TERMS OF USE

The following terms and conditions (collectively with the Privacy Policy at http://www.defyner.com/privacy, the “Terms of Use”) are a legally binding agreement between each user (“you” or “your”) and Defyner, owned and operated by Holding Yno B.V., (“Defyner “we,” “us,” “our” or “ours”) and apply to http://www.defyner.com/ and the content, features, services, social media channels and applications offered by Defyner (collectively “Service”). By accessing or using the Service, you are indicating that you have read and understand these Terms of Use, that you will abide by all of their terms and conditions and that you are over the age of eighteen (18).If you do not agree to any of these terms and conditions, please do not use the Service.

UPDATES TO TERMS

We reserve the right to change any terms of these Terms of Use at any time without prior notice to you. You agree that our posting of revised Terms of Use on our Service will constitute notice to you of such revised Terms of Use and that your access or use of the Service after such posting constitutes your agreement to be bound by such changes and the revised Terms of Use. Consequently, please review these Terms of Use before each and any access or use of our Service. Any changes to these Terms of Use will become a part of these Terms of Use and will apply as soon as they are posted or such later date as may be specified in the posted Terms of Use.
Unless explicitly stated otherwise, any new features or functionality that augment or enhance the Service will be subject to these Terms of Use.

SPECIAL PROMOTION TERMS

Occasionally, we may offer the chance to participate in sweepstakes, contests, surveys and/or special offerings (“Special Promotion(s)”) through the Service. Special Promotions may be governed by terms and conditions that are separate from these Terms of Use. If the provisions of a Special Promotion’s terms and conditions conflict with these Terms of Use, those separate terms and conditions will prevail with respect to such Special Promotion, unless otherwise stated.

DEFYNER CONTENT DEFINED

The “DEFYNER Content” includes all materials that are included in, made available on or are otherwise a part of the Service (including past, present and future versions of the Service). For example, our DEFYNER Content includes any and all domain names, text, blogs, articles, emails, photos, images, illustrations, videos, application software, technologies, source and object codes, designs, graphics, layouts, artwork and the “look and feel” of the Service.

TRADEMARKS

The DEFYNER Content also includes DEFYNER marks and logos that are trademarks or service marks of ours. All other trademarks, service marks and logos used on or through the Service are the trademarks, service marks or logos of their respective owners. You are not granted any rights to use any trademarks, service marks or logos through your to access the Service.

COPYRIGHT PROTECTION

The DEFYNER Content and the Service are protected by copyright as a collective work or compilation under the copyright laws of the United States and other countries. Further, each individual element of the DEFYNER Content constitutes a copyrighted work, and you must abide by all additional copyright notices or restrictions contained in this Service. Unless specifically and expressly permitted, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, translate, broadcast, create derivative works from, transmit, sell, offer to sell or in any way exploit any DEFYNER Content, in whole or in part. In other words, the Service and each individual element of DEFYNER Content are protected from unauthorized copying, distribution, publication, dissemination and other use by copyright, trademark, patent and other laws, rules, regulations and international treaties. Except as specifically and expressly stated in these Terms of Use or otherwise granted to you in writing, no rights (by implication, estoppel or otherwise) are granted to you. Any and all rights not expressly and specifically granted are hereby reserved. Nothing in these Terms of Use will affect, impair or limit in any way our rights to fully exploit any and all of the DEFYNER Content and Service. To the extent the DEFYNER Content and Service, or any element thereof, are not protected by copyright laws, all such DEFYNER Content and/or elements of the Service are proprietary to DEFYNER and are similarly protected from unauthorized copying, distribution, publication, dissemination and other use.

PERSONAL USE

We grant you a limited, personal, non-exclusive, non-commercial, revocable, non-sublicensable and non-transferable license to use, view and/or play the DEFYNER Content. This license is subject to your full compliance with these Terms of Use. You may also make one (1) occasional print copy of articles of personal interest to you. You may not distribute, sell or offer for sale the Service, DEFYNER Content, or any element thereof. In addition, DEFYNER Content may not be used to construct any kind of database.

