Aclarn, Inc. ('AWSell', 'Aclarn', or 'we') operates AWSell.com, which is a Buying and Selling service that allows Members to either sell items they own or to buy items. Items are always sold by other members so please purchase items with caution. We recommend to only accept payment in cash in person to avoid fraudulent activities. The services offered by AWSell include any AWSell-branded URL (the 'AWSell Website'), the AWSell platform, and other features, AWSell mobile services, and any other features, content, or applications offered from time to time by AWSell in connection with AWSell's business (collectively, the 'AWSell Services'). The AWSell Services are hosted in the United States.
Any kind of spam or fraudulent activities determined by AWSell will result in termination of account.
AWSell may modify this Agreement from time to time and such modification shall be effective upon posting by AWSell on the AWSell Website. Your continued use of the AWSell Services after AWSell posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.
Please choose carefully the information you post on or through the AWSell Services and that you provide to other Users. Your AWSell profile may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other AWSell Members (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and AWSell assumes no responsibility or liability for this material. If you become aware of misuse of the AWSell Services by any person, please click on the 'Contact AWSell'.
AWSell reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the AWSell Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. AWSell expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the AWSell Services if AWSell determines, in its sole discretion, that you have violated this Agreement or pose a threat to AWSell and/or its Users.
1. Eligibility. Use of the AWSell Services and registration to be a Member for the AWSell Services ('Membership') is void where prohibited. By using the AWSell Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the AWSell Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 13 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18.
2. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the AWSell Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. AWSell may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, this Agreement will remain in effect, including Sections 5-17.
3. Fees. You acknowledge that AWSell reserves the right to charge for any portion of the AWSell Services and to change its fees (if any) from time to time in its discretion. If AWSell terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).
4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify AWSell immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
5. Use by Members. The AWSell Services are for the personal use of Members and may be used for promotional purposes as well, but direct commercial endeavors may only be used if they are specifically endorsed or authorized by AWSell. AWSell reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the AWSell Services, including collecting usernames, user id numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the AWSell Website, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges. AWSell reserves the right to take appropriate legal action for any illegal or unauthorized use of the AWSell Services. You can only use your Invite links on websites that you own. You can not spam your Invite link. Any unauthorized use of your Invite code can lead to removal of your account or Referrals. Cash Outs may be voided due to this violation.
6. Proprietary Rights in Content on AWSell.
6.1 AWSell does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, 'Content') that you post on or through the AWSell Services. After posting your Content to the AWSell Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ('posting') any Content on or through the AWSell Services, you hereby grant to AWSell a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on or through the AWSell Services, including without limitation distributing part or all of the AWSell Website in any media formats and through any media channels, except Content marked 'private' will not be distributed outside the AWSell Website. This limited license does not grant AWSell the right to sell or otherwise distribute your Content outside of the AWSell Services. After you remove your Content from the AWSell Website we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate. If after we have distributed your Content outside the AWSell Website you change the Content's privacy setting to 'private', we will cease distribution of such 'private' Content outside the AWSell Website as soon as practicable after you make the change.
6.2 The license you grant to AWSell is non-exclusive (meaning you are free to license your Content to anyone else in addition to AWSell), fully-paid and royalty-free (meaning that AWSell is not required to pay you for the use on the AWSell Services of the Content that you post), sublicensable (so that AWSell is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the AWSell Services), and worldwide (because the Internet and the AWSell Services are global in reach).
6.3 You represent and warrant that: (i) you own the Content posted by you on or through the AWSell Services or otherwise have the right to grant the license set forth in this Section 6, and (ii) the posting of your Content on or through the AWSell Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you on or through the AWSell Services.
6.4 The AWSell Services contain Content of AWSell ('AWSell Content'). AWSell Content is protected by copyright, trademark, patent, trade secret and other laws, and AWSell owns and retains all rights in the AWSell Content and the AWSell Services. AWSell hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the AWSell Content (excluding any software code) solely for your personal use in connection with viewing the AWSell Website and using the AWSell Services.
6.5 The AWSell Services contain Content of Users and other AWSell licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the AWSell Services.
6.6 AWSell performs technical functions necessary to offer the AWSell Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the AWSell Services.
7. Content Posted.
7.1 AWSell may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of AWSell violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. AWSell assumes no responsibility for monitoring the AWSell Services for inappropriate Content or conduct. If at any time AWSell chooses, in its sole discretion, to monitor the AWSell Services, AWSell nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
7.2 You are solely responsible for the Content that you post on or through any of the AWSell Services, and any material or information that you transmit to other Members and for your interactions with other Users.
8. Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the AWSell Services. AWSell reserves the right to investigate and take appropriate legal action against anyone who, in AWSell's sole discretion, violates this provision, including without limitation, removing the offending Content from the AWSell Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of AWSell:
8.1 is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
8.2 harasses or advocates harassment of another person;
8.3 exploits people in a sexual or violent manner;
8.4 contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;
8.5 solicits personal information from anyone under 18;
8.6 publicly posts information that poses or creates a privacy or security risk to any person;
8.7 constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
8.8 constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;
8.9 involves the transmission of 'junk mail', 'chain letters', or unsolicited mass mailing, instant messaging, 'spimming', or 'spamming';
8.10 contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
8.11 furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
8.12 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
8.13 involves commercial activities and/or sales without prior written consent from AWSell such as contests, sweepstakes, barter, advertising, or pyramid schemes;
8.14 includes a photograph or video of another person that you have posted without that person's consent;
8.15 for band, comedy, filmmaker and other profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile; or
8.16 violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.
The following are examples of the kind of activity that is illegal or prohibited on the AWSell Website and through your use of the AWSell Services. AWSell reserves the right to investigate and take appropriate legal action against anyone who, in AWSell's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:
8.17 criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
8.18 advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the AWSell Services. You may not transmit any chain letters or junk email to other Members. In order to protect our Members from such advertising or solicitation, AWSell reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which AWSell deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the AWSell Services, you acknowledge that you will have caused substantial harm to AWSell, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay AWSell $50 for each such unsolicited email or other unauthorized commercial communication you send through the AWSell Services;
8.19 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the AWSell Services;
8.20 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
8.21 covering or obscuring the banner advertisements on your personal profile page, or any AWSell page via HTML/CSS or any other means;
8.22 any automated use of the system, such as, but not limited to, using scripts to add friends or send comments or messages;
8.23 interfering with, disrupting, or creating an undue burden on the AWSell Services or the networks or services connected to the AWSell Services;
8.24 impersonating or attempting to impersonate another Member, person or entity;
8.25 for band, comedy, filmmaker and other profiles containing a AWSell player, copying the code for your AWSell Player and embedding it (or directing others to embed it) anywhere other than your band profile on AWSell;
8.26 using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
8.27 selling or otherwise transferring your profile;
8.28 using any information obtained from the AWSell Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;
8.29 displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the AWSell Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, or sending private messages with a commercial purpose; or
8.30 using the AWSell Services in a manner inconsistent with any and all applicable laws and regulations.
9. Protecting Copyrights and Other Intellectual Property. AWSell respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. AWSell has the right to terminate the Membership of infringers.
If you believe your work has been copied and posted on or through the AWSell Services in a way that constitutes copyright infringement, please send AWSell's Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the AWSell Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or a uthorized to act on the copyright owner's behalf; and (f) your physical or electronic signature.
10. Member Disputes. You are solely responsible for your interactions with other AWSell Members. AWSell reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members.
12. Disclaimers. AWSell is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the AWSell Services, whether caused by Users of the AWSell Services or by any of the equipment or programming associated with or utilized in the AWSell Services and such User Content does not necessarily reflect the opinions or policies of AWSell. Profiles and third party applications created and posted by Members on the AWSell Website may contain links to other websites. AWSell is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by AWSell. Inclusion of any linked website on the AWSell Services does not imply approval or endorsement of the linked website by AWSell. When you access these third party sites, you do so at your own risk. AWSell takes no responsibility for third party advertisements or third party applications that are posted on or through the AWSell Services, nor does it take any responsibility for the goods or services provided by its advertisers. AWSell is not responsible for the conduct, whether online or offline, of any User of the AWSell Services. AWSell assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. AWSell is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the AWSell Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the AWSell Services. Under no circumstances shall AWSell be responsible for any loss or damage, including personal injury or death, resulting from use of the AWSell Services, attendance at a AWSell event, from any User Content posted on or through the AWSell Services, or from the conduct of any Users of the AWSell Services, whether online or offline. The AWSell Services are provided "AS-IS" and as available and AWSell expressly disclaims any warranty of fitness for a particular purpose or non-infringement. AWSell cannot guarantee and does not promise any specific results from use of the AWSell Services.
13. Limitation on Liability. IN NO EVENT SHALL AWSell BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE AWSell SERVICES, EVEN IF AWSell HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AWSell'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO AWSell FOR THE AWSell SERVICES DURING THE TERM OF MEMBERSHIP.
14. U.S. Export Controls. Software available in connection with the AWSell Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the AWSell Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
15. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions. You and AWSell agree to submit to the exclusive jurisdiction of the courts located within the State of New York to resolve any dispute arising out of the Agreement or the AWSell Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.
16. Indemnity. You agree to indemnify and hold AWSell, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the AWSell Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the AWSell Services causes AWSell to be liable to another.
17. Other. This Agreement is accepted upon your use of the AWSell Website or any of the AWSell Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and AWSell regarding the use of the AWSell Services. The failure of AWSell to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. AWSell is a trademark of AWSell, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Please contact us at: Contact AWSell with any questions regarding this Agreement.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.