User Agreement ("Agreement") is made by and between Lukol Networks ("FreakingNews.com")
and you ("you" or "your"). This Agreement contains the terms
and conditions that govern your use of this Web Site.
BY CLICKING THE "I
AGREE" BUTTON OR ACCESSING OR USING ANY PART OF THIS WEB SITE, YOU AGREE
THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT FOR ALL
PAST, PRESENT AND FUTURE USES BY YOU OF THE FreakingNews.com WEBSITE. IF YOU
DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF
THIS WEB SITE. FreakingNews.com RESERVES THE RIGHT TO MAKE CHANGES TO THIS
AGREEMENT AT ANY TIME. CONTINUED USE OF ANY PART OF THIS WEB SITE CONSTITUTES
YOUR ACCEPTANCE OF SUCH CHANGES. ACCORDINGLY, YOU SHOULD REVIEW THIS AGREEMENT
FROM TIME TO TIME TO BECOME FAMILIAR WITH SUCH CHANGES.
Service" means all of the services that FreakingNews.com offers on the FreakingNews.com
Web Site, including, without limitation, the "E-Commerce Service," the
"Manufacturing Service" and the "Subscription Service," and
all technology, processes and materials used to provide such services.
1.2 "FreakingNews.com Web
Site" means the web site located at the domain names "FreakingNews.com"
and at such other domain names used to identify web sites on which FreakingNews.com
may offer the FreakingNews.com Service.
Service" means the portions of the FreakingNews.com Service that are
accessible over the Internet.
Service" means the manufacturing service offered by FreakingNews.com that
enables FreakingNews.com Members to customize and print Products for their
1.5 "Member" means
any person or entity who opens and maintains an account with FreakingNews.com.
1.6 "Product" means
any product designed, manufactured, marketed or sold using the FreakingNews.com
1.7 "Site" means a
site created and maintained on the FreakingNews.com Web Site.
means any person or entity who opens and maintains a Site.
Service" means FreakingNews.com's fee-based subscription service that contains
additional premium features that enable Siteowners to upgrade and customize
2. General Rules
2.1 You will comply with all
of the terms and conditions of this Agreement and all applicable laws,
regulations and rules when you use the FreakingNews.com Service, whether you just
browse the FreakingNews.com Web Site, use its freely-available services, enter
contests as a Member, create websites as a Member, purchase Products as a Member
or operate a Site as a Siteowner. You can read the complete guidelines here.
2.2 FreakingNews.com will only
provide the FreakingNews.com Service to persons and entities who can form legally
binding contracts under applicable law. Without limiting the foregoing, minors
may not use the FreakingNews.com Service.
2.3 FreakingNews.com may modify
the FreakingNews.com Service at any time with or without notice to you.
2.4 If FreakingNews.com
determines, in its sole and absolute discretion, that you will breach a term or
condition of this Agreement by uploading, designing, manufacturing, marketing or
selling a Product that infringes the rights of others or otherwise does not meet
the standards of FreakingNews.com, FreakingNews.com may cancel any order for such
Product without any liability to you or any third party.
3. Opening an Account
3.1 To become a Member, you
must open an account with FreakingNews.com through its online registration process.
Only Members have the right to purchase Products, become Siteowners and use
certain portions of the FreakingNews.com Service.
3.2 To become a Siteowner, you
must open and maintain a Site using the FreakingNews.com Service. Only Siteowners
have the right to design, manufacture, market or sell Products and use certain
portions of the FreakingNews.com Service.
3.3 You must provide FreakingNews.com
with accurate and complete contact and payment information if you open an
account with FreakingNews.com. You must promptly notify FreakingNews.com if any of
this information changes.
3.4 You will need to select a
password if you open an account. You will be responsible for all use of your
password, including, without limitation, any use by any unauthorized third
party. You must notify FreakingNews.com immediately if you believe your password
has been or may be obtained or used by any unauthorized person or entity. In
addition, you must notify FreakingNews.com immediately if you become aware of any
other breach or attempted breach of the security of the FreakingNews.com Service.
4. Your Conduct
4.1 Generally, you must use
the FreakingNews.com Service in a manner that demonstrates good taste and respect
for the rights of FreakingNews.com and third parties. You can read the complete
4.2 If you open a Site, you
will be solely and exclusively responsible for ensuring that the Site, its
contents and the contents of any web sites linked to your Site, are in
compliance with the terms and conditions of this Agreement and all applicable
laws, regulations and rules.
