Content Provider Terms Of Service
Content Provider Terms Of Service
Last Updated: December 13th 2018
This website is operated by The Content Panel Limited (“The Content Panel”). Throughout the site, the terms “The Content Panel”, “we”, “us” and “our” refer to The Content Panel Limited. The Content Panel offers this website (The “Site”), including all information, tools and services available from this site to you conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
These Content Provider Terms of Service (“Content Provider Terms”) are a legal agreement between you and The Content Panel that govern use of and access to The Content Panel’s website (“The Site”) and all services (“The Services”), online or offline that The Content Panel agrees to provide to you in connection with the Site.
Please read these Content Provider Terms carefully before accessing or using our website. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any of our services. If these Content Provider Terms are considered an offer, acceptance is expressly limited to these Content Provider Terms.
Any new features or tools which are added to the current site shall also be subject to the Content Provider Terms. You can review the most current version of the Content Provider Terms at any time on this page. We reserve the right to update, change or replace any part of these Content Provider Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
By agreeing to these Content Provider Terms, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
A breach or violation of the Content Provider Terms will result in an immediate termination of your account and associated services.
If inconsistencies are present between these Content Provider Terms and any other information and/or promotional materials related to the site or our services, these Content Provider Terms will always govern and take precedence.
1.1 “Accepted Post” means a submission that has been created by a content provider and accepted by The Content Panel or a Client.
1.2 “Client” means a third party that requests Submissions and selects and purchases Accepted Posts.
1.3 “Submission” means a work of writing that is prepared and submitted to a Client in response to a Submission Request.
1.4 “Submission Request” means a request by a Client for a Submission.
The Content Panel provides a service through which clients can place submission requests which you can submit submissions in response to. If a client accepts a submission, the submission then becomes known as an Accepted Post. The Content Panel will pay you for each Accepted Post in accordance with these Content Provider terms.
All submissions that you submit in response to a Submission Request must be entirely original works of your own authorship that were solely created by you. All submissions must not have been made available, published, shared, or otherwise distributed at any time, to any other party, in any medium. The Content Panel and / or Clients may reject submissions you have submitted in response to a Submission Request. Once you have submitted a submission you may not make the Submission (or any derivative thereof) available in part or in whole anywhere else (inside or outside of the service) until it has been rejected by a client.
2.3 Accepted Posts
When a Client approves a Submission it becomes an Accepted Post, you are directly contracting to sell Accepted Posts to the Client. The Content Panel has no obligation to you whatsoever with regard to any Accepted Post or Submission (with the exception of The Content Panel’s payment obligations). When your submission is accepted by a client and becomes an Accepted Post you agree to irrevocably and unconditionally assign to the applicable Client all right, title, and interest in and to said Accepted Post including all worldwide intellectual property rights. If any rights in the Accepted Posts (including moral rights) cannot as a matter of law be assigned by you to the Client then you (a) Irrevocably and unconditionally waive the enforcement of such rights and all claims and causes of action of any kind against the Client with respect to such rights. (b)To the extent you cannot make such waiver, you unconditionally grant to the Client a perpetual, irrevocable, worldwide, fully-paid license with the right to sublicense through unlimited levels of sublicensees, under all and any such rights to reproduce, create derivative works of, distribute, publically perform, publically display, digitally transmit and otherwise use the Accepted Post in any medium or format now known or hearafter discovered, and to exercise any and all other present of future rights in the Accepted Post.
For the avoidance of doubt, you understand and agree that you have no right to link to, post, or use the content of a Accepted Post in any medium for any purpose at any time.
2.4 Non Circumvention, Non Solicitation
During the period you maintain an account with The Content Panel and for one (1) year thereafter (“Restricted Period”) you agree that you will not attempt to induce or induce, attempt to solicit or solicit, attempt to indirectly solicit or indirectly solicit any Client to terminate or alter their relationship with The Content Panel. Additionally, you agree that you will not directly or indirectly provide services (as an employee, contractor, or otherwise) to any Client who is or who has been in the past 12 (twelve) months a Client of The Content Panel. For each individual violation of this section of the Content Provider Terms you agree to pay The Content Panel the greater of either $5,000 USD or twenty (20) times the amount of your highest value invoice. You and The Content Panel agree that because it would be very difficult to determine the harm caused to The Content Panel in the event of you breaching the foregoing restriction you shall pay to The Content Panel the amounts outlined in this section of the Content Provider Terms as liquidated damages, and not as a penalty.
