litigating all such claims or disputes.
The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that Buzzr has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
You agree to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Specifically, you agree that you shall not — directly or indirectly — sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from Buzzr under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, Buzzr from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.
The parties specifically disavow any desire or intention to create a “third party” beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.
The failure of Buzzr to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
You may not delegate your duties under this Agreement or assign this Agreement or your Buzzr accounts or Buzzr IDs, in whole or in part, provided, however, that you may assign this Agreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. Buzzr may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties’ permitted assignees, transferees and successors.
The terms “including” and “includes” shall be deemed to be followed by the statement “without limitation” and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.
Buzzr may provide you with notices, including those regarding changes to this Agreement or any of Buzzr’s terms and conditions, by email, regular mail, or postings on the Buzzr Platform. Notice will be deemed given twenty-four (24) hours after email is sent, unless Buzzr has previously been notified that the email address is invalid. Notices not pertaining to any amendments to this Agreement or any Guidelines (such as notices relating to technical changes to the Buzzr Platform) are deemed given two (2) days following the initial posting.
White Label Platform Terms and Conditions
Updated December 12, 2013
Effective December 17, 2013
1) The White Label Platform Terms and Conditions addendum applies only to clients (“White Label Clients” or “WLC”) who are given access to a white label, private label or “Enterprise Edition” installation, including the Buzzr Higher Education Edition, collectively known as the “White Label Platform” or “WLP”. Use of this platform by WLC or its retail clients constitutes acceptance of the agreement. It may be modified only by a separate, written agreement executed by Codename Enterprises (also known as “Buzzr”) and the WLC.
3) All trademarks owned by CodeName Enterprises, including Buzzr, may be removed by WLC except for the Buzzr Terms of Service, which may be modified only upon written consent by CodeName Enterprises, Inc.
4) All member data collected by WLC, including names, addresses, e-mails, phone numbers, shall be the exclusive property of WLC and shall not be sold, leased or copied by CodeName Enterprises for its own commercial purposes, without the express written consent of the WLC. However, CodeName Enterprises may access member data in order to provide service to ensure the smooth functioning of the White Label Platform.
5) All content created by and collected by WLC hall be the exclusive property of WLC and shall not be sold, leased or copied by CodeName Enterprises for its own commercial purposes, including re-use by the CodeName Enterprises on its websites, without the express written consent of the WLC. However, CodeName Enterprises may access content in order to provide service to ensure the smooth functioning of the White Label Platform.
6) A White Label Platform shall be hosted on a separate code base from Buzzr.com.
7) Buzzr Website Creators and Website Members shall not have any special access or connection to the White Label Platform, and WLC and White Label Website Members shall not have any special access or connection to the Buzzr Platform.
8) The White Label Platform shall be hosted on a “”cloud server” or a dedicated server leased or owned by CodeName Enterprises. The server environment shall be configured and maintained as solely determined by CodeName Enterprises. WLC may not access or alter the server configuration in any way. WLC may not host or copy the White Label Platform on its own servers without written permission from CodeName Enterprises.
9) ALL LIMITATIONS OF WARRANTIES, INDEMNIFICATIONS, AND LIMTATIONS OF DAMAGES SPECIFIED IN THE “BUZZR TERMS OF SERVICE” ARE EQUALLY APPLICABLE TO THE WHITE LABEL PLATFORM. THERE IS NO EXPRESS OR IMPLIED WARRANTY OF FITNESS OF THE WHITE LABEL PLATFORM FOR ANY PARTICULAR PURPOSE.
10) WLC acknowledges that by their using the “superadminn” back end tools to customize or add new code or by reconfigure/altering the settings of the underlying Drupal, or by hiring Buzzr to do the same, that they assume the risk that some or all the Platform may stop working and/or permanently lose data. Buzzr has the sole discretion whether to grant WLC “superadminn” back end access.
