Terms and Conditions

Last Updated: December 24, 2014

Please read carefully the following provisions of this Terms of Service (“TOS”). This is a legal agreement between you, the user, and LEVEL-5 INTERNATIONAL AMERICA, Inc. (“LEVEL-5”) regarding the use of the LEVEL-5 website at http://level5ia.com (the “Website”). By using any of the features on the Website (the “Services”), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS) AND BY LEVEL-5’S PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE AND CAN BE FOUND AT http://level5ia.com/privacy-policy/. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, YOU MAY NOT USE THE WEBSITE OR SERVICES AND MUST IMMEDIATELY TERMINATE YOUR USE OF THE WEBSITE AND ALL SERVICES.

1. Ownership.

The Website is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.  The Website includes trade secrets and information that is confidential and proprietary to LEVEL-5 and you agree to take all necessary actions to protect the confidentiality of such information.  All ownership rights in the Website and Services, including any related documentation and any new releases, modifications, and enhancements thereto belong solely to LEVEL-5 and its licensors, if any, including all intellectual property rights therein.  The Website is licensed, not sold.  Title does not pass to you.  There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, invention or other intellectual property right.  LEVEL-5 hereby expressly reserves all rights in the Website and all Services which are not expressly granted to you hereunder.

 

2. Grant of License.

Subject to your compliance with the terms and conditions set out in this TOS, LEVEL-5 grants you a personal, limited, non-commercial, non-exclusive, non-sublicensable, non-assignable, revocable license to download, install and use one (1) copy of the Website only on your personal computer for the sole purpose of personally using the LEVEL-5 Website and any other Websites that may be explicitly authorized by LEVEL-5 for use through use of the Website.

 

3. Restrictions.

You represent that you shall not:

(i) copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Website or any of the Services;

(ii) sublicense, sublease, lease, lend, assign, sell, license, distribute, rent, export, re-export or grant other rights in the Website or Service and any attempt by you to take such action shall be void;

(iii) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Website or any of the Services by any means whatsoever;

(iv) remove, obscure or alter any copyright and/or other proprietary notices contained on or in or otherwise connected to the Website or any of the Services;

(v) use the Website or any of the Services to create or proliferate a virus or to circumvent any copy protection or other digital rights management mechanism;

(vi) use the Website or any of the Services for any illegal or unauthorized purpose;

(vii) use the Website or any of the Services in any manner which could damage, disable, overburden or impair any of the Services;

(viii) transmit worms, viruses or any code of a destructive nature;

(ix) display, transmit or share any content consisting of text, sounds, audio, pictures, photos, video and/or any type of materials, information or communications (“Content”) deemed hateful, threatening, pornographic, obscene, abusive, racially or ethnically offensive, libelous or defamatory, or any Content that encourages conduct that would be considered a criminal offense or bring forth civil liability;

(x) attempt to hack, destabilize or adapt LEVEL-5’s website, the Website (or its source code) or any of the Services, or alter another website so as to falsely imply that it is affiliated with LEVEL-5, or

(xi) use or access any of the Services by any means other than through the interface provided by LEVEL-5.

 

4. Use of Your Device.

If your use of the Website or Services is dependent upon the use of bandwidth owned or controlled by a third party, you acknowledge and agree that your license to use the Website is subject to you obtaining consent from the relevant third party for such use and by using the Website you warrant that you have obtained such consent.  In addition, you warrant that you own the Device to which you are downloading the Website, or that you have the legal right to control the use of that Device.  You further agree to ensure that any other person whom you permit to use the Website or Services will do so in accordance with this TOS.  You must delete any Website from the Device if you sell the Device, or if you cease to have the legal right to control use of the Device.

 

5. Content.

Content transmitted by the use of the Website and Services is entirely the responsibility of the person from whom such Content originated.  You use the Website and Services at your own risk and understand that by using the Website or any of the Services, you may be exposed to Content that is offensive.  Although we do not actively moderate the discussions of our users, you are strongly encouraged to report content and/or other users that you feel are inappropriate.  LEVEL-5 does not endorse any Content and ¬expressly disclaims any and all liability in connection with any and all Content transmitted or displayed using the Website and/or Services.  You hereby release and discharge the LEVEL-5 Parties (as defined below in paragraph 18) from any and all claims and demands arising out of or relating to any Content.

