1. Defined Terms.
1.1.1. Adapted Material means material subject to Copyright and Similar Rights (defined in Section 1.1.5 below) that is derived from or based upon the Licensed Material (defined in Section 1.1.9 below) and in which the Licensed Material is translated, altered, arranged, transformed, or otherwise modified in a manner requiring permission under the Copyright and Similar Rights held by the Licensor.
1.1.2. Adapter's License means the license You (defined in Section 1.1.21 below) apply to Your Copyright and Similar Rights in Your (defined in Section 1.1.22 below) contributions to Adapted Material in accordance with the terms and conditions of this License.
1.1.3. Additional Terms shall have the meaning ascribed in Section 1.2.2.
1.1.4. Content shall have the meaning ascribed in Section 1.6.1.
1.1.5. Copyright and Similar Rights means copyright and/or similar rights closely related to copyright including, without limitation, Sui Generis Database Rights (defined in Section 1.1.18 below), without regard to how the rights are labeled or categorized. For purposes of this License, the rights specified in Section 2.2 are not Copyright and Similar Rights.
1.1.6. Effective Technological Measures means those measures that, in the absence of proper authority, may not be circumvented under laws fulfilling obligations under Article 11 of the WIPO Copyright Treaty adopted on December 20, 1996, and/or similar international agreements.
1.1.7. Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.
1.1.8. License shall mean the makeSEA® Attribution with Pay™ License and shall have the definition contained in Section 2.1.
1.1.9. Licensed Material or Licensed Materials means the object designs, documentation, digital asset files, database, or other material content to which the Licensor (defined in Section 1.1.11 below) applied this License.
1.1.10. Licensed Rights means the rights granted to You by the Licensor (defined in
Section 1.1.11 below) subject to the terms and conditions of this License, which are limited to all Copyright and Similar Rights that apply to Your use of the Licensed Material and that the Licensor has authority to license.
1.1.11. Licensor means the individual(s) or entity(ies) granting rights under this License.
1.1.12. Limited Use License Fee shall have the meaning ascribed in Section 184.108.40.206.
1.1.13. makeSEA® IP shall have the meaning ascribed in Section 1.6.13 below.
1.1.14. Processing Fees shall have the meaning ascribed in Section 1.6.5.
1.1.15. Reuse Royalty Fee shall have the meaning ascribed in Section 220.127.116.11.
1.1.16. Services shall have the meaning ascribed in Section 1.2.1.
1.1.17. Share or Shared means to provide Content (defined in Section 1.1.4 above) to one or more third parties and/or to the public by any means or process that requires permission under the Licensed Rights, such as reproduction, public display, public performance, distribution, dissemination, communication, or importation, and to make Content available to one or more third parties and/or to the public including in ways that members of the public may access the Content from a place and at a time individually chosen by them.
1.1.18. Sui Generis Database Rights means rights other than copyright resulting from Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, as amended, as well as other essentially equivalent rights anywhere in the world.
1.1.19. Terms shall have the meaning ascribed in Section 1.2.3 below.
1.1.20. Website or Websites shall have the meaning ascribed in Section 1.2.1 below.
1.1.21. You means the individual or entity exercising the Licensed Rights under this License. Your has a corresponding meaning.
1.1.22. Your Content shall have the meaning ascribed in Section 1.7 below.
Section 1.6 below) available to other authorized makeSEA® users, subject to the licensing terms posted by the user posting the Content.
Human-readable summary of Section 1.2:
These Terms, together with any Additional Terms for particular websites, create a contract between You and makeSEA. The contract governs Your use of all Websites operated by makeSEA, unless a particular website indicates otherwise. These human-readable summaries of each section are not part of the Terms, but are intended to help You understand its terms.
1.3. Your Agreement to the Terms. YOUR ACCESS TO OR USE OF ANY THE SERVICES (INCLUDING THE CONTENT, LICENSES, LICENSED MATERIALS, TOOLS, AND/OR DATA REPOSITORIES) SIGNIFIES THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS. By accessing or using any Services You also represent that You have the capacity and legal authority to accept the Terms on behalf of yourself and/or any party you represent in connection with Your use of any Services. If you do not agree to the Terms, You are not authorized to use any Services.