You are able to access some online features of the services provided by The Content Panel by creating an account on our site (your “Account”). Your account will have a username and password which you are entirely responsible for. You agree to not disclose your account password to any third party and that you are solely responsible for all and any actions taken by your account, regardless of if you provided authorization for said actions. If you become aware of any unauthorised access of your account you agree to contact The Content Panel immediately at email@example.com You agree that all information that you provide to The Content Panel during your account registration is true, accurate, current, and complete. The Content Panel reserves the right to require you to change your password at any time for any reason.
2.6 Site License
The Content Panel grants you a revocable, personal, limited, non-exclusive, non-transferable licence to access the site and our services. The Content Panel expressly retains all ownership rights of all aspects of the site and you do not have rights to modify, obtain, possess, or control the source code of our site. You may only use the site while these Content Provider Terms remain in effect. After any termination or expiration of your agreement to these Content Provider Terms you shall have no rights of any kind to access the site or our services for any reason.
3. User Content
3.1 Your Content.
In these Content Provider Terms, your “User Content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose. The Content Panel does not claim ownership of your user content. You grant The Content Panel and applicable Clients a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant The Content Panel the right to sub-license these rights with the right to sublicense through multiple levels of sublicenses. You represent and warrant to The Content Panel that you have written permission from the copyright holder to use your user content or that you are the copyright holder yourself. You warrant that all moral rights in all of your user content have been waived and you agree to indemnify and hold The Content Panel, its directors, officers, employees, content providers, and shareholders for any violation of this provision and from any claim, action, or demand that arises with either The Content Panel’s or a Content Provider’s use of the content as permitted in these Content Provider Terms. Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or The Content Panel or a third party (in each case under any applicable law). The Content Panel reserves the right to edit or remove any of your user content that is submitted to this site, or stored on the servers of The Content Panel for any reason at its sole discretion. You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
3.2 Content Removal
The Content Panel reserves the right to delete, edit, move, or remove any user content or Submissions that it in its sole discretion deems abusive, obscene, defamatory, in violation of the law, or is otherwise unacceptable to us.
Every Submission Request will be assigned a payment amount when it is created. You agree to the payment amount in place at the time you submit a Submission in response to a Submission Request. All payments will be paid via PayPal without exception to the email address you have provided to The Content Panel. All payments will be made in US Dollars in accordance with the payment schedule set out in the site. The Content Panel is not responsible for a delay in payment due to errors in processing related to your relationship with PayPal. To be paid you must maintain an active PayPal account and provide The Content Panel with accurate and complete billing information. If the information you provide The Content Panel is found to be false or fraudulent The Content Panel reserves the right to terminate your use of the Services and your access to the Site (in addition to seeking any other legal recourse). The Content Panel is not responsible for any expenses, charges, or other fees that are the result of payments from The Content Panel. The Content Panel is not responsible for any expenses, charges, fees, or other costs that are the result of a delay in payment to you from The Content Panel. It is your responsibility to submit an invoice to The Content Panel for Accepted Posts within ninety (90) days of a submission being accepted by a client and becoming an Accepted Post. Accepted Posts that are not invoiced after ninety (90) days of being accepted and becoming a Accepted Post will be paid at The Content Panel’s discretion. If a payment is rejected by PayPal it is your responsibility to contact PayPal to confirm and ensure the security of your PayPal account, after which The Content Panel will attempt to resend payment upon your written request. You are responsible for claiming any “Unclaimed” funds from PayPal. The Content Panel will not resend any payment until PayPal returns funds that were previously unclaimed. No adjustments will be made for disputed payments made more than 30 (thirty) days after the attempted payment.
5. Ineligible Accepted Posts
If The Content Panel determines in its sole discretion that an Accepted Post you have submitted is in violation of these Content Provider terms, you will not be eligible for payment for said Accepted Post. In the event that you have received payment for an ineligible Accepted Post you agree to repay such amounts upon demand by The Content Panel. You further agree that The Content Panel may offset amounts from any other payment due or payable to you under this agreement.
6.Third Party Linking
The Content Panel may facilitate your access to websites maintained by third parties with hyperlinks. Your access to and use of any Third Party Online Services is governed by the terms, conditions, disclaimers, and notices found on each site or otherwise associated with such Third Party Online Services. The Content Panel does not control, endorse, or accept responsibility for Third Party Online Services. Any dealings between you and any third party in connection with a Third Party Online Service, including such party’s privacy policies and use of your personal information, delivery of and payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party.