4.3 You will not use the FreakingNews.com
Service to post content or to design, manufacture, market or sell a Product that
(i) infringes the rights of a third party, including, without limitation,
copyrights, trademarks, patents, trade secrets, rights of privacy and publicity,
(ii) is generally offensive
or in bad taste.
4.4 You will not (i) use
"spam," "blast-faxes" or recorded telephone messages to
market or sell Products, (ii) interfere with the FreakingNews.com Service by using
viruses or any other programs or technology designed to disrupt or damage any
software or hardware, (iii) modify, create derivative works from, reverse
engineer, decompile or disassemble any technology used to provide the FreakingNews.com
Service, (iv) use a robot, spider or other device or process to monitor the
activity on or copy pages from the FreakingNews.com Web Site, (v) collect
electronic mail addresses or other information from third parties by using the FreakingNews.com
Service, (vi) impersonate another person or entity, (viii) engage in any
activity that interferes with any third party's ability to use or enjoy the FreakingNews.com
Service or (ix) assist any third party in engaging in any activity prohibited by
5. Terms of Upload. You
agree to follow the Freaking News guidelines
that govern uploading.
6. Intellectual Property
6.1 FreakingNews.com will solely
and exclusively own all intellectual property and other rights, title and
interest in and to the FreakingNews.com Service, and FreakingNews.com will have the
sole and exclusive right to obtain trademark and copyright registrations,
patents and other protection therefore. You will not acquire any right, title or
interest in any rights of FreakingNews.com under this Agreement or otherwise.
6.2 You hereby grant to FreakingNews.com
an unlimited non-exclusive, royalty-free right, to utilize any content submitted to FreakingNews.com including but not limited to your trademarks,
trade names, designs, images, logos and other creative works
(collectively referred to as "Party Marks") in connection with the
advertising, promotion, production and sale of the products and services you
choose to sell in accordance with this Agreement.
6.3 You grant FreakingNews.com
permission to reproduce your Party Marks in FreakingNews.com marketing,
advertising and other uses, provided FreakingNews.com credits you as
actual owner of the Party Marks on the Freaking News website within a reasonable period of time subsequent to submission.
Content submitted to FreakingNews.com contests wherein there exists a time limit on the contests' duration
may not be credited to you until the contest has officially expired. Contest expiration is determined at the sole
discretion of FreakingNews.com. A reasonable period of time subsequent to submission may take into account,
but is not limited to, the expiration date of contests.
6.4 If you submit content to FreakingNews.com
(on a message board, in connection with your participation in a FreakingNews.com
contest, or otherwise) you hereby grant FreakingNews.com an unrestricted and unlimited license
to use such content (or any portion thereof) on the FreakingNews.com Web Site, in email
"newsletters" or other promotional materials (collectively referred to as "Promotions")
to promote or advertise any of your Sites or the FreakingNews.com
Service, or to republish such content on the FreakingNews.com site or affiliates' sites, as the company
sees fit, with or without identifying the content as yours on the Promotions, provided that your content is is
identified as yours on the Freaking News website within a reasonable period of time subsequent to submission to FreakingNews.com.
6.5 Images and artwork you
created with FreakingNews.com software and/or web services may be used on your Web
site, or any other reproduction, provided the images and artwork are used to
represent the services provided by FreakingNews.com.
6.6 FreakingNews.com does reserve the right to
merge it's logo or other messages onto your submitted content for display on its website and other services.
6.7 If you submit content to FreakingNews.com, you hereby grant FreakingNews.com an unrestricted and unlimited license
to print and sell the content on Products (including, but not limited to prints,
mouse pads and t-shirts), in accordance with the following terms:
- You will have the ability to opt out of future sales via this
service at any time, via your User Preferences
- You will receive a maximum
of 50% of net profits resulting from the sale of any Product with your
content on it. Net profits will be determined by FreakingNews.com at its sole
discretion, but equals approximately 25-30% of the Products' retail price.
- Royalties will accumulate
in your account and will be distributed in six(6) week cycles to all those
with a minimum balance of $25 in their accounts. Payment will be sent only
via the method selected on the User
- If your account is active
and has still not reached the minimum royalties quota of $25 after four(4)
billing cycles have passed, FreakingNews.com will pay you in site credits (for
use in entering contests).