Human-readable summary of Section 1.3:
Please read these Terms and the Additional Terms and only use our Websites and Services if you agree to them.
1.4. Changes to the Terms. From time to time, makeSEA may change, remove, or add to the Terms, and reserves the right to do so in its discretion. In that case, we will post updated Terms and indicate the date of revision. If we feel the modifications are significant, we will make reasonable efforts to post a prominent notice on the relevant Website(s) and/or notify those of You with a current makeSEA account via email. All new and/or revised Terms take effect immediately and apply to Your use of the Services from that date on. Your continued use of any Services after new and/or revised Terms are effective indicates that You have read, understood, and agree to those Terms.
Human-readable summary of Section 1.4:
These terms may change. If You continue to use the Websites and Services after the changes are made, You acknowledge that you have agreed to all of the changes.
1.5. No Legal Advice. makeSEA is not a law firm, does not provide legal advice or negotiate licensing terms, and is not a substitute for legal advice. Contacting us or using any of the Services, including the digital rights repository, licenses, storage facility and other makeSEA tools, does not constitute legal advice or create an attorney-client relationship.
Human-readable summary of Section 1.5:
We aren't lawyers. Please consult Your own attorney for legal advice, including, but not limited to advice regarding your intellectual property rights, our digital rights repository, and licensing of any intellectual property.
1.6. Content Available through the makeSEA® Services (makeSEA.com site and related software).
1.6.1. All Content (as defined herein) available on the Websites is provided on an AS-IS basis and Shared by makeSEA and/or its authorized users. You acknowledge and agree that makeSEA does not make any representations or warranties about the material, data, and information, such as data files, text, computer software, code, documentation, audio files or other sensory recordings, photographs, videos, or other images (collectively, the "Content") which You may have access to as part of, or through Your use of, the Services. Under no circumstances is makeSEA responsible or liable in any way for any Content, including, but not limited to, any allegedly infringing Content, any errors or omissions in Content, how You use the Content, any unauthorized disclosure of and/or related to the Content, any invasion of privacy claims, or for any loss or damage of any kind incurred as a result of the posting or use of any Content posted, transmitted, linked from, or otherwise accessible through or made available via the Services. The Content may include adult material, for which access will be filtered by birth year. You should use your discretion when accessing Content. Content that is offensive, indecent, objectionable, alleged to have infringed on a third party's intellectual property rights, or contrary to makeSEA's policies may be removed from the Website in makeSEA's sole discretion. Some Content may be designated as "makeSEA® Licensed Content," and You shall be bound by the terms stipulated by the associated License framework.
1.6.2. You agree that You are solely responsible for Your use and reuse of Content made available through the Services. You should review the terms of the license(s) and these Terms, before You use the Content so You know what You may and may not do with Shared Content.
1.6.3. When You register Content as Licensed Material in makeSEA, You are provided an opportunity to stipulate:
18.104.22.168. Attribution for that Content to other Licensed Material;
22.214.171.124. A custom metadata description model and metadata;
126.96.36.199. The permissions determining public or private access to the Licensed Material;
188.8.131.52. Whether or not the Licensed Material is available to all makeSEA® users (i.e., the public-at-large), or limited audiences;
184.108.40.206. The fee You elect to charge for an authorized makeSEA® user acquiring the Licensed Material for non-commercial, non-profit use, the "Limited Use License Fee", if any; and
220.127.116.11. The fee associated with the use, resale, or reuse of the Licensed Material, including physical reproduction of the object for sale, inclusion in another object design for sale, commercial use, and/or to produce any Adapted Material for sale, the "Reuse Royalty Fee", if any.