7. Suspension And Termination.
The Content Panel reserves the right to suspend or terminate your access to and use of the Site and Services, at any time, without notice, for any reason, including but not limited to (a) your breach of these Content Provider Terms, or any other policies or guidelines set forth by The Content Panel, or (b) Conduct that The Content Panel believes is harmful to other users of the Site or Services, or the business of The Content Panel or other third party information providers. Further, you agree that The Content Panel shall not be liable to you or any third party for any termination of your access to the Site or Services. The Content Panel reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that The Content Panel shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. You may terminate your Account at any time by providing written notice to The Content Panel or as otherwise provided on the Site. Upon termination all of your rights to use the Site and Service shall immediately cease. In the event that your Account is terminated by The Content Panel as a result of your violation of these Provider Terms, The Content Panel’s payment obligations to you will immediately cease, including, any payment obligations for Submissions selected as Accepted Posts after the date of such termination.
8. Content Provider Warranty
You represent, warrant, and covenant that: (a) neither the Accepted Posts nor any Submission will be subject to any restriction, mortgage, lien, claim, pledge, security interest, or encumbrance when submitted; (b) you will not grant, directly or indirectly, any right or interest in the Accepted Post to any person other than Client; (c) you have full right, power, and authority to enter into and perform your obligations under these Content Provider Terms without the consent of any third party; (d) you will comply with all laws, regulations, and ordinances in your performance under these Content Provider Terms; (e) the Accepted Posts and each Submission are your own original works of authorship and Client’s publication thereof will not infringe upon, violate, or misappropriate the intellectual property rights of any party.
9. Warranty Disclaimer
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: ¨YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND THE MATERIALS CONTAINED HEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE CONTENT PANEL AND ITS AFFILIATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTENT PROVIDERS, AND OTHER REPRESENTATIVES (COLLECTIVELY, “COMPANY AND ITS AFFILIATES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY AND ITS AFFILIATES MAKE NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SITE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY AND ITS AFFILIATES OR ON OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
COMPANY AND ITS AFFILIATES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, INCLUDING ANY LIABILITY (I) AS A PUBLISHER OF INFORMATION, (II) FOR ANY INCORRECT OR INACCURATE INFORMATION, (III) FOR ANY UNAUTHORISED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA, (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, OR (VII) FOR ANY OTHER MATTER RELATING TO THIS SITE OR ANY THIRD PARTY WEBSITE.
THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR INFORMATION, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE CONTENT PANEL AND YOU. THE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE COMPANY AND ITS AFFILIATES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO THE CONTENT PANEL DURING THE 3 (Three) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. YOU AGREE THAT IT IS THE INTENTION OF YOU AND THE CONTENT PANEL THAT THIS PROVISION BE CONSTRUED AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
10. Distribution of Content.
You agree that you will not distribute any Content that: (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; is bigoted, hateful, or racially or otherwise offensive; is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or otherwise harms or can reasonably be expected to harm any person or entity; (b) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity; (c) infringes or violates any right of a third party including any copyright, patent, trademark, trade secret or other proprietary or contractual rights, right of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) or publicity, or any confidentiality obligation; (d) contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Sites or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Sites; (e) does not generally pertain to the designated topic or theme of the Sites; (f) violates any specific restrictions applicable to a public forum, including its age restrictions and procedures; (g) is antisocial, disruptive, or destructive, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet; or (g) fail to meet quality specifications as laid out on the Site.
11. Proprietary And Privacy Content Protection
The Content Panel hereby notifies you that all the information, content, image files, software and materials on the Site may be protected by U.S and / or UK and / or International copyright and other intellectual property laws and by other applicable laws, including privacy laws. The Content Panel is unable to provide you with permission to copy display or distribute material for which you do not own the copyright or other intellectual property rights. You may not copy or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your activities on the Site. The Content Panel has the absolute right to terminate your account or exclude you from any Site if you use our Services to violate the intellectual property rights or other rights of third parties. You agree to indemnify and hold The Content Panel harmless for any violation of this provision.
