User Terms of Service for “Walk On®”
WalkOnSite.com is owned and operated by Killerspots.com, Inc. All use of WalkOnSite.com web pages is subject to the terms and conditions set forth below. Any use of such Web pages constitutes the user’s agreement to abide by the following terms and conditions. “Walk On®” is a licensed and registered trademark with the United States trademark and patent office. You may not use the word or phrase “Walk On®” without expressed written consent from the corporate offices of Killerspots.com, Inc.
All information provided by WalkOnSite.com and its affiliates is owned by or licensed to Killerspots.com, Inc. d/b/a “Walk On®” and its affiliates. WalkOnSite.com and its licensors retain all proprietary rights. WalkOnSite.com has the right to use all material entered into these Web pages (other than third-party material transmitted through private electronic mail) in any of WalkOnSite.com publications. WalkOnSite.com/ “Walk On®” Information may not be reproduced, transmitted or distributed without Killerspots.com, Inc. written permission.
WalkOnSite.com or its affiliates makes no guarantees or warranties as to the accuracy or completeness of or results to be obtained from accessing and using the “Walk On®” platform. Neither WalkOnSite.com nor its affiliates shall be liable to any user or anyone else for any inaccuracy, error or omission, regardless of cause, in Killerspots.com, Inc. d/b/a WalkOnSite.com or for any damages resulting there from.
Users entering materials on any of these Web pages are responsible for the content of that material. Killerspots.com, Inc. d/b/a “Walk On®” and its affiliates has no responsibility for the content of any messages or information posted by users, or for the content of information of third parties on the Internet, even if accessed through WalkOnSite.com pages. However, WalkOnSite.com retains the right, which it may or may not exercise, in its sole discretion, to review third party material and to edit or delete from the service any third party material which Killerspots.com, Inc. d/b/a “Walk On®” and/ or its affiliates deems to be illegal, offensive or otherwise inappropriate.
Users may through hypertext or other computer “links” gain access to other sites on the Internet which are not part of WalkOnSite.com Web pages. Killerspots.com, Inc. d/b/a “Walk On®” and its affiliates assume no responsibility for any material outside of the WalkOnSite.com pages which may be accessed through any such “link.”
The user agrees to indemnify Killerspots.com, Inc. d/b/a “Walk On®” and its affiliates from any damages, losses, costs or expenses which WalkOnSite.com, its clients, affiliates, their respective employees and authorized representatives may incur as a result of material entered into these Web pages by the user.
In addition, user may not: use these Web pages for any purpose that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; use or attempt to use any “deep-link,” “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code” or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of these Web pages, any data or content found on or accessed through these Web pages, or any other WalkOnSite.com Information without the prior express written consent of WalkOnSite.com; obtain or attempt to obtain through any means any materials or information on these Web pages that have not been intentionally made publicly available either by their public display on these Web pages or through their accessibility by a visible link on these Web pages; violate any measure employed to limit or prevent access to these Web pages or their content; violate the security of these Web pages or attempt to gain unauthorized access to these Web Pages, data, materials, information, computer systems or networks connected to any server of these Web Pages, through hacking, password mining or any other means; interfere or attempt to interfere with the proper working of these Web pages or any activities conducted on or through these Web pages, including accessing any data, content or other information prior to the time that it is intended to be available to the public on these Web pages; take or attempt any action that, in the sole discretion of WalkOnSite.com, imposes or may impose an unreasonable or disproportionately large load or burden on these Web pages or the infrastructure of these Web pages.
This End-User License Agreement (“EULA”) is a legal agreement between YOU and Killerspots.com, Inc. d/b/a “Walk On®”/ WalkOnSite.com. After reading this EULA and/or clicking on the “AGREE” checkbox on the Order Page YOU will indicate YOUR acceptance of these terms and conditions, at which point this EULA will become a legally binding agreement between YOU and “WALK ON®”, . YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE PRODUCT.
YOU: means an individual or a legal entity exercising rights under, and complying with all of the terms of, this EULA or a future version of this EULA. For legal entities, “YOU” includes any entity which controls, is controlled by, or is under common control with YOU. For purposes of this definition, “control” means the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise.