1.6.4. Licensed Material registered in makeSEA is version-specific, recorded on a per-file and per-entry basis, and uniquely serialized by version. Licensed Material may have many versions. The terms of license and royalty fees may be modified for different versions. Modifying the terms of a Licensed Material automatically will create a new version the Licensed Material. Any previous versions that are Licensed remain in force for that version for the duration of the applicable License term.
1.6.5. For transactions occurring within the makeSEA digital rights repository, makeSEA automatically ensures that any financial attribution, in the form of acknowledgement and financial payment for any applicable Limited Use License Fee and/or Reuse Royalty Fees is deducted from the transaction sale price for redistribution to the embedded Licensed Materials' Licensor(s), along with any applicable processing fees imposed by makeSEA (collectively, the "Processing Fees"), throughout the chain of the Licensed Material's entire lineage of attribution, for every download transaction.
1.6.6. You agree that makeSEA shall serve as the intermediary used to track and account for these fees and transactions. makeSEA shall provide transparent accounting and timely processing of said transactions. Fees vary by Licensed Material and/or collection and are stipulated at the time of upload, or when Content is versioned or modified in any meaningful way, and recorded for historical audit.
1.6.7. makeSEA permissions can be very granular and/or limited to a specific group or user. However, permissions generally can be considered falling into two basic categories as they relate to a given Licensed Material's visibility and access, which categories are as follows:
18.104.22.168. If the Licensed Material is designated as public, anyone can view or obtain the object. Object descriptions, images, and videos are viewable by anonymous visitor(s); OR
22.214.171.124. If the Licensed Material is designated as private, it is only viewable and accessible explicitly to allowed makeSEA® users or groups designated by the Licensor.
1.6.8. Users must always login to the Websites to obtain the makeSEA® Licensed Material, even when said Licensed Material may be available to any registered makeSEA user (the general public-at-large). makeSEA maintains an audit trail of these acquisitions for historical record and for purposes of tracking future object lineage, attribution and compensation, where applicable. makeSEA shall be the exclusive owner of all lineage records.
1.6.9. Users obtaining any Licensed Material must agree to abide by these Terms, the License and any applicable makeSEA® License terms assigned for each designated Licensed Material and/or collection thereof.
1.6.10. Licensors of Licensed Material that is embedded within or otherwise used to derive Adapted Material have limited visibility into the existence of said embedded content that is designated with private or limited permissions. If the Licensor of the Licensed Material does not have permission to directly obtain the Adapted Material, this visibility is limited to an awareness of the use of the Licensor's original Licensed Material, but not the ability to directly view or obtain the resulting Adapted Material. For any qualified transaction, any attributed Licensor shall receive attribution and compensation based on the terms of Reuse Royalty Fee stipulated by the associated original Content License, regardless of the permission to observe the resulting Adapted Material.
1.6.11. By default, Licensed Materials are assumed to be registered under the makeSEA® Attribution with Pay™ License (as defined in Section 2.1 below). However, alternate versions of the License may be available and designated for any given Licensed Materials by the Licensor, at its discretion. Licensor also may choose to modify the access permissions of registered Licensed Materials to restrict access to Licensed Materials in a manner that is complimentary to a given License restriction. This permissions mechanism should be considered independently of the designated License. Designating a more restrictive License for Licensed Materials in makeSEA does not automatically guarantee a resultant change in permissions or vice versa. However, makeSEA is designed to provide suggestions to Licensors to help inform this decision in a manner that is commensurate with the purpose and intent of the selected License restrictions.
1.6.12. makeSEA enables and helps Licensor(s) to track the terms of the makeSEA® License framework elected for Licensed Material by its Licensor. The makeSEA® dashboard and interface tools help to provide visibility into the acquisition and reuse of Licensed Material and to facilitate and enforce the rules designated by a given License.
1.6.13. The makeSEA®, Mash the Market®, Go Make Something®, Attribution with Pay™, and Fair Trade and Attribution™ are trademarks/service marks as well as its name, logos, icons, the makeSEA® software code, the registered U.S. patent for a Digital Media Marking System (U.S. Patent Reg. No. 9,904,773), and all Content (excluding user supplied Content) on the Website(s) (collectively the "makeSEA IP") are the sole and exclusive property of makeSEA and/or a makeSEA® principal. Your limited right to use any part of the makeSEA IP as provided herein does not authorize You to reverse engineer or modify the Services in any manner.
