Terms | NonComplicated.com

NonComplicated Sdn Bhd Terms of Service

Last Updated: Feb 26, 2011

NonComplicated Sdn Bhd (“NonComplicated”, “we” or “us”) is an online service provider that provides a set of services and technology applications that enable users to create their own Networks utilizing our technology platform (the “NonComplicated Platform”). NonComplicated is not involved in the management of Networks on the NonComplicated Platform and is not involved in the decisions relating to the focus of Networks or the Content uploaded or published to Networks using the NonComplicated Platform. These are your Networks and, as a Network Creator, you are responsible for managing them in all respects (including the actions, conduct, and Content of Your Members) in compliance with these Terms of Service (“Terms of Service” or “Agreement”).

These Terms of Service contain general terms that apply to all users of the NonComplicated Platform whether they create, join or browse Networks. When using the NonComplicated Platform, you will also be subject to the NonComplicated Privacy Policy and additional posted guidelines, policies or rules applicable to specific services and features on the NonComplicated Platform, which may be posted by us from time to time (collectively, the “Guidelines”). All of these Guidelines are part of this Agreement and are hereby incorporated by reference.

The Terms of Service, including, the Other NonComplicated Terms and any Guidelines and future modifications (collectively the “Terms of Service” or “Agreement”) govern your use of the NonComplicated Platform and is a legal contract between you and NonComplicated.

The NonComplicated Platform is not directed to children younger than 18 and is offered only to users 18 years of age or older. If you are under 18 years old, please do not use the NonComplicated Platform. Any person who provides their personal information through the NonComplicated Platform represents to us that they are 18 years of age or older.

You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service. If you are using or creating a Network on the NonComplicated Platform as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms “you” and “your” in this Agreement refers to your company or legal entity.

By registering with us or using or browsing the NonComplicated Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you can stop using the NonComplicated Platform at any time.

1. Definitions

“Content” means (i) any work of authorship in a Network, including, comments, recommendations, forums, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages, tags and other content added to or submitted with any of the foregoing; (ii) other materials posted on or transmitted through any Network or the NonComplicated Platform. “Your Content” is any Content that you submit to a Network or the NonComplicated Platform, either as a Member or Network Creator (each as defined below). If you are a Network Creator, Your Content includes the name, logo, trademark, brand features and other Content that you make available. Content does not include Network Code or Platform Code.

“Members” are users who have registered with a particular Network on the NonComplicated Platform. “Your Members” are Members who have registered with Your Network.

“Networks” consist of Network Code and other Content and are web applications running on top of the NonComplicated Platform. Networks are created by Network Creators and are provided for their Members of that Network to interact and connect with other Members. Network features may include Member profiles, friends, invitations, discussion forums, photo sharing, video sharing, music and podcast sharing, events, latest activity streams, RSS feeds, pages, ratings, reviews, and recommendations, among others as well as Third Party Applications. If you are a Network Creator, “Your Network” is a Network created and operated by you on the NonComplicated Platform.

“Network Code” means the software code (i.e., HTML, Javascript, or PHP code) used to provide the functionality for a Network that is interpreted by the Platform Code (as defined below). Network Code consists of NonComplicated proprietary code, Third Party Software (as defined below), and may also consist of or interact with Your Code (as defined below), as applicable, but expressly excludes Platform Code.

“Network Creator” is a user who creates, manages and operates one or more Networks on the NonComplicated Platform. A Network Creator is by definition a Member of each of his or her Networks.

“Network Creator Management Page” is the web pages where Network Creators can manage their Networks and Members and view and manage Network Data.

“Network Data” means all data collected from a Network or Member and includes registration information, profile data, answers to Network profile questions, all Content and other information contributed by Members, and statistical information and analytics relating to usage and interactions within the Network.

“NonComplicated Product Plans” are the feature related services offered by NonComplicated for a fee initially available as NonComplicated Basic, NonComplicated Pro, and NonComplicated Enterprise.

“NonComplicated Support Services” are the support services provided by NonComplicated to Network Creators.

“NonComplicated Technology” means the past, present and future content of the NonComplicated Platform, including all software in any format (including the Platform Code and Network Code), hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, themes, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the NonComplicated Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the NonComplicated Platform and the NonComplicated Platform itself, including, the selection, sequence, and “look and feel” and arrangement of items on the NonComplicated Platform, and all NonComplicated Marks (as defined below), domain names, patents, and other intellectual property. NonComplicated Technology does not include Your Content.

“Platform Code” means the proprietary portion of the NonComplicated Platform that is used to interpret the Network Code and other services available on the NonComplicated Platform.

“Third Party Software” means software that is licensed to you by third parties, including software that is subject to so-called “open source” licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format, and including the GNU General Public License.

“Users” are all end users of the NonComplicated Platform, and include Network Creators, Members, Third Party Application Developers, and any unregistered users or browsers.

