Updated March, 2019
Atlas may modify or revise the Terms at any time upon reasonable notice to User. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign its rights and obligations under this Agreement without the consent of the other party pursuant to any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all assets related to this Agreement or similar transaction. Your access to and use of the Services is also subject to all applicable laws.
By creating a Profile or otherwise using the Services, you are agreeing to be bound by certain user obligations as set forth below. We reserve the right to investigate and take appropriate action if we believe, in our sole discretion, there has been a violation of the Terms, including these user obligations. We are however, under no obligation to enforce these Terms on behalf of a user against another user.
As a condition of use, you agree NOT to violate any of these Terms or use the Services for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Services.
You shall not (and shall not permit any third party to) either (i) take any action or (ii) write, upload, download, post, submit, email, transmit or otherwise distribute or facilitate distribution of any content on or through the Services that (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (b) is unlawful, threatening, harassing, deceptive, fraudulent, invasive of another’s privacy, tortious, fake, false, libelous, abusive, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, inappropriate, inaccurate, defamatory or is otherwise inappropriate as determined by us in our sole discretion; (c) you know is false, misleading, untruthful or inaccurate; (d) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (e) is a modification, reproduction, distribution, adaption, duplication, license, publication, broadcast, transmission, appropriation, use, derivative work of, public display, sale, trade or otherwise an infringement, misappropriation or violation of any intellectual property right in the information found on the Services (excluding content posted by you) except as expressly authorized by Atlas or as permitted in the Terms; (f) contains software viruses, worms, defects or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; (g) impersonates any person or entity, including any of our employees or representatives; (h) includes anyone’s identification documents or sensitive financial information; or (i) shares information of non-users without their express consent.
You shall not: (A) use any spider, robot, site search/retrieval application, or other automated or manual software, device, process or any other means to access, retrieve, harvest, scrape, or index any portion of the Services; (B) take any action that imposes, or may impose, as determined in Atlas’ sole discretion, an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure or technology, or otherwise make excessive traffic demands of the Services; (C) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (D) attempt to or actually override, interfere with, disable, bypass, circumvent or damage any security feature included in the Services or any other measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (E) attempt to gain unauthorized access to the Services or Profiles through hacking, password mining or any other means; (F) run any form of auto-responder or “spam” on the Services; or (G) otherwise take any action in violation of our guidelines and policies.
You shall not (directly or indirectly) (1) reverse engineer, decipher, disassemble, decompile or otherwise attempt to derive any source code or any underlying intellectual property, ideas or algorithms used to provide the Services, or any part thereof (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (2) modify, translate, or otherwise create derivative works of any part of the Services; (3) utilize any information, content or data you view on and/or obtain from Atlas to provide any service that is competitive with Atlas, as determined in Atlas’ sole discretion; (4) cause any breach, default or violation of any employment, non-competition, non-solicitation, nondisclosure, confidentiality, consulting or any other contract to which you are a party or by which you may be bound; (5) undertake any acts injurious to our business or goodwill; (6) copy, rent, lease, distribute or otherwise transfer any of the rights you receive hereunder; or (7) use, or permit the use of, the Services by or for the benefit of any third party. You shall abide by all applicable local, state, national and international laws and regulations.
We reserve the right to access, read, preserve and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public. We agree, to the extent permissible in the view of our legal advisors, to promptly notify You before We disclose any information under or in relation to subsection (i).
You agree to defend, indemnify and hold harmless Atlas, and its members, agents, and employees, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorneys’ fees) arising from (1) your use of and access to the Atlas Services; (2) your violation of any term or condition of these Terms; (3) your violation of any third party right, including without limitation any patent, trademark, copyright, property, other intellectual property or privacy right in relation to the Services; (4) any claim that one of your ideas or posts submitted to the Services caused damage to a third party; (5) any action you take on or through the Services; (6) any improper or illegal use of your account password; and (7) any and all claims brought by third parties (including without limitation for any damage, loss or destruction of any tangible personal or real property) to the extent caused by your acts or omissions. Atlas reserves the right to assume the sole control of the defense and settlement of any claim, demand, action or suit covered by the above indemnification obligation, and you shall reasonably cooperate with Atlas with respect thereto. This indemnification provision will survive these Terms and Conditions and your use of the Atlas Services.
We agree to defend, indemnify and hold harmless You, and your members, agents, and employees, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorneys’ fees) arising from any and all claims brought by third parties (including without limitation for any damage, loss or destruction of any tangible personal or real property) only to the extent caused by our gross negligence or willful misconduct.