1.6.14. Prior to downloading, You independently should review with the assistance of a qualified attorney and verify the terms of the License for any Content You download and intend to print, use, improve or modify in any way.
Human-readable summary of Section 1.6:
We try to have useful information on our Websites, but we cannot promise that everything is accurate, readily available, or available for licensing. If You find Content through a link on our Websites, be sure to check the license terms before using it as they will vary. makeSEA and/or its affiliates own the makeSEA® brand and all makeSEA®-produced Content and/or makeSEA® Licensed Content exclusively – All Rights Reserved.
- We do not take any ownership of Your Content when You post it on our Website(s). If You post Content, You control how the files are Shared. If You do not own the Content, You should not post it. You are solely responsible for any Content You upload to our Websites.
- Some Content has associated fees for use and separately for use to create Adapted Material or new objects for sale based on the original Content.
- We help You control access to Your Content to designated audience within the makeSEA® platform, help collect and redistribute fees for their acquisition and reuse, and provide analytics and insights to assist You as You control Your Content and to be compensated when use of Your Content is licensed by others and/or arranged by makeSEA.
1.7. Your Responsibilities for Content You Supply. You represent, warrant, and agree that no Content posted or otherwise Shared by You on or through any of the Services (collectively, "Your Content") violates or infringes upon the rights of any third party, including copyright, trademark, patent, privacy, publicity, or other personal or proprietary rights, breaches or conflicts with any law, rule, regulation or obligation, such as a confidentiality obligation, or contains libelous, defamatory, obscene, pornographic, or otherwise unlawful material. Your Content may not disclose, store or collect any personal information without a person's permission. You may not post any Content that is abusive, harassing, inaccurate, inciting or racist. Your Content may not contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware.
2. Accessing and Licensing Your Content via makeSEA.
2.1. makeSEA® Attribution with Pay™ License (the "License"). By uploading and registering Content with makeSEA and/or downloading Licensed Material from makeSEA's Services, You accept and agree to be bound by the terms and conditions of this License. In accordance with the terms and conditions of the License, You hereby are granted the Licensed Rights in consideration of Your acceptance of these terms and conditions and any other Additional Terms that may be imposed by a third party licensor, if applicable, and the Licensor grants You such rights in consideration of the identified fees and benefits the Licensor receives from making the Licensed Material available under these terms and conditions.
2.2. Scope of License.
2.2.1. License Grant. Subject to the terms and conditions of this License and any Additional Terms specified by the Licensor from time to time, the Licensor hereby grants You a worldwide, non-sublicensable, non-exclusive, license to exercise the Licensed Rights in the Licensed Material to do any one or all of the following, as specified by the Licensor:
126.96.36.199. Reproduce and print the Licensed Material for Your own personal, non-commercial, not for profit use;
188.8.131.52. All the rights provided in Section 184.108.40.206 above and to download the master design files (e.g., CAD, parametric, etc.) for the Licensed Material for purposes of reproducing the Licensed Material, in whole or in part, for Your own personal, non-commercial, not for profit use; and/or
220.127.116.11. All the rights provided in Section 18.104.22.168 above for personal and/or commercial purposes, to produce Adapted Material based on the Licensed Material, in whole or in part, and to reproduce, sell, Share, or include the Adapted Material in another object design, all for personal and/or commercial purposes.
2.2.2. Exceptions and Limitations. Notwithstanding the provisions of Section 2.2.1, where Exceptions and Limitations apply to Your use, this License shall not apply.