2. Creating Your Own Network

The NonComplicated Platform is designed to give Network Creators and their Members the freedom to create and control their own experiences on Networks. Subject to this Agreement, as a Network Creator, you are responsible for controlling and managing your Network in all respects and as between NonComplicated and you, you own all of Your Content, and Your Network Data. NonComplicated does not claim any ownership rights in Your Content, or Your Network Data. In addition, Members of Your Network are your responsibility and NonComplicated does not assume or accept any responsibility for the actions, conduct or Content of Your Members.

3. NonComplicated Product Plans, Support Services, Payment and Revenue Sharing and Sponsorship

NonComplicated Product Plans and Support Services

As a Network Creator, you must purchase a NonComplicated Product Plan for your Network. In addition, you may purchase upgrades from us. The categories and prices of the NonComplicated Product Plans and Support Services are described here and are subject to change from time to time. NonComplicated may choose to temporarily change the fees for the NonComplicated Product Plans for promotional or new services, and such changes are immediately effective when NonComplicated posts the temporary promotional event or new service on the NonComplicated Platform. Any changes to fees for the NonComplicated Product Plans or Support Services that are not temporary or promotional will be effective thirty (30) days after we provide you with notice by posting such changes on the NonComplicated Platform. The changes shall only apply prospectively to the NonComplicated Product Plans or Support Services you’ve purchased.

Payment

You are responsible for paying all fees and applicable taxes associated with the NonComplicated Product Plans in a timely manner with a valid payment method. You authorize NonComplicated or its third party payment providers to charge your credit card, charge card, debit card, PayPal, or financial institution account (herein “Payment Method”) for all charges to your accounts with NonComplicated. Your Payment Method will be charged the current fee for the NonComplicated Product Plan you choose on the date that you click on the purchase button in the ordering process. You agree that NonComplicated may automatically charge the fee to your Payment Method at the begining of each recurring period. For example, if you choose a NonComplicated Product Plan with a monthly plan, you will be billed every month on the anniversary date of the date you clicked the purchase button. Additionally, we may offer a pre-pay payment option for payment of NonComplicated Product Plans (“Pre-Payment Plan”). If you opt for a Pre-Payment Plan, your Payment Method will be charged the then-current fee for that NonComplicated Product Plan at the commencement of each initial period and renewal period.

You acknowledge and agree that any credit card and related billing and payment information that you provide to NonComplicated may be shared by NonComplicated with companies who work on NonComplicated’s behalf, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to NonComplicated and servicing your account. The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution providing such Payment Method. You agree to pay NonComplicated all charges incurred under your account for any NonComplicated Product Plan in which you or anyone else who uses your account enroll in accordance with this Agreement. If your Payment Method fails or your account is past due, (a) you agree to pay all amounts due on your account upon demand, (b) NonComplicated may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (c) NonComplicated reserves the right to either suspend or terminate your NonComplicated Product Plans, or your account with NonComplicated, including deletion of your Network (and all your Contents) from the NonComplicated Platform.

Cancellation or Termination of Your Network Owner Account

If you choose to cancel your Account, we may delete your proprietary content from the servers where they were previously stored as part of the Service in which event that content cannot be subsequently retrieved. However, we may retain your Account registration details where required or otherwise permitted by law.

It is your sole responsibility to cancel your network Account properly, using our cancellation procedure. Cancellations must be done in writing via submitting a support ticket. Once we receive your cancellation and have confirmed all necessary information with you via e-mail, we will inform you in writing (typically email) that your account has been canceled. Your cancellation confirmation will contain a ticket/tracking number in the subject for your reference, and for verification purposes. You should immediately receive an automatic “Your request has been received…” email with a tracking number. An employee will confirm your request (and process your cancellation) shortly thereafter. If you do not hear back from us, or do not receive the automatic confirmation email within three (3) business day after submitting your cancellation, please contact us immediately via phone. We require that cancellations of service are done through the online form to (a) confirm your identity, (b) confirm in writing you are prepared for all files/emails to be removed, and (c) document the request. This process reduces the likelihood of mistakes, fraudulent/malicious requests, and ensures you are aware that the files, emails, and account may be removed immediately after a cancellation request is processed.
All User data and Account data relating to a cancelled network Account, as well as any content made available in or on the applicable Network, will no longer be accessible by means of the Service following the effective date of cancellation. Please be advised that none of the content posted in or on your Network on or before the effective date of cancellation will be able to be accessed or recovered by you or any Users once your network Account is cancelled. NonComplicated shall have no obligation or liability to you with respect to the deletion or loss of any such User and account data or any Network content.

If you cancel your network Account before the end of the then-current paid-up month, your cancellation will take effect immediately and you will not receive a refund or credit for the unused portion of such month.

You acknowledge and agree that the cancellation of your network Account(s), Network(s) and related payment plan(s) and service(s) offered by NonComplicated hereunder is your sole right and exclusive remedy with respect to any dispute that you may have with NonComplicated (or any of its affiliates) that relate in any manner to the Service, including, without limitation, any dispute arising from or in connection with
a. the Terms or any of NonComplicated’s policies, rules, regulations, or guidelines relating to the Service;
b. your ability or inability to access and/or use the Service;
c. the fees and related charges, taxes, duties, billing methods or procedures, or any changes with respect to any of the foregoing; and
d. the content (including, without limitation, any related data and information) displayed or otherwise made available as part of or otherwise in connection with the Service.