- If your account is not
active and has still not reached the minimum royalties quota of $25 after
four(4) billing cycles have passed, FreakingNews.com will charge you a
processing fee equal to the amount of royalties currently in your
- If you do not list valid
payment information, FreakingNews.com will charge you a processing fee equal to
the amount of accumulated royalties currently in your account.
- If you use this service in
conjunction with any illegal activities, including but not limited to,
(deliberately uploading another entities intellectual property without
authorization, or spamming), FreakingNews.com will
charge you a processing fee equal to the amount of accumulated royalties
currently in your account and reserves the right to terminate your account
and pursue legal action against you.
- If FreakingNews.com terminates
your account for any reason, at its sole discretion, FreakingNews.com will
charge you a processing fee equal to the amount of accumulated royalties
currently in your account and will no longer offer your Products for sale.
6.8 Should the publicity
afforded you via the FreakingNews.com web site result in a commercial solicitation for any material you have uploaded to the
FreakingNews.com site or for future material, you are obligated to inform us and to pay Freaking News the following:
- 25% of the resulting gross transaction costs.
- 10% of all future transactions from this client for a period of 1 year.
6.9 You are not required to inform us or pay the royalties listed in
6.8(a) or 6.8(b) for any transactions that were not directly due to your work
being discovered on the FreakingNews.com website. This includes but is not limited
to your personal website or portfolio. Your duty to FreakingNews.com under 6.8 of
this agreement only arises when our publicity benefits you first. If content you
have uploaded to FreakingNews.com is first found by a client in your
non-FreakingNews.com personal portfolio or in your FreakingNews.com subscriber
portfolio, you are not bound to pay us.
7. Representations and
7.1 Each party represents and
warrants to the other party (i) that it has the full power and authority to
enter into and perform under this Agreement, (ii) the execution and performance
by it of its obligations under this Agreement do not constitute a breach of or
conflict with any other agreement or arrangement by which it is bound, or any
applicable laws, regulations or rules, and (iii) this Agreement is a legal,
valid and binding obligation of the party executing this Agreement, enforceable
in accordance with its terms and conditions.
7.2 You represent and warrant
to FreakingNews.com that any content you submit to FreakingNews.com and any Product
that you design, manufacture, market or sell using the FreakingNews.com Service
will not infringe the copyright, trademark, patent, trade secret, rights of
privacy and publicity or other legal right of any third party.
8. DISCLAIMERS, EXCLUSIONS
8.1 FreakingNews.com PROVIDES THE
FreakingNews.com SERVICE ON AN "AS IS" BASIS. FreakingNews.com DOES NOT
REPRESENT OR WARRANT THAT THE FreakingNews.com SERVICE OR ITS USE (i) WILL BE
UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR
REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR
SOFTWARE YOU USE. FreakingNews.com MAKES NO WARRANTIES OTHER THAN THOSE MADE
EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.
8.2 THE THIRD-PARTY LINKS,
SERVICES, RESOURCES AND INFORMATION THAT FreakingNews.com PROVIDES ON OR MAKES
AVAILABLE THROUGH THE FreakingNews.com WEB SITE ARE NOT CONTROLLED BY FreakingNews.com.
ACCORDINGLY, FreakingNews.com MAKES NO WARRANTIES REGARDING SUCH THIRD-PARTY
SERVICES, RESOURCES AND INFORMATION, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL
NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SERVICES,
RESOURCES OR INFORMATION.
8.3 FreakingNews.com WILL NOT BE
LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST
DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE
OF THE FreakingNews.com SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
8.4 EXCEPT FOR A BREACH OF A
PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT OR IN CONNECTION
WITH YOUR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL THE
LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER
OF (i) THE AMOUNT PAID BY FreakingNews.com TO YOU DURING THE SIX MONTHS IMMEDIATELY
PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.
9. Indemnification. You
will indemnify and hold FreakingNews.com and its employees, representatives,
agents, affiliates, directors, officers, managers and shareholders (the
"Indemnified Parties") harmless from any damage, loss, cost or expense
(including without limitation, attorneys' fees and costs) incurred in connection
with any third-party claim, demand or action ("Claim") brought against
any of the Indemnified Parties insofar as such Claim alleges facts or
circumstances that would constitute a breach of any provision of this Agreement
by you. If you are obligated to provide indemnification hereunder, FreakingNews.com
may, in its sole and absolute discretion, control the disposition of any Claim
at your sole cost and expense. Without limitation of the foregoing, you will not
settle, compromise or in any other manner dispose of any Claim without the
consent of FreakingNews.com. If you are obligated to provide indemnification
hereunder, FreakingNews.com may withhold any payment it is otherwise required to
make to you under Section 5 as a set off against your indemnity obligations.
