Terms of Use

The DOWNFLY.COM website (the "Site") is owned and operated by Downfly, Inc. ("DOWNFLY.COM" or "We"). The Site allows members to create networks with friends and family to share website links (the "Service"), subject to these Terms of Use. You must agree to these Terms of Use in order to use the Site. Before you can become a member of the DOWNFLY.COM Service, you must read and affirmatively indicate your acceptance of the following terms and conditions and the Privacy Policy. Each time you use the Site, the current version of these Terms of Use will apply. Accordingly, when you use the Site, you should check the date of the Terms of Use and review any changes since the last version. If you do not agree with these Terms of Use at any time, please cease use of this Site and the Service.

1. THE SERVICE. You agree that: (a) If you choose to register, you must submit a valid e-mail address and select a password and user name during the registration process; (b) You are responsible for maintaining the confidentiality of your member name and password, and for all uses of your account -- whether or not you've authorized such use; (c) You agree to notify DOWNFLY.COM immediately of any unauthorized use of your account; and (d) You are at least [13] years of age. In addition, you understand and agree that the content posted on the Site by all users, including by you, will be collected, aggregated and anonymously integrated into the DOWNFLY.COM Service, and that DOWNFLY.COM will use aggregated data collected from you and other users for statistical and analytical reporting purposes.

2. REGISTRATION PROCESS. If you decide to register for the Service, you must provide certain limited information about yourself as prompted to do so by the Service. DOWNFLY.COM reserves the right to refuse the Service to any user.

3. SUBSCRIPTION FEES. There are no subscription fees associated with DOWNFLY.COM.

4. LICENSE AND SITE ACCESS. DOWNFLY.COM grants you a limited license to access and make personal use of the Site and not to download (other than page caching) or modify it, or any portion of it, except with our express written consent. This license does not include any resale or commercial use of this Site or its contents; any derivative use of this Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction services. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
   
   You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) on the Site without our express written consent. You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Any unauthorized use terminates the permission or license granted by us.

5. COPYRIGHTS AND TRADEMARKS. DOWNFLY.COM and other names, logos, icons and marks identifying DOWNFLY.COM services are trademarks of DOWNFLY.COM and may not be used without the prior written permission of DOWNFLY.COM. All content on the Site, such as text, graphics, logos, button icons, images, digital downloads, data compilations, and software, is the property of DOWNFLY.COM or its content suppliers and protected by international copyright laws. The compilation of all content on the Site is the exclusive property of DOWNFLY.COM and protected by international copyright laws. All software used on the Site is the property of DOWNFLY.COM or its suppliers and protected by international copyright laws.
   
   Except as otherwise expressly set forth in this Agreement, you may not copy, reproduce, distribute, or create derivative works of any content on the Site without DOWNFLY.COM's express written authorization. Further, you may not reverse engineer, decompile, alter, modify, disassemble, or otherwise attempt to derive source code from the Service. All rights not expressly granted in this Agreement are reserved to DOWNFLY.COM.
   
   You shall not remove, cover or obscure any trademark, copyright and other proprietary notices or legends included on the Site. Further, DOWNFLY.COM does not provide any warranty as to your use of any third party content or software that you obtain from DOWNFLY.COM.
   
   DOWNFLY.COM respects the intellectual property of others and we require that our users and members do the same. You may not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information that you do not have legal authorization to use. If you believe your work has been copied in a way that constitutes copyright infringement, please contact us at legal [AT SIGN] downfly.com

6. USER CONDUCT. You agree to act responsibly and to treat other users and members with respect.

7. CONTENT. You are fully responsible for any content you post on the Site, including, but not limited to, personal profile(s), website listings, testimonials, comments, messages, and the consequences of any such content. You understand, and agree that, unless expressly stated, DOWNFLY.COM in no way controls, verifies, or endorses any of the information contained on the Site, including links, events, messages, message boards and members' website listings.
   
   If you post content on the Site, and unless we indicate otherwise, you grant Dowhnfly.com a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You grant DOWNFLY.COM the right to use the name that you submit in connection with such content, if we choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity. You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any user to access, display, view, store and reproduce such content for personal use. Subject to the foregoing, the owner of such content placed on the Site retains any and all rights that may exist in such content.
   
   You understand and agree that DOWNFLY.COM may review from time to time and delete any content that violates this Agreement or which might be offensive, illegal, or harm the safety of or violate the rights of other users and members. You acknowledge that DOWNFLY.COM may preserve your content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonable necessary to: (a) comply with a legal process, (b) enforce the Terms of Use, or (c) respond to any claims that the content violates the rights of third parties.
   
   DOWNFLY.COM requires that any information posted by you regarding a company, person, or other entity is truthful and factual. Companies and individuals are protected by law from false claims against them. Negative comments and complaints posted by you could be construed as claims about a company or an individual and may be subject to libel laws. Please verify that all information submitted is accurate and factual.
   
   Content that is illegal or prohibited, includes, but is not limited to, material, text, graphics, video or audio, or website links that direct users to content that:

   • Is unlawful, harassing, libelous, abusive, threatening, harmful, bigoted, racially offensive, obscene, fraudulent, defamatory, invasive of privacy or otherwise objectionable

   • Displays pornographic or sexually explicit material of any kind

   • Encourages conduct that could constitute a criminal offense, gives rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation

   • Transmits or posts any unsolicited or unauthorized advertising, "spam," junk mail, chain letters, etc.