Revenue Sharing and Sponsorship

From time to time, NonComplicated or third parties may offer you the opportunity to revenue share from applications or services made available to Your Networks and Members via the NonComplicated Platform or the opportunity to qualify for sponsorship programs to defray the cost of fees incurred as a result of your use of the NonComplicated Platform. Your participation in any such revenue sharing or sponsorship opportunities is at your sole discretion and risk and NonComplicated shall not be liable for any losses or damages you may suffer as a result of your transactions with third parties on the NonComplicated Platform. You agree that NonComplicated may credit your account to reflect any such revenue share or sponsorship programs attributable to you.

Taxes

You are responsible for paying any governmental taxes imposed on your use of the NonComplicated Platform, including, but not limited to, sales, use, or value added taxes. If requested, you will promptly furnish to NonComplicated the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. To the extent that NonComplicated is obligated to collect such taxes, the applicable tax will be added to your billing account.

4. Your Content and Licenses to Your Content and Network Data

You own all of Your Content, Your Network Data and other information that you upload to the NonComplicated Platform. NonComplicated does not claim any ownership rights in Your Content or Your Network Data. After posting Your Content, you continue to retain any ownership rights you have to Your Content, and you continue to have the right to use and license Your Content in any way you choose. The Content that you upload to any Network needs to comply with the terms of this Agreement. At any point, you can remove Your Content from Your Network and cancel your account and NonComplicated does not retain any license rights.

You hereby grant NonComplicated, during the course of your usage of the NonComplicated Platform, a nonexclusive, worldwide, royalty-free, and transferable right and license to (i) use, access, store, cache, publicly perform and publicly display Your Content and Network Data (a) for the sole purpose of operating and making Your Content and Network Data available on the NonComplicated Platform and in all current and future media in which the NonComplicated Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes so that we may derive metrics and analytics relating to Your Content and Network Data; and (ii) disclose any such metrics and analytics regarding Your Content and Network Data for marketing and business development purposes. If you wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content. This license will terminate at the time you or NonComplicated remove Your Content from the NonComplicated Platform. Without limiting the foregoing, you agree that Content you remove may persist for a reasonable amount of time in back-up copies (but these copies will not be available to others).

You hereby agree that if Your Content is removed from any Network due to a violation of these Terms of Service, NonComplicated shall have the right to use and reproduce Your Content in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of NonComplicated, any User or individual, or the general public.

You are solely responsible for Your Content and Network Data. You are responsible for making sure that you have all rights in Your Content and Network Data, including the rights necessary for you to grant the foregoing licenses to Your Content and Network Data. You understand that whether or not Your Content is published or marked private by you, NonComplicated does not guarantee any confidentiality or privacy with respect to any of Your Content or Network Data.

Additionally, you understand and agree that Your Content and Network Data that is displayed on the NonComplicated Platform may continue to appear on the NonComplicated Platform, even after you have terminated your account, as portions of Your Content may have been incorporated into Member profiles, RSS feeds or other features.

In addition to the rights, licenses and privileges referred to above, you agree that NonComplicated may use and refer to your Network (including screen shots), trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, press releases, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the NonComplicated Platform, and any products, goods, features, capabilities and/or services associated with the NonComplicated Platform.

As a Network Creator or Member you acknowledge that NonComplicated and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Network or the NonComplicated Platform in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.

If a Network or Member account is removed from the NonComplicated Platform, the Content associated with that Network may also be deleted at the discretion of the Network Creator or NonComplicated. We encourage you to be sure you are comfortable with this possibility before contributing Your Content to a Network. You should be aware that NonComplicated is not required and may not keep back-up copies of Content on the NonComplicated Platform once the Network or Content is deleted. Additionally, NonComplicated makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored on the NonComplicated Platform.

5. Licenses From NonComplicated

License to NonComplicated Platform

During and subject to the terms and conditions of this Agreement, NonComplicated hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable license to access and use the NonComplicated Platform solely to enable your use and creation of Networks on the NonComplicated Platform. For clarity, aside from the foregoing limited license, you acknowledge that you shall acquire no rights in the Platform Code or Network Code.

You agree that, as between you and NonComplicated, all the intellectual property rights in the NonComplicated Technology are owned by NonComplicated or its licensors.