 

6. Your Content.

You acknowledge and agree that you are solely responsible for any Content that you transmit or display through the Website or Services and that LEVEL-5 is not responsible to you or any third party in connection with any Content.  You further agree to pay for all royalties, fees, and any other monies owing any person by reason of any of your Content.  In addition, you represent and warrant that:  (a) you are the creator and owner of or have the necessary rights to transmit or display the Content; and (b) the Content you transmit or you display does not and will not:  (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right 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 other person.  VIOLATORS OF THESE THIRD-PARTY RIGHTS MAY BE SUBJECT TO CRIMINAL AND CIVIL LIABILITY.  LEVEL-5 RESERVES ALL RIGHTS AND REMEDIES AGAINST ANYONE WHO VIOLATES ANY OF THE PROVISIONS OF THIS TOS.

 

7. Third Parties.

The Website may be incorporated into other technology owned and controlled by third parties.  Any such third party software, Website or technology that is incorporated in the Website falls under the scope of this Agreement.

 

8. New Versions of the Website.

LEVEL-5, in its sole discretion, reserves the right to add additional features or functions, or to modify or provide programming fixes, updates and upgrades, to the Website or Services.  LEVEL-5 has no obligation to make available to you any additional features or functions or any modifications, updates, support, maintenance or subsequent versions of the Website or any of the Services.  You may have to agree to a renewed version of the TOS in the event you want to download, install or use any additional features or functions or any modifications, updates or new versions of the Website.  You acknowledge that LEVEL-5 may automatically issue any additional features or functions or modifications, updates or upgraded versions of the Website and, accordingly, may modify, update or upgrade the version of the Website that you are using or have installed on your Device. You hereby agree that your Device may automatically request and/or receive such modifications, upgrades or updates.

 

9. Eligibility.

The license to use the Website and Services is not valid in any jurisdiction where prohibited. The Website and Services are intended for users who are 13 years of age and older. Users that are under 13 years of age may register, use or access the Website or Services only after LEVEL-5 has received verifiable parental consent (in compliance with the Children’s Online Privacy Protection Act, “COPPA”). If LEVEL-5 determines that a user under 13 has registered, used or accessed the Website or Service without verifiable parental consent, LEVEL-5 will determine that user (and possibly any accompanying parent account) as unauthorized and unlicensed users, and in violation of this TOS.  LEVEL-5 may terminate your account, delete any content or information that you have posted on the Services, and/or prohibit you from using or accessing the Website or Services (or any portion, aspect or feature of the Services) for any reason or for no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 13 and have accessed the Website and Services without prior parental consent.  If you are 13 to 17 years of age you may use the Website and Services only if you either are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into and abide by the provisions set forth in this TOS.

 

10. Prevention of Unauthorized Use.

LEVEL-5 reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Website or Services, including, but not limited to, technological barriers and IP mapping.

 

11. Termination by LEVEL-5.

Without limiting any other remedies, LEVEL-5 may limit, suspend, discontinue or terminate this TOS and/or your use of all or any part of the Website and/or Services, with immediate effect, automatically, with or without notice and without recourse to the courts, for any reason or for no reason, including without limitation if LEVEL-5 believes that you are:

(i) in breach of any of the terms of this TOS;

(ii) creating problems or legal liabilities (actual or potential);

(iii) infringing a third party’s intellectual property rights; or,

(iv) engaging in fraudulent, immoral or illegal activities.

You agree that LEVEL-5 is under no obligation to provide the Services, and that no LEVEL-5 Party shall be liable to you or to any other party for any limitation, suspension, discontinuance, termination or modification of the Website and/or any of the Services.

 

12. Termination by You.

You may terminate your use of the Services at any time by discontinuing use of the Website and destroying all materials obtained from the LEVEL-5 Website and all related documentation and all copies and installations thereof, whether made under the TOS or otherwise.

 

13. Storage of Content.

You acknowledge and agree that LEVEL-5 shall have no responsibility for the loss, deletion, or destruction of any Content, including any stored Content and that no LEVEL-5 Party is under any obligation to preserve, provide access to or return to you any Content.

