User Agreement:

Welcome to SayBad.com’s User Agreement. This Agreement describes the terms and conditions applicable to you and all other people (collectively referred to herein as “Users”) for the use of our site and services at SayBad.com (herein referred to as “the site”). Please read this User Agreement carefully, because by using the site, Users automatically agree to be bound by these Terms. As a User, if you do not agree to be bound by this User Agreement, you must exit the site immediately. Your continued use constitutes your agreement to be bound by the terms of the User Agreement. If you have any questions regarding the use of this site or the terms of the User Agreement, please contact us at contact [@] SayBad.com.

Please be advised that we may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective 7 days after they are initially posted on our site. This Agreement may not be otherwise amended. You will be informed of the date of any amendments to this Agreement. All information gathered from Users by this Site will be governed by SayBad.com’s Privacy Policy, which is incorporated in this User Agreement by reference. If there is a conflict between the terms of the SayBad.com’s Privacy Policy and this Agreement, the terms of SayBad.com’s Privacy Policy prevail over the terms of this Agreement. Please take a minute to read the Privacy Policy so that you understand how we treat personally identifiable information.

Eligibility:

SayBad.com is intended for people 18 or over. We are also strong supporters and maintain strict compliance with the Rules and Regulations set forth thereunder. That being said, we do not assume any responsibility for any misrepresentations regarding your age or parental consent when using this site.

Additionally, all of our services are available only to individuals who can form legally binding contracts under applicable law. If you do not qualify for particular services, you may not use them. We do not assume any responsibility for any misrepresentations regarding your age or parental permission to use this site and we will not honor any agreements made by any misrepresentations, fraud or falsities.

Our Services and Software:

Our services (“Services”) consist of providing and maintaining an internet-based software application (the “Software”) for your use. Our Site, our Software, and our Services are all intended to provide you with a platform to engage in use of the Site.

Indemnification:

You agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, shareholders, customers, suppliers, service providers, agents, and employees harmless from and against any claim or demand, including reasonable attorneys fees, which may be due to any third party arising out of your breach of this Agreement, your breach of any applicable terms and conditions or policies of any Third Party Marketplace Site, or your violation of any law or the rights of any third party.

Member Code Of Conduct:

Except for that set forth in the Privacy Policy, all information, data, text or other content whether publicly posted or privately transmitted is the property of SayBad.com.

The SayBad.com staff can, whenever they feel like it, for any reason or no reason at all, edit or delete any content displayed on, uploaded to, distributed or otherwise published through the site. Users are entirely responsible and liable for all of their activities on the site. Listed below are some, but not all, violations that may result in termination of a user’s access to the site. By using this site, users agree not to do any of the following:

1. Upload, post, email or otherwise transmit any content that is illegal.
2. Invade another User’s privacy. This includes revealing another User’s password, phone number, address or any other personally identifiable information. SayBad.com discourages users from revealing their personal information to anyone they don’t know.
3. Harass, stalk or send unwanted messages.
4. Transmit or solicit extremely sexually explicit messages or text.
5. Impersonate another user or a member of the SayBad.com staff.
6. Post or send messages that tell other members how to potentially harm themselves or others.
7. Post off topic messages.
8. Transmit unsolicited messages that advertise or link to businesses, sites, programs or other unauthorized commercial ventures. This includes junk mail, spam, bulk mailings, unauthorized promotional materials and pyramid schemes.
9. Upload, post, email or otherwise transmit any content that they do not have a right to transmit under any law or contractual relationship. This includes proprietary and confidential information learned as part of employment relationships or under nondisclosure agreements, and any other inside information.
10. Transmit anything that violates any patent, trademark, copyright or other proprietary rights of another party.
11. Upload, post, email, fax or otherwise transmit material that contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or equipment.
12. Interfere with the site’s servers or networks, or disobey any requirements, procedures, policies or regulations of networks connected to SayBad.com
13. Intentionally or unintentionally violate any applicable local, state, national or international law.

Users who engage in any of the conduct listed above may be subject to suspension or termination from eligibility to use this site or criminal prosecution. SayBad.com considers any interference with its site a very serious matter and will prosecute any such individuals to the fullest extent allowable by law.