License Restrictions

Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:

* Run, rent, lease, loan, or sell access to the NonComplicated Platform or the NonComplicated Technology.
* Decompile or reverse engineer or attempt to access the source code of the software underlying the NonComplicated Platform or NonComplicated Technology.
* Copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any NonComplicated Technology.
* Access the NonComplicated Platform to build a product using similar ideas, features, functions, interface or graphics of the NonComplicated Platform.
* Access (or attempt to access) any service on the NonComplicated Platform by any means other than as permitted in these Terms of Service.
* Circumvent, disable or otherwise interfere with security related features of the NonComplicated Platform or features that prevent or restrict use or copying of any Content or Third Party Content or enforce limitations on use of the NonComplicated Platform or the Content and Third Party Content therein.
* Access the NonComplicated Platform to upload Your Code or Your Content to cause a breach of security to the NonComplicated Platform or any Network or interfere with the proper working of the NonComplicated Platform or prevent others from using the NonComplicated Platform.
* Delete the copyright and other proprietary rights notices on the NonComplicated Platform.

6. Independent Development; Feedback

You may from time to time choose, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to Your Network or the NonComplicated Platform (including the Network Code and Platform Code), or in connection with surveys we send to you and as part of your participation in our Network Creators Council (“Feedback”). If you choose to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant NonComplicated a nonexclusive, perpetual, irrevocable, transferable, sublicensable, royalty free, fully paid up license to use such Feedback.

7. NonComplicated Trademarks and Legal Notices

NonComplicated trademarks, logos, images, service marks, trade names and other distinctive branding features used on the NonComplicated Platform “NonComplicated Marks” are the trademarks of NonComplicated and may not be used without permission. NonComplicated is not granting you a license under any intellectual property right to the NonComplicated Marks. Other trademarks, logos, and trade names that may appear on the NonComplicated Platform are the property of their respective owners.

8. NonComplicated Ownership Rights

You agree that, as between you and NonComplicated, NonComplicated owns all right, title and interest, including, all intellectual property rights, in and to the NonComplicated Technology. Any rights not expressly granted herein, are reserved to NonComplicated. You agree to abide by all copyright notices, information, or restrictions contained in any part of the NonComplicated Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the NonComplicated Platform, including notices on any NonComplicated Technology you download, transmit, display, print or reproduce from or using the NonComplicated Platform.

9. Support and Interaction for Network Creators

If you are a Network Creator, NonComplicated provides documentation to assist you in creating and enhancing Your Network(s). You may access helpful information here. You are responsible for implementing and maintaiNonComplicated all support for Your Network(s), including answering questions from Your Members.

10. Advertising and Promotion for Network Creators

At your sole discretion and risk, you may sell, run and/or serve third-party advertising on your Network. If you include advertising on your Network, you agree and consent to NonComplicated providing you with information, offers, programs, features and functionality relating to advertising, including deals with advertising partners and advertising networks.

YOU AGREE THAT NonComplicated WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON YOUR NETWORK.

11. Third Party Content and Hyperlinks to Third Party Sites

Networks may contain features and functionalities that allow access to third party Content, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party, including the use of applications or services and the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, you agree that NonComplicated will not be responsible.

Additionally, Content from Users, third parties, or advertisers, including, information about third party products and services and any Third Party Applications, may be made available to you through Networks (“Third Party Content”) on the NonComplicated Platform. The inclusion of Third Party Content on the NonComplicated Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and NonComplicated has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, NonComplicated or its designees reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any Network) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the NonComplicated Platform you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the NonComplicated Platform at your own risk.

Additionally, NonComplicated or third parties may provide hyperlinks on Networks, or any other form of link or redirection of your connection to other sites (“Third Party Sites”). These Third Party Sites are in no way integrated into the NonComplicated Platform and the inclusion of any link on a Network does not imply NonComplicated’s affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. NonComplicated expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the NonComplicated Platform. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.

12. Representations and Warranties.

You represent and warrant to NonComplicated that: (a) you will comply with all applicable local, state, national and international laws, rules, and regulations in connection with your use of the NonComplicated Platform including your promotional or other activities on or off the NonComplicated Platform that relate to Your Network; (b) you have the right to grant to NonComplicated the rights granted herein and you own or have all necessary rights, title and interest in and to Your Content and Your Art Assets (as defined below); (c) Your Content and Your Art Assets do not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Content, Your Art Assets or Your Network contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the NonComplicated Platform, or intercept or expropriate any system data or personal information from the NonComplicated Platform.

13. Acceptable Use and Conduct

You are solely responsible for your conduct, Your Networks, and Your Content on the NonComplicated Platform. We want to keep the NonComplicated Platform safe and fun for everyone and the use of the NonComplicated Platform for unlawful or harmful activities is not allowed. In defining “safe and fun,” you specifically agree that:

You will not post, email or make available any Content to Users or use the NonComplicated Platform:

* In a manner that infringes, violates or misappropriates any third party’s intellectual property rights or other proprietary rights or contractual rights;
* in a manner that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
* to engage in spamming, “chain letters,” “pyramid schemes”, advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate these Terms of Service, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other Users whether on or off the NonComplicated Platform in connection with Your Network;
* in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
* in a manner that is libelous or defamatory, or in a way that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another’s privacy;
* in a manner that is harmful to minors in any way;
* in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by NonComplicated;
* to impersonate a NonComplicated employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to a Network or the NonComplicated Platform without authorization;
* to interfere or attempt to interfere with the proper working of the NonComplicated Platform or prevent others from using the NonComplicated Platform, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the NonComplicated Platform, or that otherwise negatively affects other persons’ ability to use the NonComplicated Platform;
* to use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any user’s account or to monitor or copy the NonComplicated Platform (including the Network Code or Platform Code) or the content contained therein;
* to facilitate the unlawful distribution of copyrighted content;
* in a manner that includes personal or identifying information about another person without that person’s explicit consent;
* in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the NonComplicated Platform or to Users; and
* in a manner that constitutes or contains any form of advertising or solicitation if emailed to Users who have requested not to be contacted about other services, products or commercial interests.

