This agreement ("Agreement") is provided by Creative Wonders, L.L.C. ("Creative Wonders") to you ("User") and governs any and all use of Creative Exchange Area ("CEA"). CEA is provided by Creative Wonders and is currently a free service to users who accept the terms and conditions of this Agreement. Creative Wonders reserves the right to alter, amend or supplement any portion of this Agreement. Such alterations, amendments or supplements shall become effective upon reasonable notice to user. User is responsible for all use of UserÆs account ("Account") and for ensuring that all use of UserÆs Account complies with the terms and conditions of this Agreement. If User or any use of UserÆs Account violates any provision of this Agreement, UserÆs access to and use of CEA will be permanently terminated.
1. Impermissible Conduct. User shall not engage in the following conduct:
(a) harass, threaten, embarrass or cause distress or discomfort upon another CEA participant, user or other individual or entity;
(b) transmit through CEA any data, text, information, figures, links, software or other material ("Content") which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, racially, ethnically or otherwise objectionable;
(c) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law while using or accessing CEA or in connection with your use of CEA in any manner;
(d) encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
(e) transmit through CEA any unsolicited advertising, promotional materials, or any other form of solicitation;
(f) disrupt, obstruct or otherwise upset the flow of Content on CEA;
(g) impersonate any person other than User in CEA; and
(h) upload, post or otherwise make available on CEA any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.
2. Content. Creative Wonders is not liable for any Content displayed or otherwise transmitted through CEA. Creative Wonders reserves the right, but not the responsibility, to remove any Content deemed by Creative Wonders as harmful, offensive, or otherwise in violation of this Agreement. Creative Wonders also reserves the right to edit any notices or uploaded items, and reserves the right to deny access to the CEA to any User.
3. UserÆs Liability. User hereby acknowledges and agrees that any Chat area, bulletin board and other communications areas hosted by Creative Wonders are public communications and are not private. User shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from such submission of Content.
4. License Grant.
4.01 General. By submitting, uploading or otherwise making Content available on CEA, User hereby expressly grants -- or warrants that the owner of such Content has expressly granted -- Creative Wonders a world-wide, royalty-free, perpetual, irrevocable, non-exclusive right to use, reproduce, modify, adapt, publish, translate and distribute such Content, in whole or in part, in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such Content. Additionally, User hereby expressly grants Creative Wonders the right to edit, copy, publish and distribute any Content made available on CEA by User. User also grants other CEA users the right to access, view, store or reproduce the Content for that userÆs personal use.
4.02 Moral Rights. For purposes of this subsection, "Moral Rights" means any rights of paternity or integrity, any right to claim authorship of the Content, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any Content, whether or not such would be prejudicial to User's honor or reputation, and any similar rights existing under judicial or statutory law of any country in the world, or under any treaty, regardless whether or not such right is denominated or generally referred to as a "moral" right. User hereby irrevocably transfers and assigns to the Publisher any and all Moral Rights that User may have in such Content. User also hereby for-ever waives and agrees never to assert any Moral Rights it may have in such Content.
4.03 Survival. The assignment set forth in this Section 4 will survive any expiration or termination of this Agreement.
5. Disclaimer of Warranties. USER EXPRESSLY AGREES THAT USE OF CEA IS AT THEIR OWN RISK. CREATIVE WONDERS SHALL NOT BE RESPONSIBLE TO USER FOR ANY CONTENT FOUND ON CEA. CREATIVE WONDERS EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. CREATIVE WONDERS MAKES NO WARRANTY THAT CEA WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES CREATIVE WONDERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF CEA OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH CEA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM CEA SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
6. Limitation of Liability. TO THE FULL EXTENT PERMISSIBLE UNDER CALIFORNIA LAW, CREATIVE WONDERS SHALL NOT BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE USE OF THIS WEB SITE OR WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CREATIVE WONDERS IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
7. Termination. Subject to Section 4.03, either party may terminate UserÆs Account at any time in their sole discretion through email notice. Termination will become effective upon receipt of email notice by the non-terminating party. Any email notices sent to Creative Wonders should be addressed to: CWexchange@cwonders.com.
8. Governing Law; Forum. This Agreement will be deemed entered into in San Mateo County, California and will be governed by and interpreted in accordance with the substantive laws of the State of California without regard for its conflicts of laws. The parties agree that any dis-pute arising under this Agreement will be resolved in the state or federal courts within the Northern District of California and User expressly consents to jurisdiction therein.
9. Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, such provi-sion will be enforced to the extent permissible and the remaining provisions of this Agreement will not be affected.
10. Complete Agreement. This Agreement includes any additional provisions provided to User by Creative Wonders. Together, these documents constitute the entire agreement between the parties and supersede all prior negotiations, understandings, correspon-dence and agreements with respect to the same subject matter between the parties.