Registration:

No registeration is required.

Information Provided by Users:

Users are responsible for providing accurate, timely and complete information to us in connection with their registration for and use of the Site. SayBad.com is not responsible for any claims relating to any inaccurate, untimely or incomplete information provided to us. Users represent and warrant that they are the owner or a licensee or otherwise have the right to provide any information or materials (including pre-existing materials) that they post or transmit for use in public areas on the Site. Users hereby grant SayBad.com an irrevocable, royalty-free, perpetual, non-exclusive worldwide license to use, sell, copy, display, modify, edit, publish or create derivative works from and distribute any information or materials they post in any Public Areas.

As set forth in SayBad.com’s Privacy Policy, pursuant to the terms set forth herein as well as the terms set forth in the Communications Decency Act (“DCA”) any submissions to Public Areas will be public, and SayBad.com will not be responsible for the action of other Users with respect to any information or materials posted in Public Areas.

Your Access to the Site:

Only Administators are authorized to use certain sections of the site. Access to and use of those areas is restricted to authorized Users only. Unauthorized individuals attempting to access these areas may be subject to prosecution.

Password and Security:

Each User is responsible for keeping his or her password secret. If someone who says they are SayBad.com staff asks for any personal information, including password, check their URL. If it doesn’t say they are contact [@] SayBad.com, they’re not, notify SayBad.com immediately. SayBad.com is not liable for any loss or damage resulting from your failure to comply with these recommendations. Please see the Security section of SayBad.com’s Privacy Policy for more detail.

Permitted Use:

Users may make a single copy of pages from the Site or of any other content or graphics that SayBad.com has expressly stated you may copy on their hard drive or in print for their own personal, non-commercial use. No other use of information is authorized. In consideration of this authorization, Users agree that any copy of these materials will retain all copyrights, trademarks and other proprietary notices owned by SayBad.com in the same form and manner as on the original.

User Conduct:

Users agree to abide by the SayBad.com Member Conduct Code, which is incorporated in this User Agreement by reference, at all times. Any conduct by Users that violates the SayBad.com Member Conduct Code in any way may result in the suspension or termination of their access to the Site, at SayBad.com’s sole discretion, in addition to any other remedies set forth herein or otherwise applicable in law or equity.
Public Content:

All areas of the Site are public and not private communications. SayBad.com does not endorse chat, postings, conferences and other communications by Users, and such communications shall not be considered, reviewed, screened or approved by SayBad.com. Anytime users upload to, distribute content or publish through SayBad.com, they grant SayBad.com the right to edit, copy, remove, distribute, create derivative works from and publish such content in any form and medium, whether electronically or in hard copy, and whether alone or as part of a collective work. Users shall retain, however, whatever other rights they have in pre-owned elements of such content.

Users acknowledge that any information they post in publicly accessible areas such as SayBad.com home pages, can be seen by anybody. It is the Users’ responsibility to protect themselves while on SayBad.com, as SayBad.com is not liable for anything that occurs as a result of voluntary communication of personal information.

Please see the “With whom does SayBad.com share information?” section of SayBad.com’s Privacy Policy for more details.

Your Information:

“Your Information” is defined as any information you provide to us or other users in any public area , through any e-mail feature or through traditional mail. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. With respect to Your Information:

Your Information (or any items or contents listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, shall be posted only in the appropriate areas of the Site and shall be distributed only to people legally permitted to receive such content; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other partners or suppliers.

Ownership of Material:

Solely to enable SayBad.com to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. SayBad.com will only use Your Information in accordance with our Privacy Policy.

Moderation and Termination:

SayBad.com reserves the right, but is not obligated, to moderate content available through SayBad.com. Authorized SayBad.com staff can remove content, without notice, that they feel, in their sole discretion, violate SayBad.com’s Terms of Use or the rules posted for individual services. SayBad.com also reserves the right to remove content and/or access to: (a) comply with legal process; (b) protect the rights, property or personal safety of SayBad.com, our Users or the public; (c) respond to claims that any content violates the rights of third parties.