11) Custom code created by CodeName Enterprises for the WLC’s White Label Platform may be incorporated by CodeName Enterprises into any other Buzzr deployment..
12) NO CUSTOM CODE OR CUSTOM MODULES OR DESIGN OR CONTENT FROM THE WHITE LABEL PLATFORM MAY BE RELEASED, DISTRIBUTED, COPIED, OR REVERS ENGINEERED.
13) Under no circumstances shall WLC insert into the platform any code, scripts, encryption, or other methods or devices that prevent Codename Enterprises from accessing any and all parts of the White Label Platform, including the member databases.
15) WLP websites, sub-sites, microsites, or sub-domains may be leased by WLC to their own “retail clients” either as:
a) a “shared environment” for multiple retail clients or
b) a “separate environments” used for a single retail client. Only one retail client may be placed on a separate environment but that retail client may maintain multiple sites on the separate environment.
16) Pricing. WLC shall spend a monthly minimum of $3000, excluding hosting costs. The monthly minimum includes charges for licensing, support, design, customization (or “Change Requests”) of the platform or retail websites on the platform. Buzzr shall make itself available over the course of the month, for support services, such as addressing bug fixes, for whatever hours (based on the hourly fees in this addendum) are required to make up the difference between the monthly minimum and monthly licensing fees. All fees payable to Buzzr are in net U.S. dollars. (net of any surcharge imposed by outside entities or governments.)
a) WLC will pay Codename Enterprises 50% of all fees it receives for technical implementation/development of a client website built on the WLP. Technical implementation means creating a website on the WLP for a retail client or hiring Buzzr to do the same. This includes fees received for building any custom features. For each new client website, WLC will pay Buzzr a minimum of $5,000 for a website on a shared environment and will pay Buzzr a minimum of $7,500 for a retail client on a separate environment. WLC aggrees to provide Buzzr with the letter of agreement and invoice(s) to your client detailing technical implementation/development charges.
b) WLC will pay Buzzr 50% of all fees received for the ongoing licensing, technical support and maintenance of WLP websites. This excludes fees received for service offerings provided by mStoner on an ongoing basis that are not related to the implementation of websites on the WLP. WLC will pay Buzzr a minimum of $500 per month per site for a shared environment and pay Buzzr $1000 per month in total for each separate environment (regardless of the number of sites on each separate environment). There is an additional fee of $7.95 per website payable to Buzzr for any mirco-site created by the retail client, using the “Quickstart” tool, on a separate environment. WLC will provide us with the letter of agreement and all invoices to the retail client detailing monthly charges.
c) WLP will pay Buzzr 50% of all initial and subsequent “design template implementation” fees, with a minimum of $5,000 per client. A design implementation is defined as modifications to an underlying Buzzr style to suit the design needs of a client for one website. Design implementation does not include WLC design concept stage establishing the visual style for the site via the creation of one or more homepage concepts. At the onset of design implementation, WLC will always provide us with at least a fully designed homepage Photoshop file (or a mutually agreeable alternative) prior to presenting the design to the client so Buzzr can comment. Designs must conform to the feature set of the WLP, unless Buzzr agrees in writing to modify the feature set.
i) In exchange for the design fee, Buzzr will provide up to 40 hours to technically implement Photoshop files of the designed homepage and interior pages, subject to our availability. Design hours will increase by 20 for every $2500 in shared revenue. Buzzr is not responsible for uploading content, configuring permissions, re-designing the initial Photoshop files, or any direct interaction (phone, e-mail or otherwise) with the retail client.
ii) The designs remain WLC exclusive intellectual property or the intellectual property of your retail clients and will not be made available to other Buzzr clients. WLP will consult prior to agreeing to an implementation schedule, and provide at least 12 weeks advanced notice of the implementation schedule. WLC will notify us of the same design schedule WLC will be required to meet.
iii) In the event Buzzr declines a design assignment, then it will not receive the 50% design fee. Buzzr may propose modifications to the design so 1) it conforms to the technical requirements of the Buzzr platform and 2) it can be completed within the allocated hours, including design and Quality Assurance reviews by WLC and the retail client. Designs may not be modified without mStoner’s consent. WLC may elect to buy additional design hours for $150 an hour. You will provide us with the contract or letter of agreement and invoice(s) to your client detailing design implementation charges.
d) Any malfunction in the platform causing it to not work as intended shall constitute a support request. Support Requests are billed at $150 an hour.