Additionally, you agree not to:

* “Stalk” or otherwise harass anyone;
* Collect, use or disclose data, including personal information, about other Users without their consent or for unlawful purposes or in violation of applicable law or regulations;
* Request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of the NonComplicated Platform or to proxy authentication credentials for any Member of the NonComplicated Platform for the purposes of automating logins to the NonComplicated Platform;
* Use any profanity or the description or name of any illegal activity in the name of Your Network or the Network Subdomain (as defined below) for Your Network;
* Use the name “NonComplicated” as any part of the name of Your Network or the Network Subdomain;
* Post any Content containing child pornography to any Network. NonComplicated absolutely does not tolerate this and will report any suspected instances of child pornography, including reporting any Network Data, to law enforcement;
* Post any Content that NonComplicated determines depicts or contains rape, extreme violence, murder, bestiality, incest, or other similar content;
* Post any Content that NonComplicated determines constitutes pornography, contains nudity, or is adult in nature. NonComplicated’s current definition of these categories is located here and is subject to change.
* Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from Networks and the NonComplicated Platform – except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or “well-behaved” web services/RSS/Atom clients. We reserve the right to define what we mean by “well-behaved”;
* Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on NonComplicated’s infrastructure;
* Attempt to gain unauthorized access to NonComplicated’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the NonComplicated Platform;
* Use the NonComplicated Platform as a generic file hosting service; and
* Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the NonComplicated Platform.

You agree not to authorize or encourage any third party to use the NonComplicated Platform or any of Your Networks (and Your Networks will not be designed) to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify NonComplicated in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.

14. NonComplicated Platform Policies

NonComplicated may establish general polices and limits concerning use of the NonComplicated Platform (“NonComplicated Platform Policies”), including, the maximum number of days that Networks and uploaded Content will be retained, the maximum number of and size of Content files and objects (including email messages), the maximum disk space allotted to you or Your Network(s), the maximum number of times and duration for which you may access the NonComplicated Platform or Networks in a given period of time, the maximum storage and bandwidth used by Your Network(s) or Content, how long inactive Networks will be retained, and the maximum CPU power used by Your Networks or Content.

15. NonComplicated’s Relationship with Users

You acknowledge that NonComplicated may terminate your account and remove your Content and other Network Data, as well as disable your access to any and all Networks and the NonComplicated Platform at any time for violations of these Terms of Service without notice and without any liability to you. In addition, you acknowledge and consent to NonComplicated contacting you and Your Members in order to maintain compliance with these Terms of Service.

16. Copyright Infringement

NonComplicated may remove any allegedly infringing Network Code or Content without any liability to you.

NonComplicated will promptly terminate without notice any User’s access to the NonComplicated Platform, including access to any Network, in appropriate circumstances where the User is a “repeat infringer” of copyrights. Generally, NonComplicated will consider a User a repeat infringer if it has received more than two third-party notices of alleged infringement concerning Content or Network Code posted by that User anywhere on the NonComplicated Platform. NonComplicated, however, reserves the right to identify and terminate Users under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behavior by that User. Additionally, if a Network Creator continues to allow its Members to post Content that is subject to notices of alleged copyright infringement, the Network may (at NonComplicated’s sole discretion) be disabled.

NonComplicated is not providing legal advice to you and nothing in this Agreement is legal advice nor guarantees your compliance with applicable law or regulation. You are solely responsible and liable for complying with all applicable laws, including copyright and privacy laws in connection with Your Network.

17. Network Data

The NonComplicated Platform collects Network Data from Your Network and Members and general information about a User’s use of Your Network. If you are a Network Creator or Administrator, you agree that your access to this Network Data and information (including registration information provided by Members during the registration process) as part of the management controls of Your Network(s) is subject to the NonComplicated Privacy Policy. In addition, subject to this Agreement, you may collect Network Data from Your Members; if you do so, you agree that such Network Data shall not be used in a manner inconsistent with, or that causes NonComplicated to violate NonComplicated’s Privacy Policy.

If you are a Network Creator or an Administrator, you agree that your use and disclosure of Network Data shall: (a) comply with all applicable laws; and (b) be reasonably protective of each Member’s privacy rights.