 

14. Third-Party Sites, Products and Services; Links.

The Services may include links or references to other websites or services solely as a convenience to our users (“Reference Sites”).  LEVEL-5 does not endorse any such Reference Sites.  ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK.  We encourage you to be aware of when you leave the Services, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.  In addition, your correspondence or business dealings with advertisers found on or through the Services are solely between you and such third-party.

 

15. Indemnification.

YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, LEVEL-5, ITS LICENSORS, ITS PARTNERS, AND ITS AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND SUPPLIERS (INCLUDING LEVEL-5, COLLECTIVELY THE “LEVEL-5 PARTIES”), FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LIABILITY, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF (A) YOUR VIOLATION OR BREACH OF ANY TERM OF THIS TOS OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) YOUR USE OR MISUSE OF THE WEBSITE AND/OR ANY OF THE SERVICES, OR (D) YOUR CONTENT OR OTHER COMMUNICATION DISPLAYED OR TRANSMITTED BY MEANS OF THE WEBSITE AND/OR ANY OF THE SERVICES, OR (E) ANY TAXES RELATED TO YOUR PURCHASE AND/OR USE OF ANY OF THE SERVICES (OTHER THAN TAXES BASED ON THE INCOME OF LEVEL-5).  LEVEL-5 reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify LEVEL-5, and you agree to cooperate with LEVEL-5’s defense of these claims.  You agree not to settle any matter without the prior written consent of LEVEL-5.

 

16. Assignment.

You are not allowed to assign this TOS or any rights or obligations hereunder.  LEVEL-5 is allowed at its sole discretion to assign this TOS and any rights hereunder to any third party, without giving of notice.

 

17. No Warranties to Users.

The Website and Services are provided to you “AS IS” and “AS AVAILABLE” with no warranties.  The LEVEL-5 Parties hereby disclaim all warranties, terms, or conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including, without limitation, warranties, terms or conditions of merchantability, fitness for a particular purpose, satisfactory quality, correspondence with description, title, non-infringement, and accuracy of information generated.  ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT THE LEVEL-5 PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE WEBSITE AND/OR ANY OF THE SERVICES.  YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE WEBSITE AND/OR ANY OF THE SERVICES IS TO IMMEDIATELY CEASE USE OF THE WEBSITE AND ALL SERVICES. You further acknowledge that the LEVEL-5 Parties have no obligation whatsoever to furnish any maintenance or support services with respect to the Website and/or Services.

 

18. HARM TO YOUR DEVICE.

YOU UNDERSTAND AND AGREE THAT YOU TRANSMIT, DISPLAY OR RECEIVE CONTENT THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR DEVICE AND COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM SUCH CONTENT.

 

19. NO WARRANTIES.

THE LEVEL-5 PARTIES DO NOT WARRANT THAT THE CONTENT DISPLAYED OR TRANSMITTED ON OR THROUGH ANY OF THE SERVICES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.  THE LEVEL-5 PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS FROM THE USE OF, THE WEBSITE OR SERVICES.

 

20. LIMITATION OF LIABILITY.

IN NO EVENT SHALL THE LEVEL-5 PARTIES BE LIABLE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, FOR ANY LOSSES, LIABILITIES, CLAIMS OR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, OR ANY OTHER DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE AND/OR ANY OF THE SERVICES, THIS TOS OR THE PERFORMANCE, SUSPENSION, TERMINATION OR BREACH HEREOF, EVEN IF LEVEL-5 OR ANY OTHER LEVEL-5 PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.  THE LEVEL-5 PARTIES SHALL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM THIS TOS OR USE OF THE WEBSITE OR ANY OF THE SERVICES.  The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.  As some jurisdictions do not allow some of the exclusions or limitations set forth above, some of these exclusions or limitations may not apply to you.  In such event the liability of the LEVEL-5 Parties will be limited to the maximum extent possible under applicable law.  THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN LEVEL-5 AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE SERVICES.