17) Customizations and Change Requests (“CR”) We may customize the WLP at your request to include new features, modifications to existing features, integration with external applications, reviewing CSS or HTML created by you. These are also known as “CRs.” Buzzr may decline customization/CR requests at its discretion.
a) Pricing is $150/hour. Billing is in 30-minute increments. Some CRs, or groups of CRs, may also require additional monthly support fees. In some cases, Buzzr may required part or all of an estimated CR fee be paid in advance
b) CRs must be agreed to by WLC in writing, by e-mail, or approved in the Buzzr online ticket queue. WLC may also authorize an open-ended CR by email with a set dollar limit. A CR that may create additional support hours for us on an ongoing basis may also include an additional ongoing monthly fee, which we will determine and receive written approval for form you in advance of doing any work.
c) One designated project manager per WLC may file written tickets (via a ticket system we provide) requesting a CR or an estimate. All CR requests must be in writing via the ticketing system, from your designated project manager.
d) We will make try to complete accepted CR work on a timely basis; however, due to the uncertain nature of software programming, time estimates for some tasks are difficult or impossible to determine before the task is undertaken. Unless a specific hourly limit or deadline is agreed to by Buzzr in writing, any CR hourly quote or requested deadline is only an estimate. Authorization to proceed on a CR by WLC cannot be modified or capped unilaterally by a WLC; in the event of any doubt, an authorization shall always be presumed to be an estimate.
e) Any fixed due dates must be agreed to in writing by Buzzr.
18) Hosting. Hosting, back up and related services are charged separately, above and beyond any other fees or charges to WLC. Buzzr shall exclusively manage the hosting services. When Buzzr bills you for the previous month, we will provide you with details concerning the hosting environment, including number of servers, amount of RAM and additional details included in our statement from the hosting provider. You will be billed the cost of the actual hosting, which includes both disc storage and monthly bandwidth usage in a managed environment. You may direct us, in writing, to spend more or less money on hosting, so long as it satisfies the minimal viable requirements for the platform to work with our hosting provider, and includes a managed service level for enhanced monitoring. We will comply with your requests for changes in hosting, so long as they are supported by the current hosting company, within 30 days. Hosting charges do not count towards minimum monthly fees. Hosting fees are due and payable to Buzzr terms net 30 days.
a) Buzzr passes along to you, in so far as possible, the same terms and conditions as the Service Level Agreement (“SLA”) provided by the hosting company to Buzzr, and our liability to you is limited to any recovery we actually receive from the hosting company due to a violation of the Service Level Agreement.
b) Buzzr will provide WLC access to the Buzzr agreement with the hosting company, such as links or electronic copies of applicable service level agreements. WLPs currently run on the Rackspace Cloud / Managed Cloud Server and you may find information concerning service level agreements at http://www.rackspace.com/cloud/servers/pricing/
19) Payment Terms
a) Site fees for implementation, installation and design are payable on the same schedule you negotiate with your clients, including advance payments and mid-project payment; except that upon delivery of the technical implementation and/or design implementation, we shall invoice you for the balance, and terms shall be net 30. A typical invoicing schedule will look like the following (all net 30 days):
– We invoice 25% of our total fee 30 days prior to beginning our work
– We invoice 50% of our total fee once wireframes are approved
– We invoice 25% of our total fee upon delivery of the implementation
b) A minimum of $2,500 is payable in advance of a website on a shared environment being created; a minimum of $2,500 is payable in advance for any separate environment being made accessible to you.