2.2.3. Fees. At the time of the grant of the License, the Licensor of any given Content may elect to apply any of the following fees to its use:
22.214.171.124. The cost associated with acquiring the Licensed Material for personal, non-commercial, not for profit use provided in Sections 126.96.36.199 or 188.8.131.52 above, the "Limited Use License Fee," if any;
184.108.40.206. The cost associated with the resale or reuse of the Licensed Material, including physical reproduction of the object for sale, commercial use, inclusion in another object design, or to produce any Adapted Material as provided in Section 220.127.116.11 above, the "Reuse Royalty Fee," if any. In the event You sublicense the Adapted Material to any third party, you shall charge and collect the Reuse Royalty Fee from your sublicensee and shall pay it to the Licensor via the Website; and/or
18.104.22.168. By downloading the Licensed Material, in addition to the fees identified in Sections 22.214.171.124 and/or 126.96.36.199 above, You explicitly agree to the terms of the acquisition, including any applicable licensing, royalty, and/or processing fees, as stipulated at the time the Licensed Material is associated with said fees.
Your use of the Services reflects your agreement to the payment of all of these fees in a timely manner and to makeSEA's collection of all applicable fees.
2.2.4. Term. The term of this License is specified in Section 2.6 below.
2.2.5. Downstream Recipients.
188.8.131.52. Offer from the Licensor – Licensed Material. Every recipient of the Licensed Material automatically receives an offer from the Licensor to exercise the Licensed Rights under the terms and conditions of this License.
184.108.40.206. No Downstream Restrictions. You may not offer or impose any additional or different terms or conditions on or apply any Effective Technological Measures to the Licensed Material if doing so restricts exercise of the Licensed Rights by any recipient of the Licensed Material.
2.2.6. No Endorsement. Nothing in these Terms constitutes or may be construed as permission to assert or imply that You are, or that Your use of the Licensed Material is, connected with, or sponsored, endorsed, or granted official status by, the Licensor or others designated to receive attribution as provided in Section 2.
2.2.7. Other Rights. Societal moral rights, such as the right of integrity, are not licensed under the License, nor are publicity, privacy, and/or other similar personality rights; provided, however, to the maximum extent permissible by law, the Licensor waives and/or agrees not to assert any such rights held by the Licensor to the limited extent necessary to allow You to exercise the Licensed Rights, but not otherwise.
2.2.8. Patent and Trademark Rights Are Not Licensed under This License. Unless otherwise specified by the Licensor, the License for the Content shall not be a license to any patent or trademark rights. Notwithstanding the foregoing, in all cases makeSEA expressly reserves the right to collect royalties stipulated with the acquisition, reuse, or creation of Adapted Materials on behalf of the Licensor and makeSEA.
2.3. License Conditions for makeSEA® Content. By downloading makeSEA® Content, You agree to the terms of the makeSEA® Licensed Rights expressly made subject to each of the following conditions:
2.3.1. You will provide attribution and promptly pay the Licensor-specified compensation.
2.3.2. Any derivative Adapted Material that is created based on Licensed Material registered in makeSEA shall be registered with makeSEA.
2.3.3. The Adapted Material may be registered privately or publicly in the makeSEA® Services, at the discretion of the Licensor.
2.3.4. Adapted Material that is Shared and/or licensed must always:
220.127.116.11. Be comprised of Licensed Material that is authorized for reuse by the original Licensor;
18.104.22.168. Acknowledge all prior Licensed Materials from which it is derived; and
22.214.171.124. Be priced in a manner that, at a minimum, compensates for all applicable Royalty and Processing Fees.
2.3.5. Retain the following if it is supplied by the Licensor with the Licensed Material:
126.96.36.199. Identification of the creator(s) of the Licensed Material and any others designated to receive attribution, in any reasonable manner requested by the Licensor (including by pseudonym if designated);
188.8.131.52. A copyright notice, watermark, or other proprietary notice;
184.108.40.206. A notice that refers to this makeSEA® License;
220.127.116.11. A notice that refers to the disclaimer of warranties contained in Section 2.5 of this License;
18.104.22.168. A URI or hyperlink to the Licensed Material to the extent reasonably practicable;
22.214.171.124. An indication if You modified the Licensed Material and an indication of any previous modifications;
126.96.36.199. Indicate the Licensed Material is licensed under this License, and
188.8.131.52. The text of, or the URI or hyperlink to, this makeSEA® License.
2.3.6. You will satisfy the conditions in Section 3 in any reasonable manner provided by makeSEA, including but not limited to the distribution of URIs, and independently distributed Protected Assets.