WEB SERVER: A computer connected to the Internet that stores and distributes WEB PAGES upon request.
WEB SITE: A collection of WEB PAGES or files on the World Wide Web that are linked together under a common address (URL or IP Address) and maintained by a company, organization, or individual.
URL: Uniform Resource Locator. This is the equivalent of YOUR home address on the internet. An example is http://www.killerspots.com
IP Address: Internet Protocol Address. This is a unique string of numbers that identifies a computer or server on the Internet. These numbers are normally shown in groups separated by periods. Example: 192.168.0.0.
WEB PAGE: Any computer file, document, or grouping of electronic text which can be addressed by a hypertext link and rendered for a user on his/her computer monitor. This includes any grouping of electronic text, graphical material, or data generated by a software application and displayed through the use of a Web browser.
PRODUCT: set of computer files protected by the copyright laws of the United States and all applicable international copyright treaties of:
(a) Compressed and uncompressed video recording with sound;
(b) Media format based on YOUR selection within the “WALK ON®”, ORDER PAGE;
(c) Media Player based on Macromedia® technology;
(d) Video Compressed Files based on Macromedia® technology; and
Copyright and Trademark Information
COPYRIGHT NOTICE: Copyright © 2013 Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com.
TRADEMARKS: Trademarks referenced herein are either registered trademarks or trademarks of Killerspots.com, Inc. and “Walk On” in the U.S. and/or other countries.
The names of actual companies and PRODUCT mentioned herein and/or third-party trademarks, trade names and logos contained herein may be the trademarks of their respective owners.
The example companies, organizations, PRODUCT, domain names, email addresses, logos, people and events depicted herein are fictitious.
No association with any real company, organization, PRODUCT, domain name, e-mail address, logo, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
Article 1. GRANT OF LICENSE
1. Subject to YOUR agreement to, and compliance with, the terms and conditions set forth in this EULA, “WALK ON®”, grants YOU a personal, temporary, non-exclusive, and non-transferable license to:
(a) install one (1) copy of the PRODUCT onto the hard drive of one (1) WEB SERVER, solely in machine-executable form; and
(b) use the PRODUCT with one (1) WEB SITE ; and
(c) use the PRODUCT with one (1) WEB PAGE;
in each instance, solely for advertisement purposes and not for any other purpose (including, without limitation, any act of electronic or physical distribution, performance or broadcast) and in accordance with the terms and conditions set forth in this EULA.
Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com has the capability of monitoring each installation of the PRODUCT and each WEB SITE and WEB PAGE on which it is used. YOU hereby authorize and permit such monitoring and acknowledge that in the event that YOUR installation and/or use of the PRODUCT is in excess of the installation or use permitted above, WalkOnSite.com shall be permitted to, at the option of WalkOnSite.com, deactivate the PRODUCT to the extent of such prohibited use, or automatically charge YOU for any use in excess of the permitted use described above at “WALK ON®”, s then current fees. Such additional charges shall be deemed to automatically be approved by YOU and YOU shall responsible for all such additional charges, which charges may automatically be billed to YOUR credit card.
YOU agree that this EULA does not provide YOU any right to grant sub-licenses, transfers, copies, duplications of this PRODUCT.
2. The PRODUCT transferred electronically to YOU or contained on CD/DVD is sometimes referred to herein, collectively, as the “LICENSED MATERIALS”.
3. PLEASE NOTE: YOUR use of the PRODUCT and the other LICENSED MATERIALS may be subject to additional restrictions, under applicable copyright and other laws that are not enforced or prescribed by any technology transferred to YOU electronically or contained on CD/DVD. The absence of any such technology designed to enforce these additional restrictions should in no way be viewed or interpreted as a waiver, on the part of Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com or any other person or entity owning any rights in any of the LICENSED MATERIALS, of their respective rights to enforce any such additional restrictions regarding YOUR use of the LICENSED MATERIALS. YOUR use of the PRODUCT and the other LICENSED MATERIALS shall, at all times, remain subject to any and all applicable laws governing the use of such materials, including, without limitation, any restrictions on YOUR use prescribed therein.