c) Hosting fees begin upon delivery of the live environment, before any client websites are brought live. Hosting fees will be billed on or after the 1st of each month based on your usage during the 30 day period through the 14th day of the prior month. Terms are net 30 days.
d) Licensing fees will be billed on the 1st of each month for the requested hours for the month to come. Fees for a website are net 30 days.
e) Customization fees and CR will typically be billed as follows: 50% of the estimate at CR inception; 25% at mid-point of completion of any assignment; 25% at completion. In some cases, at its discretion, Buzzr may request payment in full, in advance of the full estimate. For projects under 5 hours, fees will be billed upon completion of project. Terms net 30 days.
f) All fees are net of any surcharge imposed by outside entities.
20) Non- Solicitation. The parties shall not:
a) Recruit or solicit any employee, staff member, contractor, agent or officer of the other party to discontinue such employment or services; seek to employ or retain any such employee or agent for any services whether full-time or freelance; or cause any business, person, firm or corporation which competes directly or indirectly with the other party to seek or solicit the employment or retention of any such employee or agent.
b) Solicit or encourage any business, person, firm or corporation that has a business relationship with the other party to seek to discontinue such relationship.
c) The parties agree that solicitation of employees or contractors of the other party constitutes irreparable harm and consents to an immediate injunction to cease and desist such activities; in addition, the parties agree that solicitation of employees shall result in liquidated damages of not less than $5 million, or the current valuation of the other party, as established by an independent appraiser hired by V, whichever is greater.
21) You shall require any staff members, contractors or freelancers who work on the Buzzr platform to agree to the Buzzr Terms and Conditions, including these White Label Terms and Conditions. We may mutually agree upon a modification of these Terms of Service in writing. In the event any of your staff or freelancers is given access to the codebase, whether via the central server or via a local installation, it shall strictly be for the improvement of the codebase on behalf of Codename Enterprises and/or our WLC clients (including you) and is not a distribution of the platform for your use or the use of the staff member or freelancer. You, and your staff/contractors/freelancers, will delete/destroy the Buzzr codebase, at our request, from your local servers, computers and other devices, at our request.
22) MUTUAL NONDISCLOSURE AGREEMENT
In consideration of the mutual promises and covenants contained in this Addendum, the parties hereto agree as follows:
1. “Discloser” shall be the party that discloses the Confidential Information, as defined below, to Receiver.
2. “Receiver” shall be the party that receives the Confidential Information, as defined below, from Discloser.
3. “Confidential Information” means non-public information that Discloser designates as being confidential or which, under the circumstances surrounding the disclosure, reasonably ought to be treated as confidential. “Confidential Information” includes, without designation or limitation: (i) either party’s products and information relating to these released or unreleased products, Software, computer programs, source code, and object code; (ii) information regarding either party’s finances, business, marketing, product development, research and development, and technical plans; and (iii) any and all other information, of whatever type and in whatever medium, including without limitation all data, ideas, developments, know-how, trade secrets, inventions, and information relating to procedures, manufacturing, engineering, purchasing, accounting, marketing, sales, customers, suppliers, financial status, creations, and improvements of either party.
4. Confidential Information shall not include that information defined as Confidential Information above which:
a) entered the public domain without Receiver’s breach of any obligation owed Discloser, or
b) became known to Receiver prior to Discloser’s disclosure of such information to Receiver, or
c) became known to Receiver from a source other than Discloser other than by the breach of an obligation of confidentiality owed to Discloser, or
d) was independently developed by Receiver.
e) The burden of proving that any of the above non-inclusion provisions applies will reside with Receiver.
5. “Confidential Materials” shall mean all tangible materials in any media containing Confidential Information, including without limitation, written or printed documents and computer disks or tapes, whether machine-readable or user-readable.
1. Receiver shall not disclose any Confidential Information to third parties for the maximum period allowable by law, following the date of its disclosure by Discloser to Receiver, except to Receiver’s employees and consultants as provided below.