Subject to this Agreement and each Member’s rights, all Network Data shall be the property of the applicable Network Creator. That being said, NonComplicated needs to run Your Network on the NonComplicated Platform. To this end, as a Network Creator, you hereby grant NonComplicated a nonexclusive, worldwide, transferable, fully paid-up, royalty-free right and license to (i) use, store, access, cache, publicly perform and display the Network Data on or through the NonComplicated Platform and in all current and future media in which the NonComplicated Platform may be distributed; (ii) use and disclose the Network Data and related analytics and metrics in an aggregate or other non-personally identifiable manner (including, for use in targeting advertising in a non-personally identifiable manner through and in connection with the NonComplicated Platform); and (iii) use Network Data for other purposes permitted by the NonComplicated Privacy Policy.
You acknowledge that NonComplicated may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your Network. Accordingly, you agree that, within 24 hours of any email request by NonComplicated, you will: (a) delete all Network Data and personally identifiable information in your possession or control relating to a particular User as specified by NonComplicated; and (b) confirm such deletion in email notice to NonComplicated.

NonComplicated is not required to keep back-up copies of Network Data on the NonComplicated Platform once the Network or Network Data is deleted. NonComplicated makes no guarantee that Network Data will be safely stored on the NonComplicated Platform.

18. Your Network

As a Network Creator, we want to give you as much freedom as possible to create and control the Networks you build on the NonComplicated Platform. You may have your own agreement(s) or policies between you and each of Your Members, provided that each such agreement or policies do not supersede, amend or otherwise affect in any way any terms of this Agreement, any Guidelines or our Privacy Policy.

To enable a great experience for all Users on the NonComplicated Platform, if you are a Network Creator, you agree to ensure each Network you create or manage does not degrade the performance of the NonComplicated Platform. If your Network(s) exceed the quotas and limitations set by NonComplicated (e.g., storage or bandwidth) or otherwise degrades performance of the NonComplicated Platform or other services in any way, we may suspend your Network(s) at our sole discretion and without notice.

You agree not to harvest any email addresses from Networks or the NonComplicated Platform for the purpose of sending email in violation of applicable law or otherwise violate the “Acceptable Use and Conduct” provisions of this Agreement.

You also agree not to knowingly collect any information from, or develop any Networks that are targeted at children under the age of 18.

You acknowledge that NonComplicated may terminate the account of any Member (including Your Members) in accordance with these Terms of Service.

Your Network shall not be designed or implemented in a way that, as determined by NonComplicated, might mislead a User into believing that: (i) he or she is interacting directly with NonComplicated when interacting with Your Network or (ii) any part of Your Network was created by or are endorsed by NonComplicated. Because we want you to have as much freedom over your Network as possible, NonComplicated takes no responsibility for any Content located in Your Network and NonComplicated has no obligation to monitor such Content or Your Network.

You acknowledge that NonComplicated also reserves the right to remove, preserve, and disclose any information or Content on any Network (including Network Data) or account it deems necessary or appropriate to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of NonComplicated, its Users, and the general public, or (f) investigate or defend ourselves against third-party claims or allegations.

You acknowledge that NonComplicated may place third party web beacons or cookies in the footer of the pages of Your Network for the sole purpose of tracking anonymous website statistics, including traffic numbers and visitation patterns, about your Network. No personally identifiable information is transmitted by, or linked to, the web beacon or any cookies. These web beacons are commonly used by companies to understand visitation to their websites. For more information regarding passive data collection and what choices are available to you, please see our Privacy Policy.

19. Your Account

You need to register and create an account in order to become a Network Creator on the NonComplicated Platform or a Member of Network. You are responsible for keeping your account credentials and password secure. You agree to provide NonComplicated with current, complete and accurate information as prompted by the registration process. You agree to promptly update all information to keep your account on NonComplicated current, complete and accurate (such as noting a change in billing address or email). Generally speaking, account credentials are non-transferable, but Network Creators will have the ability to reset Member passwords in the event that a Member loses or can’t remember it. You will be solely responsible and liable for any activity that occurs under your account credentials. NonComplicated reserves the right to log off or deactivate Member accounts, including Your Network, that are inactive for an extended period of time.

When you create Your Network, NonComplicated gives you the flexibility to choose your own subdomain of one or more Domains registered by NonComplicated for Your Network (e.g.,”engineers” in the example: http://engineers.gwosh.com) (“Network Subdomain”). You will be solely responsible and liable for any activity that occurs under Your Network’s Subdomain. NonComplicated maintains ownership of your Network Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable, license solely to use the Network Subdomain on the NonComplicated Platform.

You may not use anyone else’s account or Network Subdomain at any time, without the permission of the account holder. You should never give out your password to another individual or entity. NonComplicated will not be liable for any loss that you may incur as a result of someone else using your account credentials, Network Subdomain or password, either with or without your knowledge. However, you may be held liable for losses incurred by NonComplicated or another party due to someone else using your account credentials, Network Subdomain, or password. In other words, please be careful with your identity and passwords.

20. Network Design

If as a Network Creator, you have provided any art assets or other intellectual property to NonComplicated to design, or assist you with designing Your Network (“Your Art Assets”) the following additional provisions will apply to you.

Your Ownership.