Users acknowledge and agree that SayBad.com may suspend or terminate their access or use of the Site without prior notice if they engage in conduct that SayBad.com, in its sole discretion, believes violates any term or provision of this User Agreement, otherwise violates the rights of SayBad.com or third parties or is otherwise inappropriate for continued access and use of the Site. Users further acknowledge and agree that SayBad.com may suspend or terminate their access and use of the Site at any time, with or without cause, in SayBad.com’s absolute discretion and without notice. The relevant version of this User Agreement shall apply to all prior use of the Site. The following paragraphs of these Terms of Use shall survive termination of a User’s use or access to the Site: Paragraphs concerning Indemnification, Disclaimer of Warranties, Limitations of Liability applicable law and dispute resolution and any other provision that by its terms survives termination of a User’s use or access to the Site.

Please see the Information Retention Security section of SayBad.com’s Privacy Policy for more detail.

Links:

The Site may contain hyperlinks to web sites operated by parties other than SayBad.com Such hyperlinks are provided for reference and convenience only. SayBad.com does not control such web sites, and is not responsible for their content. Just because SayBad.com has hyperlinks to such web sites does not mean SayBad.com endorses any of the material on such web sites, or has any association with their operators.

Users further acknowledge that use of any Web site controlled, owned or operated by third parties is governed by the terms and conditions of use for those Web sites, and not by SayBad.com’s User Agreement or Privacy Policy. Links to external Web sites (including external Web sites that are framed by SayBad.com) or inclusions of advertisements do not constitute an endorsement by SayBad.com of such sites or the content, products, advertising or other materials presented on such sites, but are for User’s convenience. Users access them at their own risk. SayBad.com expressly disclaims any liability for any damages whatsoever incurred by any User in connection with the use of any web sites the access to which was found through this site.

Intellectual Property Rights:

All text, graphics, editorial content, data, formatting, graphs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively, “Proprietary Material”) that Users see or read on the Site is owned by SayBad.com or is used with permission. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. SayBad.com owns all Proprietary Material as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the Finland Copyright Act, as amended. With the exception of uses allowed under the section above called “Permitted Uses,” Users may not copy, download, use redesign, reconfigure or re-transmit anything from the SayBad.com Site without SayBad.com’s prior express written permission. Furthermore, Users are not allowed to post or distribute any material they do not own, or which they do not have permission to use. Violation of this policy may result in copyright, trademark or other intellectual property rights violations, and subject Users to termination from the use of this site or civil or criminal penalties.

In addition, the Site contains material protected by the domestic and international laws of copyright, patents or other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of SayBad.com and/or the relevant right holder.

Notice of Trademark Rights:

The service marks and trademarks SayBad.com and logos are owned by SayBad.com. Any other trademarks, service marks, logos and/or trade names appearing on the Site are the property of their respective owners. Users acknowledge the rights of SayBad.com and the respective third parties in those marks. Users may not copy or use any of these marks, logos or trade names without the prior written permission of the owner except as expressly allowed by these Terms of Use.

Copyright Complaints and Copyright Agent:

SayBad.com respects the intellectual property of others, and asks Users to do the same. SayBad.com is in compliance with the Digital Millennium Copyright Act. In order to protect intellectual property from misuse, we ask Users to help us. If Users believe, in good faith, that any materials on the Site infringe upon Users’ copyrights, please provide SayBad.com’s Copyright Agent with the following information:

1. An electronic or physical signature of the owner of the copyright or of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Site where the material that you claim is infringing is located. Include enough information to allow SayBad.com to locate the material and explain why you believe an infringement has taken place;
3. A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
4. Your address, telephone number and email address;
5. 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; and
6. A statement by you, made under penalty of perjury, that the information in your Notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

SayBad.com’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows:

By email: contact [@] SayBad.com

SayBad.com will terminate access to the Site of those who engage in repeated acts of infringement.