2. Receiver shall take all reasonable steps necessary to preserve the confidentiality of the Confidential Information and Materials and to prevent it from falling into the public domain or into the possession of other persons, including without limitation those steps that Receiver takes to protect the confidentiality of its own confidential information.
3. Receiver shall not (i) disclose any Confidential Information to any person other than an employee or subcontractor of Receiver who needs to know or have access to such Confidential Information for the purpose of satisfying an agreement between Discloser and Receiver, and only to the extent necessary for such purposes (ii) duplicate the Confidential Information for any purpose whatsoever unless Receiver obtains the prior written permission of Discloser; or (iii) use the Confidential Information for any reason or purpose other than in pursuance of the business relationship contemplated herein. Receiver shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement.
4. Receiver may not reverse-engineer, decompile, or disassemble any software disclosed to Receiver. Receiver acknowledges its obligation to control access to technical data under the U.S. Export Laws and Regulations and agrees to adhere to such laws and regulations with regard to any technical data received under this Agreement.
5. Receiver may disclose Confidential Information as required by government or judicial order, provided Receiver gives Discloser prompt notice of such order and complies with any protective order (or equivalent) imposed on such disclosure.
C. RIGHTS AND REMEDIES
1. Receiver shall notify Discloser promptly upon discovery of any unauthorized use or disclosure of Confidential Information or Materials, or any other breach of this Agreement by Receiver, and will cooperate with Discloser in every reasonable way to help Discloser regain possession of the Confidential Information or Materials and prevent its future unauthorized use.
2. Receiver shall return all originals, copies, reproductions, and summaries of Confidential Information Materials at Discloser’s request or, at Discloser’s option, certify destruction of the same.
3. Receiver acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of Confidential Materials and that Discloser shall be entitled to, without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
1. All Confidential Information and Materials are and shall remain the property of Discloser. By disclosing information to Receiver, Discloser does not grant any express or implied right to Receiver to or under Discloser’s patents, copyrights, trademarks, trade secret information or other intellectual property.
2. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior discussions between them as Confidential Information. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Discloser, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Discloser. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
3. If either Discloser or Receiver employs attorneys to enforce any rights arising out of or in relation to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
4. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. All obligations created by this Agreement shall survive termination of the parties’ business relationship.
Effective: December 17, 2013
1. How the Buzzr Platform Operates
Website Creators and Third Party Application Developers may also collect additional types of Personal Information, and may use and disclose Personal Information in accordance with their own privacy policies. For each Website you use, you should check with the Website Creator regarding its policies governing its collection, use, and disclosure of Personal Information. Additionally, for each Third Party Application that you add to your Website or your profile, you should check with the Third Party Application Developer regarding its policies governing its collection, use and disclosure of Personal Information.
2. Collection of Personal Information
Personal Information You Provide
Buzzr Member Data
You must register for a Buzzr ID to become a Buzzr Member, sign up for a Website, or sign up as a Third Party Application Developer. You may also provide an existing Open ID account to become a Buzzr Member, in which case, you consent for your Open ID account information to be the same as sharing account information to become a Buzzr Member. In all cases, where Buzzr ID is referred to in this agreement, you agree the term equally refers to your Open ID. When you register for a Buzzr ID, you are required to provide certain Personal Information, including your name, email address, date of birth, and a password that you select. You also may create a Buzzr Profile and provide other Personal Information within your Buzzr Profile, such as your gender, city, state, and country, a photo, and additional information such as your favorite TV shows, music, movies and interests and any organizations you belong to. You may be able to change the privacy level of your Buzzr Profile so that some or all of the information is not publicly viewable, although that option is not available on every Website.
Please note, however, that even if you choose not to display your Buzzr Profile, that information, including Personal Information, will be accessible by Buzzr. Your Buzzr Profile is separate from any additional profile you may create on a Website. Your Buzzr Profile will also display all the Websites you belong to, a list of all of your friends across these Websites and the latest activity feeds on these Websites.