As between NonComplicated and You, You own all right, title and interest, including all intellectual property rights, in and to Your Art Assests and any specific deliverable or work product created by NonComplicated for You (“Deliverables”); provided, however, that in no event shall the term Deliverables include any NonComplicated Tools. “NonComplicated Tools” means any NonComplicated Technology or trade secret, process, algorithm, invention, original works of authorship, development, design, improvement, patent, copyright or other intellectual property of NonComplicated which NonComplicated (a) developed or acquired previous to entering into a Network design engagement with You; (b) acquired after the commencement of a Network design engagement with You and independently of such design engagement or (c) developed either alone or in collaboration with others, separate and apart from any Network design engagement with You, and all derivative works based thereon. NonComplicated Tools shall also include any software, project management, design and development processes and productivity tools developed by NonComplicated, and of general applicability to NonComplicated’s business, whether or not prepared under the course of performance of a Network design engagement with You.

NonComplicated Ownership.

As between NonComplicated and You, NonComplicated owns all right, title and interest, including all intellectual property rights, in and to the NonComplicated Tools and NonComplicated Technology and any derivative works or enhancements thereof. You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in the Agreement. Any rights not expressly granted by NonComplicated herein are reserved to NonComplicated and its suppliers. NonComplicated acknowledges and agrees that a design engagement does not grant to NonComplicated any right, title or interest in any content, code, software, Member data or other materials delivered to NonComplicated by You in connection with a design engagement (“Your Design Materials”), except for the limited rights expressly set forth in these Terms of Service. Any rights not expressly granted herein, are reserved to each of the parties.

License Grant to You.

Subject to the terms and conditions hereof, NonComplicated hereby grants to You, a non-exclusive, nontransferable, non-sublicensable worldwide, perpetual, royalty-free license, to use that portion of any NonComplicated Tools that are incorporated into any Deliverables solely in connection with Your use of Your Network(s) on the NonComplicated Platform. You shall not otherwise be entitled to use, license or commercially exploit the NonComplicated Tools and any such use may result in the revocation of the license rights herein.

License Grant to NonComplicated.

During the course of your usage of the NonComplicated Platform, you hereby grant to NonComplicated a non-exclusive, worldwide, royalty-free, and transferable right and license, to use, access, cache, reproduce, publicly perform and publicly display Your Art Assets for the sole purpose of designing Your Network and operating and making Your Art Assets available on the NonComplicated Platform and in all current and future media in which the NonComplicated Platform may now or hereafter be distributed or transmitted.

21. Domain Name Services

NonComplicated provides certain registration and maintenance of domain names for Your Network(s) through one or more preferred domain name registrars (“Domain Name Services”). All sales of Domain Name Services are final. The registration and administration of such domain names is conducted pursuant to general policies established from time to time by the Internet Corporation for Assigned Names and Numbers (“ICANN”). ICANN has delegated the registration and administration of particular TLDs to accredited domain name registrars in accordance with general ICANN policies, as interpreted by each domain name registrar. Accordingly, there may be significant differences among registrars in administration of domain names for particular TLDs.

When purchasing Domain Name Services for Your Network, You are required to enter into a registration agreement with NonComplicated’s then-current domain name registrar. You are solely responsible for compliance with such registration agreement and continued use of Your Network and the Domain Name Services shall constitute Your binding acceptance of such registration agreement.

NonComplicated accepts no responsibility for refusal of a domain name registrar to register a particular domain name. You irrevocably waive any rights of any kind whatsoever against NonComplicated arising from such refusal. If you fail to timely pay NonComplicated for the applicable Domain Name Services, You may permanently lose your domain name. If you choose to end your Domain Name Services or otherwise terminate your Network, You are solely responsible for all future matters relating to the applicable domain, including renewal. Neither NonComplicated nor our applicable registrar accepts liability for any failure, for any reason whatsoever, to renew a domain name on a timely basis. ICANN policies require cancellation of domain names in certain circumstances, including fraud, provision of false registration details, interference with the rights of third parties and other grounds. You are not entitled to a refund of registration fees on any such cancellation, and neither NonComplicated nor our applicable registrar accepts liability for any such cancellation. It is your sole responsibility to review and adhere to the terms and conditions of the registration agreement for each domain name, including any terms and conditions which may lead to cancellation of domain names.

It is Your responsibility to notify our sales team via submitting a Support Ticket after paying for a domain renewal and to ensure the email is received and acted upon. Domain renewal notices and invoices are provided as a courtesy reminder and NonComplicated cannot be held responsible for failure to renew a domain or failure to notify a customer about a domain’s renewal.