2.3.7. If requested by the Licensor, You must remove or modify any of the information required by these Terms or the License to the extent reasonably practicable.
2.3.8. If You Share Adapted Material You produce, the Adapter's License You apply must not prevent recipients of the Adapted Material from complying with this License.
2.4. Sui Generis Database Rights. Where the Licensed Rights include Sui Generis Database Rights that apply to Your use of the Licensed Material:
2.4.1. for the avoidance of doubt, You are granted the right to extract, reuse, reproduce, and Share all or a substantial portion of the contents of the database;
2.4.2. if You include all or a substantial portion of the database contents in a database in which You have Sui Generis Database Rights, then the database in which You have Sui Generis Database Rights (but not its individual contents) is Adapted Material; and
2.4.3. You must comply with the conditions provided in Section 2.3 above if You Share all or a substantial portion of the contents of the database.
This Section is intended to supplement and not replace Your obligations under this License where the Licensed Rights include other Copyright and Similar Rights.
2.5. License: Disclaimer of Warranties; Limitation of Liability; Limitation on Claims. UNLESS OTHERWISE SEPARATELY UNDERTAKEN BY THE LICENSOR AND TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE LICENSOR OFFERS THE CONTENT ON AN AS-IS, AS-AVAILABLE AND WITH ALL FAULTS BASIS, AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE CONTENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER. THIS INCLUDES, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, RELIABILITY, RESULT OR OUTCOME, NON-INFRINGEMENT, ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OR ABSENCE OF ERRORS, WHETHER OR NOT KNOWN OR DISCOVERABLE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE SUCH AS LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You.
TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, NEITHER MAKESEA NOR ANY LICENSORS, INFORMATION PROVIDERS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, DIRECTORS, OFFICERS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES OR AGENTS SHALL BE LIABLE ON ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR OTHER LOSSES, COSTS, EXPENSES OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF THE WEBSITES OR THE SERVICES, YOUR USE OF THE CONTENT, YOUR LICENSE FOR THE LICENSED MATERIAL, ACCESS TO OR INABILITY TO ACCESS THE SERVICES, USE OF OR RELIANCE ON THE INFORMATION IN OR THROUGH THE SERVICES, OR RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA, GOODWILL, BUSINESS REPUTATION, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, COSTS, EXPENSES OR DAMAGES. NEITHER MAKESEA NOR ANY LICENSORS, INFORMATION PROVIDERS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, DIRECTORS, OFFICERS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO YOU OR OTHERS FOR LIABILITY OR DAMAGES UNDER CONTRACT OR TORT THEORIES OR ANY DAMAGES CAUSED BY VIRUSES, "TROJAN HORSES," "WORMS," "TIME BOMBS," ADWARE, SPYWARE, RANSOMWARE, OR ANY OTHER MALICIOUS OR DAMAGING COMPUTER PROGRAMMING ROUTINES OR ENGINES CONTAINED WITHIN ELECTRONIC FILES OF THE WEB SITE(S) OR ANY LINKED SITE, REGARDLESS OF PRIOR NOTICE TO MAKESEA, ANY LICENSORS, OR INFORMATION PROVIDERS. IN NO EVENT SHALL MAKESEA BE LIABLE FOR DAMAGES TO YOU OR ANY THIRD PARTY FOR ANY DEFICIENCY, ERROR OR INTERRUPTION IN THE SERVICES. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to You.