When you sign up for a Website, you will be asked to sign in to the Website with your Buzzr ID. The Personal Information in your Buzzr ID (except for your password) is provided to the Website Creator, regardless of the privacy option you choose for your Buzzr Profile or your profile on that particular Website. Certain Personal Information (your date of birth, name and email address) from your Buzzr ID is pre-populated into your “My Profile” Page on Websites you join and your Buzzr Profile upon sign in. Additionally, certain Personal Information (such as your profile photo and any gender or location information) you may have provided in your Buzzr Profile is pre-populated in your My Profile Page when you sign up for any new Websites.
The Personal Information in your My Profile Page may be accessed by the Website Creator and all Buzzr Members who browse the Website. You can change the privacy level for your profile on any Website you are a Member of to suit your choice by changing the privacy settings of your My Profile Page in any Website. Please note, however, that while the general public or other Buzzr Members cannot view your My Profile Page if you choose to limit who can view your My Profile Page, Buzzr, the Website Creator of that particular Website and administrators designated by the Website Creator can view this information.
You also may have other opportunities to voluntarily provide Personal Information to Buzzr. For example, if you contact us to provide feedback or request support we collect your email address and other Personal Information that you provide.
Website Member Data
Website Creators may also request additional Personal Information from Buzzr Members who register for their Websites. Certain Personal Information collected from Website Members will be retained in the Website Member’s My Profile Page for that Website. Website Creators may be able to designate responses to some or all of the questions that they ask their Website Members to respond to as “private.” Website Creators may also choose to change the settings on the responses to questions by their Website Members from “private” to “public” at a later date. If requests for additional information are marked “private,” they will be viewable only by Buzzr, the Website Creator, and administrators designated by the Website Creator. Website Creators may also designate the Websites that they create as private, limiting Website Members to those that they approve or specifically invite. Please note, however, that while the general public cannot view private Websites, or your My Profile Page for private Websites, Buzzr, Website Members of the Website, the Website Creator, and administrators designed by the Website Creator can view this information. Additionally, Website Creators may choose to change the designation of a Website from “private” to “public” at a later date.
Website Members also have access to Buzzr’s Address Book feature. The Address Book feature allows Website Members to input contact information for their friends, whether or not those friends have Buzzr IDs, and to send event and other invitations to them. Website Members may use the Address Book feature by entering contact information for their friends manually or, alternatively, retrieving contact information from supported email service providers. To retrieve contact information from a third-party service provider, the Website Member must provide login credentials for the email service provider that he or she has selected. That information is used to retrieve the contact information from the selected third-party service provider and is not retained by Buzzr. If you send out invitations to join a particular Website, the contact information that you enter for the friends that you have invited, including information that is imported into, or entered manually into, the Address Book feature, may be accessed by Website Creators and their designated administrators.
To become a Website Creator, you must register for a Buzzr ID and must create a password. Website Creators must supply the password they have created in order to access certain administrative controls for their Websites
In addition, if you are a Website Creator and choose to purchase premium services or support on Buzzr (e.g., additional storage or bandwidth, or use of a custom second-level domain name), you must provide your credit card information and billing address. We use this billing information to process your transactions.
3. Passive Data Collection
Like most web-based services, Buzzr automatically receives and records information on our server logs from your browser when you use the Buzzr Platform. Buzzr may use a variety of methods, including clear GIFs (also known as “web beacons”), and “cookies” to collect this information. The information that Buzzr collects with these automated methods may include, for example, your IP address, Buzzr cookie information, a unique device or user ID, browser type, system type, the content and pages that you access on the Buzzr Platform, and the “referring URL” (i.e., the page from which you navigated to the Buzzr Platform).
Websites visited before visiting Buzzr or a Website may place Personal Information within the URL of your browser during a visit to that previous website. Buzzr may collect that information as part of referring URL information that it collects.