12. Independent Contractor
Your relation with The Content Panel is that of an independent contractor. Nothing in these Content Provider Terms is intended to, or should be construed to, create a partnership, joint venture, or employer-employee relationship between you and The Content Panel. You are not an agent of The Content Panel and are not authorized to act on behalf of The Content Panel. Without limiting the generality of the foregoing, you understand and agree:
(a) You are not entitled to benefits that The Content Panel makes available to its employees, such as group insurance, profit-sharing, or retirement benefits.
(b) The Content Panel will not withhold or make payments for U.S social security, make U.S unemployment insurance or U.S disability insurance contributions, or obtain U.S workers’ compensation insurance on your behalf.
(c) The Content Panel will not withhold or make payments for UK National Insurance contributions on your behalf.
(d) You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, or local tax authority arising from the payment of fees to you under these Content Provider Terms, and you agree to do so in a timely manner. The Content Panel will report the fees paid to you under these Provider Terms upon written request.
(e) You will comply with all applicable federal, state, and local laws governing self-employed individuals, including laws requiring the payment of taxes, national insurance contirbutions, social security, disability, and other contributions.
You agree to indemnify, and hold The Content Panel, its officers, directors, employees, agents, and Clients harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (a) your access to or use of the Site or Services; (b) your violation of these Content Provider Terms; (c) your violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property or privacy right; (d) any claim that your use of the Site or Services caused damage to a third party, or (e) any claim that a Submission or Accepted Post is not your own original content.
YOU ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE SITE OR SERVICES AND ANY RELIANCE UPON EITHER IS AT YOUR SOLE RISK. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE CONTENT PANEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF THE CONTENT PANEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE SITE OR THE SERVICES, FROM ANY CHANGES TO THE SITE OR THE SERVICES OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL INFORMATION ABOUT YOURSELF OR YOUR ORGANIZATION IN YOUR USE OF THE SITE AND THE SERVICES AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT.
IF YOU ARE DISSATISFIED WITH THE SITE OR THE SERVICES OR WITH ANY OF THESE CONTENT PROVIDER TERMS, OR FEEL THE CONTENT PANEL HAS BREACHED THESE PROVIDER TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICES. THE TOTAL LIABILITY OF THE CONTENT PANEL TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE PROVIDER TERMS OR USE OF THE SITE OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAYABLE BY THE CONTENT PANEL TO YOU FOR ACCEPTED POSTS PROVIDED AND SELECTED BY CLIENT(S) IN ACCORDANCE WITH THESE CONTENT PROVIDER TERMS. IT IS THE INTENTION OF YOU AND THE CONTENT PANEL THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
The Content Panel reserves the right, at its discretion, to modify these Content Provider Terms at any time by posting revised Content Provider Terms on the Site and by providing notice via e-mail, where possible, or on the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of our site and services following such modification constitutes your acceptance of the terms and conditions of this Agreement as modified.
15.2 Applicable Law and Dispute Resolution.
These Content Provider Terms shall be governed by the laws of England and Wales without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that The Content Panel has not adhered to these Provider Terms, please contact us by e-mail at firstname.lastname@example.org and we will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. If you and The Content Panel are unable to reach a resolution to the dispute, you and The Content Panel will settle the dispute exclusively under the rules of the London Court Of International Arbitration (http://www.lcia.org/) at its London office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND THE CONTENT PANEL AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN THE CONTENT PANEL AND YOU INDIVIDUALLY. Further, unless both you and The Content Panel otherwise agree in writing, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or the Services or these Provider Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred.
If any legal action is brought to enforce these Provider Terms, the prevailing party will be entitled to reimbursement of its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the other party; provided, however, that such recovery is to be proportional to the amount of claims on which the party actually prevailed in relation to the total amount of claims alleged, pursued, or brought by that party.
15.4 Force Majeure
Except for any payment obligations, neither you nor The Content Panel will be liable for failure to perform any obligation under these Content Provider Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
The failure of either party to insist upon or enforce strict performance of any of the provisions of these Content Provider Terms or to exercise any rights or remedies under these Content Provider Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
The headings of sections in these Content Provider Terms are for your convenience. They are not to be used in interpretation.
The Content Panel is located in London, United Kingdom. Any questions, comments or suggestions, including any report of violation of these Content Provider Terms should be provided to the Administrator via email at email@example.com
15.8 Entire Agreement
These Content Provider Terms constitute the entire agreement between you and The Content Panel and they govern your use of the Site and the Services. These Content Provider Terms supersede any prior agreements between you and The Content Panel.
If any provision of these Content Provider Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Content Provider Terms shall otherwise remain in full force and effect and enforceable.