4. All of YOUR rights to use the PRODUCT, as described herein, shall be subject to YOUR continued ownership of all rights in and to the electronically transferred content and/or physical CD/DVD on which such PRODUCT is embodied; should YOU transfer YOUR ownership rights in the electronically transferred content and/or physical CD/DVD on which such LICENSED MATERIALS is embodied (in whole or in part) to any other person, party, or company (whether by sale, gift or otherwise), YOUR rights in both the electronically transferred content and/or physical CD/DVD and such PRODUCT shall terminate.
Article 2. RESTRICTIONS ON USE OF LICENSED MATERIALS
1. Except to the extent otherwise expressly permitted hereunder or otherwise by the owner of the relevant rights in or to the LICENSED MATERIALS concerned, and without limitation, the following restrictions shall apply to YOUR use of the LICENSED MATERIALS:
(a) YOU may not copy or reproduce any portion of the LICENSED MATERIALS;
(b) YOU may not distribute, share through any information network, transfer, convey, sell, and lease or rent any of the LICENSED MATERIALS to any other person or company, in whole or in part;
(c) YOU may not change, alter, amend, modify or create derivative works, enhancements, extensions or add-ons to any of the LICENSED MATERIALS;
(d) YOU may not decompile, reverse engineer or disassemble any of the LICENSED MATERIALS, in whole or in part;
(e) YOU may not divide the PRODUCT or use any of the components of the PRODUCT individually or in combination with anything comprising less than the entire PRODUCT;
(f) YOU may not export the LICENSED MATERIALS outside of the country where YOU reside. (This clause 1(f) of Article 2 shall not be applicable within the European Economic Area (EEA).);
(g) YOU may not utilize the LICENSED MATERIALS separately;
(h) YOU may not remove the “WALK ON®”, logo or any identifying materials contained on the PRODUCT or in the LICENSED MATERIALS;
(i) YOU will at all times comply with, and will not circumvent or attempt to circumvent, any of the restrictions on use set forth in this Article 2 or elsewhere in this EULA.
2. In the event that the owner of the LICENSED MATERIALS is a party other than “WALK ON®”, (each, a “LICENSOR”), YOU agree that such LICENSOR shall be a third party beneficiary under this EULA and, as such, shall have the right to enforce the terms and conditions of this EULA that pertain directly to such LICENSOR’S rights in and to the LICENSED MATERIALS concerned as if such LICENSOR was a party to this EULA. The rights granted to a LICENSOR under this Article shall not be revoked.
Article 3. UPGRADES
If YOU receive copy of the PRODUCT as an upgrade from an earlier version of the PRODUCT, it is provided to YOU on a license exchange basis. YOU agree by YOUR installation and use of such copy of the PRODUCT to voluntarily terminate YOUR earlier EULA and that YOU will not continue to use the earlier version of the PRODUCT or transfer it to another person or entity.
Article 4. HOW WE MAY MODIFY THIS EULA
Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com, reserves the right, at any time and from time to time, to update, revise, amend, supplement, and otherwise modify this EULA and to impose new or additional rules, policies, terms, or conditions on YOUR use of the PRODUCT. YOU must review this EULA on regular basis. YOU can find the most recent version of the contract at https://www.killerspots.com/eula-walkonsite. The changed EULA becomes effective as soon as its amended or modified version is available at https://www.killerspots.com/eula-walkonsite. If YOU do not agree to the changes in the amended and/or modified EULA, then YOU must stop using the electronically transferred content and/or physical CD/DVD. If YOU do not stop using the electronically transferred content and/or physical CD/DVD, then YOUR use of the electronically transferred content and/or physical CD/DVD will continue under the amended and/or modified contract.