4. Content and Use of Networks
When you send messages, make postings, or otherwise post or transmit any Content within a Website on the Buzzr Platform, others who visit or use that Website may access any Personal Information within such Content. Within your Website Member settings for each Website, accessible at the “Settings” link, you may be able to modify your privacy settings for certain types of Content that you make available on that Website. For example, you may be able to specify that your photos, videos, and blog posts will be viewable by anyone, by your “friends” only, or only by you. Please note, however, that while the general public or other Buzzr Members can not view Content that you specify viewable only by you, Buzzr, the Website Creator of that particular Website and administrators designated by the Website Creator can view this information. We collect and maintain posts, messages, and other Content that you have posted or transmitted to a Website, as well as information about that Content and your interaction with it.
Some of this information, such as your latest activity on the Buzzr Platform or a Website, and the most active members of a Website, will be made available to Website Creators, and may also be made available to other members of, and visitors to, the Buzzr Platform as well as to Third Party Application Developers.
Because you may voluntarily disclose Personal Information when you post or otherwise transmit Content, please be careful with the information that you choose to disclose.
5. Third Party Advertisers
Buzzr does not provide your Personal Information to these third-party ad servers or ad networks without your consent. However, please note that if an advertiser asks Buzzr to show an advertisement to a certain audience or audience segment and you respond to that advertisement, the advertiser or ad-server may conclude that you fit the description of the audience that they were trying to reach.
6. Information Received From Third-Party Sources
7. How Buzzr Uses Personal Information
We may use Personal Information to operate, provide, improve, and maintain the Buzzr Platform, and our other services and systems, and to develop new products and services; to prevent abusive and fraudulent use of the Buzzr Platform and our other services and systems; to personalize and display advertisements (via our own advertising engine or server) and other content on the Buzzr Platform; to send you administrative messages, and information about Websites, content, and Buzzr services in which we believe you may be interested; and for other administrative and internal business purposes.
8. When Buzzr Discloses Personal Information
In limited circumstances, Buzzr may rent or sell Member email addresses and other information, compliant with applicable laws (CAN-SPAM). Please also be aware that any information that you voluntarily choose to display on any publicly available portion of the Buzzr Platform, or on any Website, becomes publicly available and may be collected and used by Website Creators, Buzzr or others without restriction.
Buzzr may provide Personal Information to third parties for their use in performing internal business functions (e.g., payment processing, maintenance, security, data analysis, or data hosting) on our behalf.
Buzzr may disclose Personal Information if we have a good-faith belief that doing so is required by a subpoena or other judicial or administrative order or otherwise required by law. Additionally, Buzzr may disclose Personal Information where we, in good faith, deem it appropriate or necessary to prevent violation of the Buzzr Terms of Service, or our other agreements; take precautions against liability; protect the rights, property, or safety of Buzzr, any individual, or the general public; maintain and protect the security and integrity of our services or infrastructure; protect ourselves and our services from fraudulent, abusive, or unlawful uses; investigate and defend ourselves against third-party claims or allegations; or assist government enforcement agencies.
9. Change of Ownership
In the event of a change in ownership, or a merger with, acquisition by, or sale of assets to, another entity, we reserve the right to transfer all of your Personal Information, including email addresses, to that entity. Buzzr will use reasonable efforts to notify registered users of such a transfer (by a posting on our home page, or by email to a Buzzr Member’s email address that was provided to us, as chosen by us in our discretion).
We use industry standard security measures to protect against the loss, misuse, and alteration of Personal Information under our control. Although we make good faith efforts to maintain the security of such Personal Information, we cannot guarantee that it will remain free from unauthorized access, use, disclosure, or alteration. Further, while we work hard to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent “hackers” or other unauthorized persons from illegally accessing or obtaining this information. We do not assume any liability to third parties whose information you include in your Address Book, or which you post or transmit in any Content on a Website. To help maintain the security of your Buzzr ID, please keep your password secure.