   • Transmits or posts any content that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights

   • Transmits or posts any viruses or material designed to disrupt, limit or destroy any functionality of any computer software or hardware of users, members or the DOWNFLY.COM service

   • Collects, stores or solicits information about other users or members for commercial or unlawful purposes or engages in commercial activity such as contests, sweepstakes, etc. without DOWNFLY.COM's prior consent

   • Advertises any illegal services or the sale of any items prohibited or restricted by applicable law

   • Has misleading email addresses or other manipulated identifiers to disguise its origin

   
   If you encounter such prohibited material on the Site you waive your right to any damages related to such exposure. Such material should be immediately reported to: legal [AT SIGN] downfly.com

8. LINKS TO THIRD PARTY SITES. Any links included within DOWNFLY.COM that take users out of the DOWNFLY.COM Site are not under the control of DOWNFLY.COM and DOWNFLY.COM shall not be responsible for the content of any linked site or any link contained in a linked site. All such sites shall be subject to the policies and procedures of the owner of such sites. We encourage you to read those policies and know your rights.

9. PRIVACY. Please see our Privacy Policy incorporated herein by reference.

10. TERMINATION. DOWNFLY.COM reserves the right to refuse membership to anyone. DOWNFLY.COM may terminate your membership and any and all information, communications or postings, at any time, without notice, for conduct that violates this Agreement. DOWNFLY.COM may modify or discontinue the Site or the Service at any time without notice to you and without liability to you or any third party.

11. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE AND/OR ANY GRAPHICS OR OTHER CONTENT YOU DOWNLOAD FROM THE SITE OR LINK TO FROM THE SITE IS AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF FILES, SOFTWARE, SERVICES AND/OR ANY GRAPHICS OR OTHER CONTENT OR LINKING TO ANY OTHER WEBSITE. THE SERVICES AND/OR ANY GRAPHICS OR OTHER CONTENT YOU DOWNLOAD FROM THE SITE ARE PROVIDED ON AN "AS IS" BASIS. DOWNFLY, INC., ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER DOWNFLY.COM NOR ITS LICENSORS OR SUPPLIERS MAKE ANY WARRANTY THAT THE SOFTWARE, SERVICE AND/OR ANY GRAPHICS OR OTHER CONTENT YOU DOWNLOAD FROM THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES DOWNFLY.COM, ITS LICENSORS OR SUPPLIERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. AS A PROVIDER OF INTERACTIVE SERVICES, DOWNFLY.COM IS NOT LIABLE FOR ANY STATEMENTS, REPRESENTATIONS OR CONTENT PROVIDED BY ITS USERS IN ANY PUBLIC FORUM, PERSONAL HOME PAGE OR OTHER INTERACTIVE AREA. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

12. LIMITATION OF LIABILITY. IN NO EVENT SHALL DOWNFLY.COM, ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE, SERVICE, AND/OR ANY GRAPHICS OR OTHER CONTENT OF THE SITE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF DOWNFLY.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, DOWNFLY.COM SHALL HAVE NO LIABILITY TO YOU OR OTHER THIRD PARTIES FOR ANY THIRD PARTY CONTENT UPLOADED ONTO, DOWNLOADED FROM, OR LINKED TO FROM THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. INDEMNITY. YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS DOWNFLY.COM, ITS OFFICERS, DIRECTORS AND EMPLOYEES FROM AND AGAINST ANY LOSS, COST, DAMAGES, LIABILITY, AND/OR EXPENSE, INCLUDING REASONABLE ATTORNEY FEES, ARISING OUT OF OR RELATING TO (A) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT BASED ON INFORMATION, DATA OR CONTENT YOU SUBMITTED IN CONNECTION WITH THE SERVICE, (B) ANY FRAUD OR MANIPULATION, OR OTHER BREACH OF THIS AGREEMENT, BY YOU, OR (C) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS BROUGHT AGAINST DOWNFLY.COM ARISING OUT OF YOUR USE OF THE SERVICE OR THE SITE.

14. GENERAL TERMS. By visiting this Site, you agree that this Agreement is governed in all respects by the laws of the State of New York, U.S.A, without reference to its conflicts of laws principles, and any dispute arising hereunder shall be submitted to state and federal courts in New York County, New York and you consent to the exclusive jurisdiction of such courts. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. DOWNFLY.COM's failure to act with respect to a breach by you does not waive DOWNFLY.COM's right to act with respect to subsequent or similar breaches.

15. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void. This Agreement shall inure to the benefit of and be binding upon each party's successors and assigns. DOWNFLY.COM shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond DOWNFLY.COM's reasonable control. Any notice required or given to you under this Agreement shall be delivered by electronic mail at the e-mail address provided by you during registration.

16. SPECIAL ADMONITIONS FOR INTERNATIONAL USE. As a consequence of the global nature of the Internet, you agree to comply with all local rules regarding user conduct on the Internet and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

17. This Agreement constitutes the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral. You understand and agree that you are solely responsible for reviewing the terms of this Agreement from time to time.