YOU agree to pay all fees and charges specified for the PRODUCT and the LICENSED MATERIALS. All fees are exclusive of applicable taxes (e.g. sales, use, or value-added tax), unless otherwise stated, and YOU are solely responsible for the payment of any such taxes that may be imposed on YOUR use of the PRODUCT and the LICENSED MATERIALS. “WALK ON®”, may at any time change the price of the PRODUCT and the LICENSED MATERIALS or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented will apply after the effective date of the change. YOUR continued use of the PRODUCT and the LICENSED MATERIALS after the effective date of any such change shall constitute YOUR acceptance of such change. If YOU do not agree to such price changes, then YOU must cancel YOUR account and stop using the PRODUCT and the LICENSED MATERIALS and stop using the electronically transferred content and/or physical CD/DVD. If YOU do not cancel YOUR account and stop using the PRODUCT and the LICENSED MATERIALS and stop using the electronically transferred content and/or physical CD/DVD, then YOUR use of the electronically transferred content and/or physical CD/DVD will continue under the amended and/or modified contract.
Article 5. PAYMENT METHOD
“WALK ON®” will charge the fees and any other applicable additional fees to the charge or credit card account provided by YOU. By providing credit card information, YOU are authorizing Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com to automatically continue charging that card (or any replacement card if the original card is renewed, lost, stolen, or changed for any reason by the card issuer, and the issuer informs “WALK ON®” of the new replacement card account) for all fees or charges associated with YOUR subscription including any renewal fees as described below. YOU authorize the card issuer to pay any amounts described herein and authorize “WALK ON®”, , or any other company that acts as a billing agent Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com, to continue to attempt to charge all sums described herein to YOUR credit card account until such amounts are paid in full. YOU agree to provide “WALK ON®” updated information on YOUR credit card upon Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com’s request and any time the information earlier provided is no longer valid. If payment is not received by Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com’s from YOUR credit card issuer or its agents, YOU agree to pay all amounts due upon demand by Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com.
Article 5b. Fees and Payment; Fee Schedule; Free Trial
Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com is a monthly recurring subscription service. There are no contracts or commitments with your services.
Fees for “Walk On®”, services: Once you have completed your 14-Day free trial period for the “Walk On®” Product, you will be subject to monthly subscription fees based on the level of subscription you choose. Basic: $29 a month. Pro: $69 a month. Business: $99 a month. Enterprise: $150 a month. Developer: $199 a month. You may upgrade or downgrade your account at any time of the month. You will be required to submit payment monthly in advance for the “Walk On®” Product (unless you have already provided payment or means of payment, such as credit card information) and may purchase, in advance, a monthly subscription for the “Walk On®” Product.
If you decide to stop services with one of our “Walk On®” packages, your “Walk On®” account will discontinue service at the end of that current billing cycle and all “Walk On®” videos will be deleted.
Access to the “Walk On®” Dashboard may be disabled until payment is received. Fees will be billed monthly or your pre-paid account will be debited monthly for the “Walk On®” Product, even if you are not actively using the “Walk On®” Product.
Article 5c. Fees for Related Offerings and Professional Services.
If selected by you, you will also be billed for related offerings and services, including, without limitation, a one-time set-up and coding fee (depending on your opt-in subscription level), actor fee(s), production and graphics fee (s) and premium web hosting, in accordance with your subscription level. In addition, you may also purchase add-ons including white-labeled “Walk On®” players for business branding and additional graphics.
Article 5d. Payment; Taxes.
Payment for the Products will be made by a valid credit card accepted by us. Checks will be accepted for prepayments of at least six months. Fees are payable in U.S. dollars only. If the monthly payment option is selected or if you have previously provided us with your credit card for payment, you hereby authorize us to charge your credit card for such amounts on a regular monthly basis beginning at the end of your free 14-day trial period and continuing until such time as your “Walk On®” account is terminated via a phone call to 1-800-639-9728 or under “MY ACCOUNT” in your Dashboard. If we are for any reason unable to effect automatic payment by credit card, we will attempt to notify you by email and your “Walk On®” account may be disabled until payment is received. We are required to collect and remit sales tax from our customers located in certain state and local jurisdictions, including those jurisdictions where software delivered as a service is taxable and where we maintain a physical presence. We determine your local taxing jurisdiction based on the billing address that you list in the “My Account” section of your “Walk On®” Dashboard account. You agree to be responsible for and to pay any sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this Agreement, use or possession of this website or the Products, excluding taxes based on net income payable by us.