The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the maximum extent permissible by law, most closely approximates an absolute disclaimer and waiver of liability. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM AMOUNT RECOVERABLE FOR DAMAGES UNDER THESE TERMS BY YOU FOR AN ALLOWABLE CLAIM AGAINST MAKESEA SHALL BE LIMITED TO THE GREATER OF EITHER: (1) THE AGGREGATE AMOUNT OF FEES PAID BY YOU TO MAKESEA FOR SERVICES PROVIDED UNDER THESE TERMS DURING THE PRIOR TWELVE (12) MONTHS; OR (2) THE AGGREGATE AMOUNT OF PROCESSING FEES ACTUALLY COLLECTED BY MAKESEA AS TO ANY LICENSED MATERIALS YOU HAVE UPLOADED AND LICENSED TO THIRD PARTIES DURING THE PRIOR TWELVE (12) MONTHS. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH OR ARISING OUT OF THE TERMS AND/OR THE SERVICES.
Unless statute mandates a lesser period, any action on any claim against makeSEA, the Licensor(s), and/or any information providers must be filed by the user within one (1) year following the date the claim first accrued or it shall be deemed waived.
You are solely responsible for your interactions with the Licensor(s) and/or Your licensees. makeSEA reserves the right, but shall have no obligation, to monitor disputes between you and the Licensor(s) or Your licensees and take appropriate action if, in its sole discretion, makeSEA finds any violation of these Terms or other improper conduct.
2.6. Term and Termination.
2.6.1. This License applies for the term of the Copyright and Similar Rights licensed hereunder and shall terminate automatically upon the termination of that term. However, if You fail to comply with this License, then Your rights under this License may sooner terminate automatically.
2.6.2. Where Your right to use the Licensed Material has terminated, it may reinstate:
184.108.40.206. automatically as of the date the violation is cured, provided it is cured within 30 days of Your discovery of the violation; or
220.127.116.11. upon express reinstatement by the Licensor.
For the avoidance of doubt, this Section 2.6 does not affect any right the Licensor may have to seek remedies for Your violations of this License. The Licensor also may offer the Licensed Material under separate terms or conditions or stop distributing the Licensed Material at any time; however, doing so will not terminate this License. You and Licensor acknowledge and agree that privity of contract as to the License terms for the Licensed Materials shall exist as between the identified Licensor and licensee and shall not include makeSEA.
Notwithstanding anything to the contrary contained in this Agreement, in the event the Licensed Material is alleged to infringe on a third party's intellectual property rights or encounters any other legal and/or ethical challenge, Licensor, licensee and You acknowledge and agree that the Content may be removed (temporarily or permanently) from the Services (and specifically the digital rights repository) in makeSEA's sole discretion. Upon such event and in its discretion, makeSEA may remove and/or modify the attribution lineage of the Licensed Material. Further, makeSEA may facilitate direct contact between Licensor and its licensee(s) but makeSEA shall not be obligated to participate in any legal action that may involve Licensor, licensee or You as to the Licensed Material.
2.7. Other Terms and Conditions. The Licensor shall not be bound by any additional or different terms or conditions communicated by You unless expressly agreed and documented in makeSEA as Additional Terms. Any arrangements, understandings, or agreements regarding the Licensed Material not stated herein are separate from and independent of the terms and conditions of this License.
2.8.1. This License does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Licensed Material that could lawfully be made without permission under this License. To the maximum extent permissible by law, if any provision of this License is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this License without affecting the enforceability of the remaining terms and conditions.
2.8.2. No term or condition of this License will be waived and no failure to comply consented to unless expressly agreed to by the Licensor. Nothing in this License constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities that apply to the Licensor or You, including from the legal processes of any jurisdiction or authority.
2.8.3. Except as to makeSEA® Licensed Content, makeSEA is not a party to the License between Licensor and You. Notwithstanding the foregoing, makeSEA may elect to apply one of its licenses to material it publishes and, in those instances, will be considered the "Licensor." For the avoidance of doubt, this paragraph does not form part of the makeSEA license(s).
2.8.4. makeSEA may be contacted via the contact us form available at www.makeSEA.com or via e-mail at support@makeSEA.com.
