| By using any Cutting Edge Creations 3D Animations (the "Service"), you ("Company or Representative") accept and agree to be bound by the following terms and conditions (the "Terms of Use").
1. SERVICE.
1.1 Description of Service. The code to show 3D animation consists of HTML code that allows ("Company") to display 3D animations on ("Company") website, that are hosted on the Cutting Edge Creations server, subject to the limitations and conditions described below.
1.2 Imagery. The HTML code accessible to you through the Service allows ("Company") to display computer generated or photographic imagery. ("Company") use of 3D animations is limited to displaying it to end users within the Service itself, and in the same manner, form, format, and appearance as it is provided by the Service. ("Company") may not, nor may ("Company") allow others to, copy, distribute, display, alter, or otherwise use, these 3D animations except as it is provided to ("Company") through the Service. Cutting Edge Creations reserves the sole right and discretion to determine whether your display of these animations through the Service is in conformance with this Section, and also reserves the right to terminate or suspend ("Company") access to 3D animations at any time for any reason, without notice to ("Company")
1.3 Limitation of Users. ("Company") may only use the Service to display images of products that ("Company") have purchased from Cutting Edge Creations, and currently own.
2. PROPRIETARY RIGHTS.
2.1 Cutting Edge Creations Rights. For purposes of the Terms of Use, "Intellectual Property Rights" shall mean any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. As between ("Company") and Cutting Edge Creations, ("Company") acknowledge that Cutting Edge Creations owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Service and that ("Company") shall not acquire any right, title, or interest in or to the Service, except as expressly set forth in the Terms of Use.
2.3 Digital Millennium Copyright Act. It is Cutting Edge Creations's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act.
3. INDEMNITY. ("Company") agree to hold harmless and indemnify Cutting Edge Creations, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to ("Company") use of the Service, violation of these Terms of Use or any other actions connected with use of Cutting Edge Creations services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Cutting Edge Creations will provide ("Company") with written notice of such claim, suit or action.
4. DISCLAIMER OF WARRANTIES. ("Company") EXPRESSLY UNDERSTAND AND AGREES THAT:
CUTTING EDGE CREATIONS MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET ("Company") REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET ("Company") EXPECTATIONS, AND (iv) ANY ERRORS IN THE 3D IMAGES WILL BE CORRECTED.
5. LIMITATION OF LIABILITY. ("Company") EXPRESSLY UNDERSTAND AND AGREES THAT CUTTING EDGE CREATIONS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CUTTING EDGE CREATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
7. TERM AND TERMINATION. 7.1 Term. The term of the Terms of Use shall commence on the date upon which ("Company") agrees to the Terms of Use and shall continue in force thereafter, unless terminated as provided herein.
<[bB][rR]> 7.2 Termination. Cutting Edge Creations may change, suspend or discontinue all or any aspect of the Service, including their availability, at any time, and may suspend or terminate ("Company") use of the Service at any time. This includes, without limitation, the right to set, at Cutting Edge Creations's own discretion and at any time, a maximum number of 3D images you may access through the service without Cutting Edge Creations's prior written consent.
In addition, either party may terminate the Terms of Use at any time, for any reason, or for no reason including, but not limited to, if ("Company") engage in any action that reflects poorly on Cutting Edge Creations or otherwise disparages or devalues the Cutting Edge Creations Brand Features or Cutting Edge Creations's reputation or goodwill. If ("Company") desires to terminate the Terms of Use, ("Company") must remove the Service from ("Company") site immediately after notice has been given to Cutting Edge Creations, that you wish to discontinue the use of the 3D images. 7.3 Rejection of Application. Cutting Edge Creations shall have the right, in its sole discretion, to reject the use the Service at any time and for any reason, and such rejection shall render null and void the Terms of Use between ("Company") and Cutting Edge Creations. Cutting Edge Creations shall not be liable to ("Company") for damages of any sort resulting from its decision to reject such a request. 7.4 Effect of Termination. Upon the termination of the Terms of Use for any reason (i) all license rights granted herein shall terminate and (ii) ("Company") shall immediately delete any and all links and/or code to images and 3D animations provided by Cutting Edge Creations. 7.5 Survival. In the event of any termination or expiration of the Terms of Use for any reason, Sections 2.1, 3, 4, 5, 6, 7.4, 7.5, 7.6, and 8 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating the Terms of Use in accordance with its terms. 7.6 Remedies. ("Company") acknowledges that ("Company") breach of service/license restrictions contained herein may cause irreparable harm to Cutting Edge Creations, the extent of which would be difficult to ascertain. Accordingly, ("Company") agree that, in addition to any other remedies to which Cutting Edge Creations may be legally entitled, Cutting Edge Creations shall have the right to seek immediate injunctive relief in the event of a breach of such sections by ("Company") or any of ("Company") officers, employees, consultants or other agents. 7.7 Third Party Beneficiaries. Nothing in the Terms of Use should be construed to confer any rights to third party beneficiaries.
8. GENERAL INFORMATION. Entire Agreement. The Terms of Service constitute the entire agreement between ("Company") and Cutting Edge Creations and govern your use of the Service, superceding any prior agreements between ("Company") and Cutting Edge Creations. ("Company") also may be subject to additional terms and conditions that may apply when ("Company") use or purchase certain other Cutting Edge Creations services, affiliate services, third-party content or third-party software.
Choice of Law and Forum. The Terms of Service and the relationship between ("Company") and Cutting Edge Creations shall be governed by the laws of the State of Minnesota without regard to its conflict of law provisions. ("Company") and Cutting Edge Creations agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Dakota, Minnesota.
Waiver and Severability of Terms. The failure of Cutting Edge Creations to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
Statute of Limitations. ("Company") agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Cutting Edge Creations services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section headings in the Terms of Service are for convenience only and have no legal or contractual effect.
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