Article 6. REFUND POLICY
Due to the nature of WalkOnSite.com’s PRODUCT and SERVICES; you have two business days (2) to cancel your order and a full refund will go back onto your method of payment. Once we start recording a customized script with an actor that you have chosen and approved, there will be no refunds issued. However, you many cancel Walk On monthly services at any time. There are no refunds of any kind on initial set-up, filming, coding or processing.
Article 7. MISCELLANEOUS
If YOU acquired this PRODUCT in the United States, this EULA is governed by the laws of the State of Ohio. If this PRODUCT was acquired outside the United States, then local laws may apply.
(a) RESERVATION OF RIGHTS AND OWNERSHIP. The PRODUCT is licensed as a single PRODUCT. Its component parts may not be separated, or divided for use by more than one user. WalkOnSite.com reserves all rights not expressly granted to YOU in this EULA. The PRODUCT is licensed, not sold to YOU. The PRODUCT is protected by copyright and other intellectual property laws and treaties. WalkOnSite.com owns a license or the title, copyright, and other intellectual property rights in the PRODUCT.
(b) LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. YOU may not reverse engineer, decompile, or disassemble the PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(c) NO RENTAL/COMMERCIAL HOSTING. YOU may not rent, lease, lend or provide commercial hosting services with the PRODUCT.
(d) NO SOFTWARE PRODUCT TRANSFER. YOU may not assign or otherwise transfer, sell, convey, donate, or will the PRODUCT or any of YOUR rights hereunder to any third party.
(e) RESTRICTIONS ON ALTERATION. YOU may not rename, edit or create any derivative works from the PRODUCT.
COPYRIGHT. All title and copyrights in and to the PRODUCT (including but not limited to any images, text, video incorporated into the PRODUCT), the accompanying electronic materials, and any copies of the PRODUCT are owned by “WALK ON®”, , or its suppliers. The PRODUCT is protected by copyright laws and international treaty provisions. Therefore, YOU must treat the PRODUCT like any other copyrighted material.
TERMINATION. Without prejudice to any other rights, Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com may terminate this EULA if YOU fail to comply with the terms and conditions of this EULA. In such event, YOU must destroy all copies of the PRODUCT and all of its component parts.
Article 8. INTELLECTUAL PROPERTY RIGHTS:
YOU will not use the PRODUCT to violate anyone’s copyright, trademark, intellectual property rights, or privacy rights.
By submitting the text material(s) to be used in connection with the PRODUCT and/or the LICENSED MATERIALS, YOU are representing the following;
a) that the text material(s) are not copyrighted or plagiarized, and thereby can be used without any liability or claim(s) for copyright infringement or plagiarism, and YOU herby relinquish all right(s) to the text material(s) to “WALK ON®”, and hereby transfer and assign all rights in the text material(s) to “WALK ON®”, ; or
b) if the text materials are copyrighted, that YOU are a true and correct owner of the copyrighted text material(s), and thereby YOU grant to “WALK ON®”, , the nonexclusive right(s) to create a derivative PRODUCT based on the text material(s). Any such Derivative PRODUCT shall be owned by “WALK ON®”, and you hereby transfer and assign all rights in the Derivative PRODUCT and its components to “WALK ON®”, . Further, YOU grant Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display the text material(s).
All title to, and intellectual property rights in, the LICENSED MATERIALS and any related documents are and shall remain owned and/or controlled solely and exclusively by WalkOnSite.com, and/or its LICENSORS. “WALK ON®”, , and/or all respective LICENSORS reserve all rights in the LICENSED MATERIALS not specifically granted to YOU under this EULA.
Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com, are dully registered and owned by Killerspots.com, Inc., its owners, partners, associates, suppliers, and subsidiaries.