10. Third-Party Services. FreakingNews.com
may use third-parties to provide certain services that you may link to from FreakingNews.com.
For example, the FreakingNews.com site uses the PayPal.com website to conduct
policies. You will be governed by such terms and policies as well as the terms
of this Agreement.
11. Additional Terms. The
following agreements, rules and policies contain additional terms and conditions
that govern your use of the FreakingNews.com Service. FreakingNews.com reserves the
right to make changes to such agreements, rules and policies at any time.
Continued use of any part of the FreakingNews.com Service constitutes your
acceptance of such changes. Accordingly, you should review such agreements,
rules and policies from time to time to become familiar with such changes. If
the terms of any of the following conflict with the terms of this Agreement, the
terms of this Agreement will govern and be given precedence.
11.1 FreakingNews.com may conduct
contests in accordance with its Contest
12.1 In its sole and absolute
discretion, with or without notice to you, FreakingNews.com may (i) suspend or
terminate your use of the FreakingNews.com Service, (ii) terminate your account,
(iii) remove any of your Images, Websites or Sites from FreakingNews.com's servers
and (iv) prohibit you from opening any new Websites, Sites or creating new
12.2 If you are a Member, you
may terminate your account for any reason at any time by contacting
us of your intention. We reserve the right to site, maintain and display all
images uploaded by you in the past, even if you terminate your account.
12.3 This Agreement will
survive indefinitely unless and until FreakingNews.com chooses to terminate it,
regardless of whether any account you open is terminated by you or FreakingNews.com.
12.4 If you or FreakingNews.com
terminate your account, or if FreakingNews.com takes any action pursuant to Section
12.1, FreakingNews.com may delete any web sites, web pages, files, graphics or
other content or materials relating to your use of the FreakingNews.com Service on FreakingNews.com's
servers or otherwise in its possession and FreakingNews.com will have no liability
to you or any third party for doing so. If you or FreakingNews.com terminate your
account you must immediately remove all links to the FreakingNews.com Web Site from
any web sites you operate and cease representing yourself as a Member and/or Siteowner.
13. Notices. All
notices required or permitted to be given under this Agreement will be in
writing and delivered to the other party by any of the following methods: (i)
hand delivery, (ii) certified U.S. mail, return receipt requested, postage
prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to
FreakingNews.com, you must use the address first set forth above or the following
email address: admins@FreakingNews.com.
If FreakingNews.com provides notice to you, FreakingNews.com must use the contact
information provided by you to FreakingNews.com. All notices will be deemed
received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if
by delivery by U.S. mail, on the date of receipt appearing on the return receipt
card, (iii) if by overnight courier, on the date receipt is confirmed by such
courier service, or (iv) if by electronic mail, 24 hours after the message was
sent, if no "system error" or other notice of non-delivery is
14. Miscellaneous. This
Agreement will be binding upon each party hereto and its successors and
permitted assigns, and governed by and construed in accordance with the laws of
the State of New York without reference to conflict of law principles. Any
action or proceeding to enforce this Agreement will be brought in the federal or
state courts located in NY, New York. This Agreement will not be assignable or
transferable by you without the prior written consent of FreakingNews.com. This
Agreement (including all of the agreements, rules and policies described in
Section 11, which are hereby incorporated herein by this reference) contains the
entire understanding of the parties regarding its subject matter, and supersedes
all prior and contemporaneous agreements and understandings between the parties
regarding its subject matter. No failure or delay by a party in exercising any
right, power or privilege under this Agreement will operate as a waiver thereof,
nor will any single or partial exercise of any right, power or privilege
preclude any other or further exercise thereof or the exercise of any other
right, power, or privilege under this Agreement. You and FreakingNews.com are
independent contractors, and no agency, partnership, joint venture,
employee-employer relationship is intended or created by this Agreement. The
invalidity or unenforceability of any provision of this Agreement will not
affect the validity or enforceability of any other provision of this Agreement,
all of which will remain in full force and effect.