We have no special relationship or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding (i) which users gain access to the Services; (ii) what content you access via the Services; or (iii) how you may interpret or use the content.
You release us from all liability for you having acquired or not acquired content through the Services. We make no representations concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or content contained in or accessed through the Services.
The site and services are provided to you on an “as is” and “as available” basis. Your use of the services is at your own discretion and risk. Atlas makes no warranties or representations, either express or implied, as to the accuracy, validity, timeliness or completeness of any material or information contained on the services or their suitability for a particular purpose. We do not provide any express warranties or representations and to the fullest extent allowable by law, we disclaim any and all implied warranties, including, without limitation, implied warranties of title, merchantability, and fitness for a particular purpose and non-infringement. we specifically disclaim any liability or responsibility for any error or omissions in the content of the services. We disclaim any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed.
We, and our directors, employees, agents, suppliers, and partners do not warrant that: (1) The services will be secure or available at any particular time or location; (2) Any defects or errors will be corrected, (III) any content or software available at or through the services is free from viruses or other harmful components; or (IV) The results of using the services will meet your requirements. your use of the services is solely at your own risk.
Atlas makes no claims or promises about the quality or accuracy or reliability of the profiles or other information on the services and Atlas is not liable to you for any loss or damage that might arise from reliance on the quality, accuracy or reliability of the profiles or such other information. To the extent you use the services in connection with any service provider relationship with a third party, Atlas shall not have any liability arising from or relating to such relationship, or the associated third party or services.
Atlas makes no claims or promises regarding the conduct of third parties. As such, we are not liable for any loss or damage that might arise as a result of any third party action, including, but not limited to, negative experiences with one of the businesses listed on the services or misuse of your content or identity.
Atlas does not have any obligation to verify the identity of the users subscribing to our services, nor does it have any obligation to monitor the use of its services by users. Atlas disclaims all liability for identity theft or any other misuse of your identity or information.
In no event shall Atlas, or its directors, officers, employees, agents, partners, or suppliers, be liable with respect to the site or the services or the subject matter of these terms under any contract, negligence, tort, strict liability, gross negligence, willful misconduct or other legal or equitable theory for any indirect, incidental, punitive, special, compensatory or consequential damages of any kind whatsoever, including without limitation lost profits, lost data, business interruption, destruction of property, death or bodily injury, cost of procurement of substitute goods or services, loss of business reputation or goodwill, even if Atlas has been advised of the possibility of such damages. Under no circumstances shall Atlas’ total cumulative liability to you for any and all claims relating to or arising out of your use of the services or the site, regardless of the form of the action, exceed the greater of the fees paid by you to Atlas or $10.
Atlas may also restrict, suspend or terminate the account of any user who violates these Terms or abuses or misuses the Services including, but not limited to, the following: (1) creating multiple or false Profiles, (2) using the Services commercially without Atlas’ authorization, (3) violating any intellectual property rights, or (4) any other behavior or activity that Atlas, in its sole discretion, deems contrary to the purpose and mission of the Services.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. We shall not be liable for any failure to perform any obligations hereunder where such failure results from any cause beyond our reasonable control. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws provisions. Each party to any suit, action or proceeding arising out of or relating to these Terms irrevocably (i) submits to the jurisdiction of the State Courts of the State of California and the United States District Court for the district of Southern District of California over any suit, action or proceeding arising out of or relating to these Terms, (ii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above mentioned Court having jurisdiction of the parties hereto and to the subject matter of these Terms, and (iv) acknowledges that a final judgment in any such suit, action or proceeding brought in such Court, after all appropriate appeals, shall be conclusive and binding upon it. In any suit or arbitration regarding these Terms, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.
We reserve the right, in our sole discretion, to change, suspend, or discontinue the Services (including without limitation the availability of any feature, database, or content) at any time by posting a notice on the Services or by sending you a notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter hereof, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind us in any respect whatsoever.
Atlas Inc. (“Company”) has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of the Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy.
Procedure for Reporting Copyright Infringement:
If you believe that material or content residing on or accessible through Company’s websites or services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
Please contact the Designated Agent to Receive Notification of Claimed Infringement for Company at email@example.com or at:
The Atlas Marketplace, Co.
Please be advised that it is Company policy to terminate the accounts of users who repeatedly engage in copyright infringement.