Article 9. EXCLUSION OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE INSTALLING AND USING THE LICENSED MATERIALS AT YOUR OWN SOLE RISK. THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY, TERM OR CONDITION OF ANY KIND, AND WalkOnSite.com, ITS LICENSORS AND EACH OF THEIR LICENSEES, AFFILIATES AND AUTHORIZED REPRESENTATIVES (EACH, A ” WalkOnSite.com PARTY”) EXPRESSLY DISCLAIM ALL WARRANTIES, TERMS OR CONDITIONS. EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A GENERAL OR PARTICULAR PURPOSE. NO ORAL, WRITTEN OR ELECTRONIC INFORMATION OR ADVICE GIVEN BY ANY “WALK ON®”, PARTY SHALL CREATE ANY WARRANTY, TERM OR CONDITION WITH RESPECT TO THE LICENSED MATERIALS OR OTHERWISE. “WALK ON®”, DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE PRODUCT AND THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT AND THE LICENSED MATERIALS AND/OR ITS OR THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE PRODUCT AND THE LICENSED MATERIALS, IF ANY, WILL BE CORRECTED. SHOULD THE LICENSED MATERIALS PROVE TO BE DEFECTIVE, YOU (AND NOT Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com) AGREE TO ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIRS OR CORRECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, TERMS OR CONDITIONS IN CERTAIN INSTANCES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS ARTICLE WILL APPLY ONLY WHEN AND TO THE EXTENT THAT THE APPLICABLE LAW SPECIFICALLY MANDATES LIABILITY, DESPITE THE FOREGOING DISCLAIMER, EXCLUSION AND LIMITATION.
Article 10. LIMITATION OF LIABILITY
IN NO EVENT SHALL Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com, OR ITS SUPPLIERS, ASSOCIATES, OR SUBSIDIARIES SHALL BE LIABLE FOR ANY LOSS OR DAMAGE(S), PERFORMANCE, OR NONE PERFORMANCE, EITHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, ARISING OUT OF THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, TERM OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY MISREPRESENTATION, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR ANY OTHER LEGAL THEORY ARISING OUT OF, OR RELATED TO, THIS EULA OR YOUR USE OF ANY OF THE LICENSED MATERIALS (SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, DOWN TIME AND USER’S TIME), EVEN IF THE “WALK ON®”, , PARTY CONCERNED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN INSTANCES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS ARTICLE WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY DESPITE THE FOREGOING DISCLAIMER, EXCLUSION AND LIMITATION.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event shall Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com, or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this PRODUCT, even if “WALK ON®”, has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to YOU.
Notwithstanding any damages that YOU might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of WalkOnSite.com and any of its suppliers under any provision of this EULA and YOUR exclusive remedy hereunder shall be limited to the lesser of the actual damages YOU incur in reasonable reliance on the PRODUCT or LICENSED MATERIALS or fifty percent (50%) of the amount actually paid by YOU for the PRODUCT for the six (6) months immediately prior to the claim for damages. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Article 11. DAMAGES ARISING OUT OF YOUR ACTIONS YOU shall defend, indemnify and hold the “WALK ON®”, , its PARTIES, ASSOCIATES, SUPPLIERS, AND SUBSIDIARIES harmless from and against any and all liabilities, damages, costs, expenses or losses arising out of or in connection with YOUR use or nonuse of the LICENSED MATERIALS, YOUR acts, any material or information provided by YOU, YOUR violation of any applicable laws or regulations or of any rights of another, and/or YOUR breach of any provision of this EULA.
Article 12. EXPIRATION AND TERMINATION
(a) The rights granted to YOU hereunder to use the PRODUCT are conditioned upon YOUR continued possession of, and YOUR continued right under a license from Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com, to use, the electronically transferred content and/or physical CD/DVD that YOU purchased. In the event that YOU no longer possess or have the right under such license to use the electronically transferred content and/or physical CD/DVD, YOUR rights hereunder to use the PRODUCT shall expire immediately, without notice from Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com.