23. Disclaimer of Warranties

YOUR USE OF THE NonComplicated PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE NonComplicated PLATFORM, AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-NonComplicated CODE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE NonComplicated PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE NonComplicated PLATFORM, AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-NonComplicated CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NonComplicated AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. NonComplicated AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS DISCLAIM ANY WARRANTY THAT THE NonComplicated PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE NonComplicated PLATFORM OR ANY NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-NonComplicated CODE OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE NonComplicated PLATFORM OR THE SERVER THAT MAKES THE NonComplicated PLATFORM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NonComplicated MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE NonComplicated PLATFORM OR YOUR NETWORK (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR NETWORK.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE NonComplicated PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE 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 NonComplicated OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH OR FROM THE NonComplicated PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

24. Indemnity

You agree to indemnify, defend, and hold harmless NonComplicated, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to:

* Your Content, Your Network Data, Your Art Assets or Your Network;
* Your use of any Non-NonComplicated Code or Third Party Applications;
* Your use or misuse of, or connection to, the NonComplicated Platform or any services offered by the NonComplicated Platform;
* Your breach or alleged breach of this Agreement;
* Your violation of any rights (including intellectual property rights) of a third party;
* Your use or misuse of any User data or Network Data, including, in violation of the NonComplicated Privacy Policy and
* Your breach or alleged breach of any agreement or policy between you and other Users.

NonComplicated reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of NonComplicated. NonComplicated will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

24. Your Interactions with Other Users

Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Member or Network Creator), NonComplicated is under no obligation to become involved.

You release NonComplicated, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users.

25. Limitation of Liability

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL NonComplicated OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF NonComplicated HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE NonComplicated PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE NonComplicated PLATFORM (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO NonComplicated BY YOU IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN NonComplicated (INCLUDING THIRD PARTY APPLICATION DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE NonComplicated PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

26. Changes to NonComplicated Platform

NonComplicated reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the NonComplicated Platform or any part thereof, including adding new features to any portion of the NonComplicated Platform, with or without notice. NonComplicated will not be liable to you or to any third party for any modification, suspension or discontinuance of any portion of the NonComplicated Platform or the NonComplicated Platform as a whole.

27. Amendments

We may amend, modify, change, add or remove portions of this Agreement or any Guidelines at any time without notice to you by posting a revised version on www.NonComplicated.com or elsewhere on the NonComplicated Platform. The revised version will be effective at the time we post it. Please check this Agreement and any Guidelines periodically for changes. Your continued use of the NonComplicated Platform after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on the date stated above. However, if the revised version includes a material change, it will be effective for an existing User (including Network Creator or Member) on the earlier of (a) the date you accept it, and (b) 30 days after the material changes are initially posted to www.NonComplicated.com or elsewhere on the NonComplicated Platform. The revised version will apply to you immediately if you are a User who registers or first uses the NonComplicated Platform on or after the posting of the revised version.

28. Term and Termination

Term

This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your account and end your use of the NonComplicated Platform at any time and for no reason by contacting us at support@noncomplicated.com or submit a Support Ticket.

Termination

NonComplicated has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the NonComplicated Platform or any Network, (ii) remove and discard any Content within any Network or anywhere on the NonComplicated Platform or (iii) shut down a Network, with or without notice, and with no liability of any kind to you.

If you terminate your account, we will have no obligation to refund you any fees you may have paid.

Effects of Terminating

Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, Your Content, Your Network Data or Your Network(s). NonComplicated will not have any obligation to assist you in migrating your data, Your Content, Your Network Data, Your Code or Your Network(s) off of the NonComplicated Platform and NonComplicated does not keep any back-up of any of Your Content or Your Network Data.

Survival

The following Sections will survive termination of these Terms of Service for any reason: Sections 1, 3-8, 12-24, 27-32.

29. Governing Law; Venue

This Agreement shall be governed by the laws of Malaysia without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded an shall not apply to this Agreement or any transactions hereunder.

You agree to submit to the personal and exclusive jurisdiction of the courts Kuala Lumpur, Malaysia for the purpose of litigating all such claims or disputes.

30. Relationship of the Parties

The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that NonComplicated has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.

31. Export Controls

You agree to comply with all applicable export and reexport control laws and regulations. Specifically, you agree that you shall not — directly or indirectly — sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from NonComplicated under this Agreement to any destination, entity, or person prohibited by the laws or regulations of Malaysia and/or other applicable laws, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, NonComplicated from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.

32. General

The failure of NonComplicated to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

You may not delegate your duties under this Agreement or assign this Agreement or your NonComplicated accounts, in whole or in part, provided, however, that you may assign this Agreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. NonComplicated may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties’ permitted assignees, transferees and successors.

This Agreement, which incorporates the NonComplicated Privacy Policy and the Guidelines, constitutes the entire agreement between you and NonComplicated and governs your use of the NonComplicated Platform, superseding any prior agreements (whether written or oral) between you and NonComplicated regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement.

The terms “including” and “includes” shall be deemed to be followed by the statement “without limitation” and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.

NonComplicated may provide you with notices, including those regarding changes to this Agreement or any of NonComplicated’s terms and conditions, by email, regular mail, or postings on the NonComplicated Platform including the NonComplicated Blog. Notice will be deemed given twenty-four (24) hours after such email is sent or notice is posted. Notices not pertaining to any amendments to this Agreement or any Guidelines (such as notices relating to technical changes to the NonComplicated Platform) are deemed given two (2) days following the initial posting.