USER GENERATED CONTENT

You understand that all information, including your name and email address; data, including your IP address and other personally and non-personally identifiable information we collect about you through the Service, including information we collect from your social media profiles if you access the Service through our social media channels; or other content of any kind, uploaded, posted, made available, shared or transmitted by you or another user to or through the Service (each and all of the foregoing, “User Content”) is the sole responsibility of the person from whom such User Content originated. We do not control such User Content and do not make any guarantee whatsoever related to such User Content. By using the Service, you may be exposed to User Content, as well as material uploaded, posted, made available, shared or transmitted to or through the Service by us, that is offensive, indecent or objectionable. Under no circumstances will we be liable or responsible in any way for any claim related to such User Content or material.
While we have no obligation to review, monitor, display, accept or exploit User Content, we may, in our sole discretion, delete , move, re-format, edit, alter, distort, remove or refuse to exploit User Content at any time, for any reason, without notice or liability to you or any other party.
By submitting or posting your User Content to or on the Service, you grant us, and our affiliates, agents, third party partners, and assignees a non-exclusive, irrevocable, sublicensable and royalty-free license in perpetuity throughout the universe to host, display, transmit, distribute, reproduce,modify, edit, translate, create derivative works from, store, archive, cache, sell,sublicense and otherwise your User Content in any and all manner and media, whether now known or hereafter devised, and you release all moral rights and similar rights in and to your User Content.You further perpetually and irrevocably grant DEFYNER the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligation, remuneration or attribution of any kind to you or anyone else.
You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms of Use; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms of Use and grant DEFYNER these licenses. Upon DEFYNER’s request, you will furnish DEFYNER any documentation, substantiation or releases necessary to verify your compliance with these Terms of Use. DEFYNER reserves the right to remove any User Content from the Service or our social media channels at any time in our sole discretion.

YOUR CONDUCT

You will not use the Service to: violate any law or encourage or provide instructions to another to do so; upload, post, make available or otherwise transmit any User Content that is unlawful (including, without limitation, User Content that infringes or violates any patent, trademark, trade secret, copyright, right of publicity or other right) or User Content that is confidential, harmful, threatening, harassing, abusive, inflammatory, tortious, defamatory, libelous, vulgar, obscene, pornographic, invasive of another’s privacy or racially, ethnically or otherwise objectionable; misrepresent your identity; upload, post, make available or otherwise transmit that User Content containing unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, pyramid schemes, or any other form of solicitations; upload, post, make available or otherwise transmit any User Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software, hardware or telecommunications equipment; act in a manner that negatively affects other users’ ability to use the Service; collect or store personal data about anyone; display, transmit, distribute, reproduce, modify, edit, create derivative works from, store, archive, cache, sell or offer for sale the Service, DEFYNER Content or any element thereof.

FTC DISCLOSURE

You acknowledge that: (i) we may receive from marketers free products that we review or discuss in our content and (ii) we may receive compensation in connection with advertisement or stories regarding run advertisements or stories on our sites concerning some of those products or companies that sell them (and other products sold by such companies) for which we sometimes receive compensation.

LINKS TO THE SERVICE

We reserve the right to revoke any link to any page of the Service or our social media channels in oursole discretion without notice. We also reserve the right to require that you obtain our prior written consent before you provide any links to any page or social media page of the Service.

THIRD PARTY LINKS

We may provide, or third parties may provide, on or through the Service,links to other websites or resources. You acknowledge and agree that we have no control over such sites and resources, are not responsible for the availability of such external sites or resources, and do not endorse nor are we responsible for or liable for any losses, expenses or damages, to you or your software, hardware or data, arising out of the operations of such external sites or resources. These links sites are for your convenience only, and you access them at your own risk, regardless of whether or not we receive compensation, commission or share of revenues generated by purchases via such links. YOUR COMMUNICATIONS AND DEALINGS WITH THIRD PARTIES THROUGH SUCH LINK INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH COMMUNICATIONS AND DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.

SERVICE MODIFICATION OR TERMINATION

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. We will not be liable to you or to any third party for any such modification, suspension or discontinuance of the Service.
We may at our sole discretion, under any circumstances, for any or no reason whatsoever and without prior notice to you, immediately terminate your access to the Service. We will not be liable or responsible to you or any third party for such termination.