 

21. CLAIMS.

YOU AND LEVEL-5 AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY OF THE SERVICES OR WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.  OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

22. Feedback.

Any comments, suggestions, or feedback relating to the Website or any of the Services (“Feedback“) submitted to LEVEL-5 shall become the property of LEVEL-5.  LEVEL-5 will have exclusive ownership of all rights to the Feedback.  LEVEL-5 will be entitled to use the Feedback for any commercial or other purpose whatsoever, without any compensation to you or any other person.  LEVEL-5 will not be required to treat any Feedback as confidential.  You agree that you do not acquire any right in or to the Website or any of the Services (or any changes, modifications or corrections thereto) by virtue of any Feedback.  You acknowledge that you are responsible for whatever material is submitted by you, including its legality, reliability, appropriateness, originality, and copyright.

 

23. Export.

The Website and Services may only be operated, exported or re-exported in compliance with all applicable laws and export regulations of the United States and the country in which you obtained them.  The Website and Services are specifically subject to the U.S. Export Administration Regulations; diversion contrary to United States law is prohibited.  You may not export, directly or indirectly, the Website, Services or technical data licensed hereunder or the direct product thereof to any country, individual or entity for which the United States Government or any agency thereof, at the time of export, requires an export license or other government approval, without first obtaining such license or approval.

 

24. GENERAL.

24.1     Notices. LEVEL-5 may provide you with notices, including those regarding changes to terms and conditions, by email, or postings on the LEVEL-5 website.  Notice will be deemed given twenty-four (24) hours after email is sent, unless LEVEL-5 is notified that the email address is invalid.  Notice posted on the LEVEL-5 website is deemed given ten (10) days following the initial posting.  LEVEL-5 reserves the right to determine the form and means of providing notifications to our users.

24.2     Amendments. LEVEL-5 reserves the right to amend this TOS at any time by publishing the revised TOS on the LEVEL-5 website or by otherwise providing notice of such amendment pursuant to the notice provisions above.  The revised TOS shall become effective following the applicable notice period, unless you expressly accept the revised TOS earlier by clicking on the accept button.  Your express acceptance or continued use of the Website or Services after the applicable notice period shall constitute your acceptance to be bound by the terms and conditions of the revised TOS.  You can find the latest version of this TOS at http://level5ia.com/terms-and-conditions/.

24.3     Ability to Contract. You hereby affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this TOS, and to abide by and comply with the terms and conditions of this TOS.

24.4     Entire Agreement. This TOS represents the complete agreement concerning the matters covered and, except as set forth under Amendments above, may be amended only by a writing executed by both parties.  If any provision of this TOS is held to be unenforceable, such provision shall be modified only to the extent necessary to make it enforceable and shall not affect the enforceability or validity of the remaining provisions, which shall remain in full force and effect.

24.5     Waiver. The failure of LEVEL-5 to exercise or enforce any right or provision of this TOS will not constitute a waiver of such right or provision.  Any waiver of any provision of this TOS will be effective only if in writing and signed by LEVEL-5.

24.6     Headings. The heading referenced herein are for convenience purposes only, do not constitute a part of this TOS, and will not be deemed to limit or affect any of the provisions hereof.

24.7     Governing Law and Venue. This TOS is governed by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents, and by the laws of the United States.  You agree that the Services shall be deemed solely based in California and each a passive Service that does not give rise to personal jurisdiction over LEVEL-5, either specific or general, in jurisdictions other than the State of California.  You further agree that the state and federal courts located in Los Angeles County, California shall have exclusive jurisdiction and venue over all controversies and disputes in connection herewith, including but not limited to any controversies or disputes arising from or related to the Website, Services, Content or this TOS.  You agree not to commence or prosecute any action against any LEVEL-5 Party other than in the state and federal courts located in Los Angeles County, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non convenience with respect to, venue and jurisdiction in such state and federal courts.

24.8     Injunctive Relief. You acknowledge that the obligations made hereunder to LEVEL-5 are of a unique and irreplaceable nature, the loss of which shall irreparably harm LEVEL-5 and which cannot be replaced by monetary damages alone so that LEVEL-5 shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you.  You irrevocably waive all rights to seek injunctive or other equitable relief.

24.9     Privacy Policy. You can find the latest version of LEVEL-5’s Privacy Policy at http://level5ia.com/privacy-policy/.