Indemnification:

By agreeing to the terms of the User Agreement, Users agree to indemnify, defend and hold harmless SayBad.com, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries and affiliates (collectively referred to herein as “SayBad.com and Affiliates”) from and against any and all claim, loss, expense or demand of liability, including attorneys’ fees and costs incurred by SayBad.com and Affiliates in connection with any claim by a third party (including any intellectual property claim) arising out of (i) materials and content Users submit, post or transmit through the Site, or (ii) use of the Site in violation of these Terms of Use or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defense of any such claims. SayBad.com and Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any such claim or matter without the written consent of SayBad.com. Users further agree to hold harmless SayBad.com and Affiliates from any claim arising from a third party’s use of information or materials of any kind that they post in a Public Area.

No Agency:

You and SayBad.com are not legally affiliated in any way by virtue of your membership or usage of SayBad.com’s site or intellectual property other then the terms and conditions stated in this User Agreement and no independent contractor, agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Disclaimer of Warranties:

USER EXPRESSLY AGREES THAT THE USE OF THE SITE IS AT USER’S SOLE RISK. NEITHER SayBad.com NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE SITE. THE SITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER COMPANY NOR ITS LICENSORS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THE INFORMATION APPEARING ON THE SITE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE INFORMATION. SayBad.com AND AFFILIATES DO NOT WARRANT THAT THE SITE IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS. COMPANY AND AFFILIATES TAKE REASONABLE MEASURES TO ENSURE THAT INFORMATION PROVIDED BY USERS IS DISCLOSED ONLY TO THOSE SPECIFIED BY USERS. SayBad.com CANNOT AND DOES NOT, HOWEVER, GUARANTEE THAT THE PERSONAL INFORMATION ENTERED BY USERS WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. USERS AGREE NOT TO HOLD SayBad.com ANY AND AFFILIATES LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION OR USE OF INFORMATION PROVIDED THROUGH THE SITE. COMPANY AND AFFILIATES ARE NOT AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE SITE

LIMITATION OF LIABILITY:

IN NO EVENT WILL SayBad.com, ITS AFFILIATES, VENDORS, SUPPLIERS OR BUSINESS PARTNERS BE LIABLE FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES OF ANY KIND, WHETHER IN AN ACTION UNDER THEORY OF CONTRACT, TORTIOUS CONDUCT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE. USERS’ SOLE REMEDY FOR DISSATISFACTION WITH SayBad.com IS TO STOP USING THE SITE. IF, FOR ANY REASON, THE FOREGOING LIMITATION IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR INAPPLICABLE UNDER THE CIRCUMSTANCES, YOU AGREE THAT SayBad.com’S AND AFFILIATES’ TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO THE HIGHER OF $1,000 OR THE LOWEST PERMITTED UNDER APPLICABLE LAW.

Release:

Because we are not involved in the actual contact between users, in the event that you have a dispute with one or more users, you release SayBad.com (and our officers, directors, agents, investors, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Information Control:

We do not control the information provided by other users which is made available through our system. You may find other user’s information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice reasonable care when using our site. Please note that there are also risks of dealing with foreign nationals, underage persons or people acting under false pretense. We cannot be held responsible for these risks. By using this web site and continuing its use, you release SayBad.com from any and all claims or controversies or damages of any kind that may arise as a result of the usage of this site as so set forth in the paragraph above.

General Provisions:

Failure by SayBad.com to enforce any provision(s) of this User Agreement shall not be construed as a waiver of any provision or right. These Terms of Use, and all other aspects of use of the Site, shall be governed by and construed in accordance with the laws of the Commonwealth of Finland, without regard to its conflict of laws rules. All claims and disputes arising out of these Terms or Use or use of the Site, other than action for specific performance or injunctive relief brought by SayBad.com, shall be exclusively brought in the federal, state or local courts located in Miami-Dade County, Florida; and, with regard to such claims and disputes, Users hereby irrevocably (i) submit to the exercise of personal jurisdiction over them by those courts, and (ii) waive any jurisdictional, venue, or inconvenient forum objections to such courts. These Terms of Use constitute the entire agreement between Users and SayBad.com with respect to the Site, and supersede all prior agreements or understandings, whether written or oral, between Users and SayBad.com with respect to the Site. If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining Terms of Use shall remain in full force and effect. These Terms of Use inure to the benefit of SayBad.com, its successors and assigns.