DISCLAIMERS

THIS SERVICE IS AVAILABLE “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS.” YOU USE THE SERVICE AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, DEFYNER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, PARTNERS AND AFFILIATES:
(A) DO NOT WARRANT THAT THIS SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE NEWS, INFORMATION OR OTHER MATERIALS AVAILABLE THROUGH THIS SERVICE;
(B) DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS SERVICE OR ANY INFORMATION OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH THIS SERVICE (REGARDLESS OF WHETHER DEFYNER HAS RECEIVED PAYMENT IN CONNECTION THEREWITH);
(C) DO NOT MAKE ANY REPRESENTATIONS, NOR DO WE ENDORSE THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED OR DISTRIBUTED IN THIS SERVICE OR AVAILABLE THOUGH LINKS IN THIS SERVICE;
(D) THE CONTENT AVAILABLE ON OR THROUGH THIS SERVICE IS IN NO WAY INTENDED TO AND WILL NOT BE CONSTRUED TO: (i) CONSTITUTE PROFESSIONAL MEDICAL, HEALTH, LEGAL, TAX, OR FINANCIAL ADVICE; (ii) DIAGNOSE, CURE, OR TREAT ANY MEDICAL, HEALTH OR OTHER CONDITION. ALWAYS SEEK THE ADVICE OF A QUALIFIED PROFESSIONAL, OR (C) RECOMMEND, ENDORSE, OR ADVICE REGARDING ANY MEDICAL OR FITNESS PRODUCT, PROGRAM OR TREATMENT.
FURTHER, DEFYNER RESERVES THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THIS SERVICE. ALTHOUGH DEFYNER INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER DESTRUCTIVE MATERIALS TO THIS SERVICE, DEFYNER DOES NOT GUARANTEE OR WARRANT THAT THIS SERVICE OR MATERIALS THAT MAY BE DOWNLOADED FROM THIS SERVICE DO NOT CONTAIN SUCH DESTRUCTIVE FEATURES. DEFYNER IS NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES.

LIMITATION OF LIABILITY

DEFYNER IS NOT AND WILL NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, DAMAGES FOR LOSS OF PROFITS, REVENUES, BUSINESS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, DIRECTLY OR INDIRECTLY RELATED TO: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR INFORMATION; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE (INCLUDING, AS A RESULT OF BREACH ANY TERMS OF THESE TERMS OF USE), INCLUDING GOODS AND SERVICES PROVIDED BY THIRD PARTIES, INCLUDING ADVERTISERS, THAT ARE MADE AVAILABLE OR ADVERTISED OR SOLD THROUGH THIS SERVICE.
The Service is controlled and offered by DEFYNER from its facilities in The Netherlands. DEFYNER makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

INDEMNIFICATION

To the extent permitted by applicable law, you agree to indemnify, defend and hold harmless DEFYNER, its officers, directors, employees, agents, licensors, suppliers, partners and affiliatesfrom and against all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Use or any activity related to use of the Service (including negligent or wrongful conduct) by you or any other person accessing the Service via your DEFYNER account, email account(s), social media account(s) or ISP address. We reserve the right to take over the exclusive defense of any claim. This section will survive termination of your access to the Service.

GOVERNING LAW

These Terms of Use and the relationship between you and DEFYNER will be governed by the laws of The Netherlands. Any dispute relating in any way to your use of the Service will be submitted to confidential arbitration in Amsterdam, The Netherlands, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court in The Netherlands and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these Terms of Use will be conducted under the rules then prevailing of the Dutch Arbitration Association (DAA). The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use will be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise. Any claim or cause of action arising out of or related to the use of the Service or these Terms of Use must be filed within one year after such claim or cause of action arose or be forever barred. Any claim by you that may arise in connection with these Terms of Use will be compensable by monetary damages and you will in no event be entitled to injunctive or other equitable relief. You also hereby expressly waive any right to resort to any form of class action.

MISCELLANEOUS

These Terms of Use constitute the entire agreement between you and us and govern your use of the Service. These Terms of Use supersede any prior agreements between you and us with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use other services, affiliate services, or third-party services. These Terms of Use are fully assignable by us and will be binding upon and inure to the benefit of our successors and assigns. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use. Our failure to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the court should nevertheless endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use will remain in full force and effect. The headings in these Terms of Use are for convenience only and have no legal or contractual effect.

The following are from our partner(s) and are incorporated by reference to our Terms of Use:

Associated Press text, photo, graphic, audio and/or video material shall not be published, broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any medium. Neither these Associated Press materials nor any portion thereof may be stored in a computer except for personal and non-commercial use. Users may not download or reproduce a substantial portion of the Associated Press material found on this web site. Associated Press will not be held liable for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damages arising from any of the foregoing.

The effective date is 10/09/2016.

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