If we learn of a security breach, we may attempt to notify you electronically so that you can take appropriate protective steps. By using the Buzzr Platform or providing Personal Information to us, you agree that we can communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Buzzr Platform. If a security systems breach occurs, Buzzr may post a notice on the Buzzr homepage (www.Buzzr.com), or elsewhere on the Buzzr Platform and may send email to you at the email address you have provided to us.
The Children’s Online Privacy Protection Act (“COPPA”) protects the online privacy of children under 13 years of age. Buzzr does not knowingly collect or maintain personal information from anyone under the age of 13, unless or except as permitted by law. Any person who provides Personal Information through the Buzzr Platform represents to us that he or she is 13 years of age or older. If Buzzr learns that Personal Information has been collected from a user under 13 years of age on or through the Buzzr Platform, then Buzzr will take the appropriate steps to cause this information to be deleted.
If you are the parent or legal guardian of a child under 13 who has become a Buzzr Member, please contact firstname.lastname@example.org to have that child’s account terminated and information deleted.
12. Your Choices
You may, at any time, update, correct, or delete certain categories of Personal Information that you have provided to Buzzr by logging in to your My Profile Pages on individual Websites.
Additionally, even if you update or remove Personal Information that you have provided to Buzzr or any Website Creator, your Personal Information may be retained in our backup files and archives for a reasonable period of time for legal purposes.
13. Email Communications and Unsolicited Commercial Email
We may send you administrative messages, and updates regarding your Buzzr ID account, the Buzzr Platform, and Buzzr’s services, by email. Website Creators may also send you administrative or promotional messages to the extent permitted by applicable law and the Buzzr Terms of Service. Additionally, if you receive an email invitation from a Website to join that particular Website and do not wish to receive any future messages for this Website, you can choose to opt-out of receiving future messages from this Website by following the directions on the bottom of the email message you receive. You do not need to sign up to a Website to block all future emails from the Website. If you have a Buzzr ID account, you can also opt out of email notifications from Websites on the Buzzr Platform by visiting the e-mail feature under the settings tab in your Buzzr Profile.
The Buzzr Terms of Service prohibit Website Creators and other Members from engaging in any activity involving the sending of email in violation of applicable law, including CAN-SPAM and other laws regulating unsolicited commercial email. Violations of these policies may result in immediate termination of service and legal action against any senders or initiators of such messages.
Buzzr offers email masking and relay when Members choose to communicate with other Members on Websites to reduce third party email harvesting of email addresses for purposes of sending unsolicited commercial email (“spamming”). If you send out an invitation to join a Website, your email address will not be masked to the individuals you invite.
14. Third-Party Service
The Buzzr Platform, and Websites, may contain links to websites and services provided by third parties. Any Personal Information you provide on third-party sites or services is provided directly to that third party and is subject to that third party’s policies governing privacy and security. We are not responsible for the content or privacy and security practices and policies of third-party sites or services to which links are displayed on the Buzzr Platform or on Websites. We encourage you to learn about third parties’ privacy and security policies before providing them with Personal Information.
15. International Users
17. Contacting Buzzr
You may also write us at:
111 West 67th Street
New York, N.Y. 10023
This Web Site Design Service and Maintenance Agreement (“Agreement”) is entered into by and between Codename Enterprises Inc. (“Buzzr”) a Delaware corporation and you and your heirs, agents, successors and assigns (collectively, “You”), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Buzzr Web Site Design and its related services (collectively, the “Services”) and represents the entire agreement between You and Buzzr concerning the subject matter hereof. By using the Services, You acknowledge that You have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies including, but not limited to, the Terms of Service that Buzzr may establish from time to time, in its sole discretion, and any agreements that Buzzr is currently bound by or may become bound by in the future. Such Agreements may be found at: http://www.buzzr.com/terms_of_service All Buzzr policies and agreements related to Your use of the Services are incorporated herein and made part of this Agreement by reference.