(b) Without prejudice to any other rights WalkOnSite.com, or any WalkOnSite.com, PARTY may have hereunder, the term of this EULA shall terminate immediately, without notice from WalkOnSite.com, and all rights YOU may have hereunder to use the LICENSED MATERIALS shall be immediately revoked, in the event that YOU: (I) fail to comply with any provision of this EULA, (II) fail to make any payment due to WalkOnSite.com, (III) fail to install an update of the electronically transferred content and/or physical CD/DVD that was previously provided to YOU by WalkOnSite.com within the time specified, or (IV) file a voluntary petition or are subject to an involuntary petition under applicable bankruptcy laws, are declared insolvent, make an assignment for the benefit of creditors, or are served with a writ of attachment , writ of execution, garnishment or other legal process pertaining to any of YOUR assets or property.
(c) Upon the expiration or termination of this EULA, YOU shall immediately remove all of the LICENSED MATERIALS from computer (WEB SERVER) system and delete or destroy them, along with any related documentation (and any copies thereof) that YOU may have received or otherwise may possess.
(d) Articles 7 (Intellectual Property Rights), 8 (Exclusion of Warranties), 9 (Limitation of Liability), 10 (Damages Arising Out Of YOUR Actions), 11 (Expiration and Termination), 12 (Governing Law and Waiver of Trial By Jury), and 13 (General) shall survive and remain in full force and effect following the expiration or termination of this EULA.
(e) To the extent relevant under applicable law, YOU and WalkOnSite.com each agree, for the effectiveness of the termination clauses under this EULA, to waive any provisions, procedures and operation of any applicable law that might otherwise require judicial approval or a court order in order to effect the termination of this EULA.
Article 13. GOVERNING LAW AND WAIVER OF TRIAL BY JURY
(a) THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS EULA SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO.
(b) YOU HEREBY WAIVE ALL RIGHTS AND/OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS EULA OR THE PRODUCT.
(c) YOU HEREBY AGREE ON BEHALF OF YOURSELF AND ANY PERSON CLAIMING BY OR THROUGH YOU THAT THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE FOR ANY LITIGATION ARISING FROM OR RELATING TO THIS EULA OR THE SUBJECT MATTER HEREOF SHALL BE AN APPROPRIATE FEDERAL OR STATE COURT LOCATED IN THE STATE OF OHIO.
Article 14. GENERAL
If any provision of this EULA is subsequently held to be invalid or unenforceable by any court or other authority, such invalidity or unenforceability shall in no way affect the validity or enforceability of any other provision of this EULA. This EULA shall be binding upon the parties’ authorized successors and assignees. Neither party’s waiver of any breach or failure to enforce any of the provision of this EULA at any time shall in any way affect, limit or waive such party’s right thereafter to enforce and compel strict compliance with every other provision. No modification of this EULA shall be effective unless it is set forth in a writing signed or authorized by Killerspots.com, Inc. d/b/a “Walk On®”, WalkOnSite.com.
The headings of the sections of this EULA are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this EULA.
No action, regardless of form, arising out of or relating to this EULA or the subject matter hereof may be brought by Licensee more than three (3) months after the cause of action has initially arisen.
Article 15. DELIVERABLES
Choose your subscription and pick your actor. Once that has been completed, we will help you construct a script/ copy for your actor(s) to read on-camera. Once the actor and special coding has been completed within 48 hours, we will send you a link via email for your approvals. When your “Walk On®” is approved via email, your code will be available at any time in your account Dashboard.
You may elect to produce your own video to shoot. If so, just upload it in your Dashboard so we may produce and code it correctly for our “Walk On®” platform. This process takes no more than 24 hours.
You may also choose for a “Walk On®” Graphic, customized for your businesses website. Once we have the information from the client, our designers will upload the final product to your Dashboard for approvals. When your “Walk On®” graphic is approved via email, your code will be available at any time in your account Dashboard. “Walk On®” graphics are available within 24 hours.
For more information or questions, Please contact the law offices of:
Donovan & McCafferty, llc.
910 Race Street
Cincinnati, Ohio 45202
Office: (513) 651-5900
Fax: (513) 651-4937