Sections 2.1, 2.5, 2.6, 2.7, and 2.8 shall survive the termination or expiration of these Terms.
3. Participating in our Community.
3.1. Registered Users. By registering for an account through makeSEA, You represent and warrant that You are the age of majority in Your jurisdiction (typically age 18). Services offered to registered users are provided subject to the Terms.
3.1.1. Registration. You agree to (a) only provide accurate and current information about Yourself (though use of an alias or nickname in lieu of Your legal name is acceptable), (b) maintain the security of Your passwords and identification, (c) promptly update the email address listed in connection with Your account to keep it accurate so that we can contact You, and (d) be fully responsible for all uses of Your account. You must not set up an account on behalf of another individual or entity unless You are authorized to do so.
3.1.2. No Equity Membership in makeSEA. Creating an account in makeSEA or using any of the Services does not and shall not be deemed to make You an equity member or affiliate of makeSEA or any of its subsidiaries or affiliates for any purpose whatsoever nor shall You have any of the rights of equity members.
3.1.3. Termination. makeSEA reserves the right to modify or discontinue Your account at any time for any reason or no reason at all.
Human-readable summary of Section 3.1:
Please do not register for an account on makeSEA unless You are at least 18 years old. makeSEA has the right to end Your account at any time. You are responsible for use of Your account. And of course, please do not set up an account for someone else unless You have permission to do so. Setting up an account does not make You an equity member of makeSEA.
3.2. Prohibited Conduct. You agree not to engage in any of the following activities:
3.2.1. Violating Laws and Rights. You may not (a) use any of the Services for any illegal purpose or in violation of any local, state, national, or international laws, (b) violate or encourage others to violate any right of or obligation to a third party, including by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights.
3.2.2. Solicitation. You may not use the Services or any information provided through the Services for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, pyramid schemes, USA or UN recognized terrorist organizations, or any other form of unsolicited or unwelcome solicitation.
3.2.3. Disruption. You may not use the Services in any manner that could disable, overburden, damage, or impair makeSEA or the Services, or interfere with any other party's use and enjoyment of the Services, including by (a) uploading or otherwise disseminating any virus, adware, spyware, worm or other malicious code, (b) interfering with or disrupting any network, equipment, or server connected to or used to provide any of the Services, or (c) violating any regulation, policy, or procedure of any network, equipment, or server.
3.2.4. Harming Others.
18.104.22.168. You may not post or transmit Content on or through the Services that, in makeSEA's sole discretion, is unlawful, harmful, offensive, obscene, pornographic, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false or misleading, or incites an illegal act.
22.214.171.124. You may not intimidate or harass another through the Services.
126.96.36.199. You may not post or transmit any personally identifiable information about minors on or through the Services.
3.2.5. Impersonation or Unauthorized Access.
188.8.131.52. You may not impersonate another person or entity, or misrepresent Your affiliation with a person or entity when using the Services.
184.108.40.206. You may not use or attempt to use another's account or personal information.
220.127.116.11. You may not attempt to gain unauthorized access to the Services, or the computer systems or networks connected to the Services, through hacking password mining or any other means.
Human-readable summary of Sec 3.2:
Play nice. Be yourself. Don't break the law or be disruptive or do things that harm others. Go Make Something®.
3.3. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, MAKESEA OFFERS THE SERVICES (INCLUDING ALL CONTENT AVAILABLE ON OR THROUGH THE SERVICES) AS-IS, AS-AVAILABLE AND WITH ALL FAULTS. MAKESEA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MAKESEA DOES NOT WARRANT THAT THE FUNCTIONS OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CONTENT MADE AVAILABLE ON OR THROUGH THE SERVICES WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SERVER(S) USED BY MAKESEA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MAKESEA DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE OF THE CONTENT AVAILABLE THROUGH THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. MAKESEA SHALL BEAR NO RESPONSIBILITY OR LIABILITY FOR THE CONTENT (OTHER THAN THE MAKESEA® LICENSED CONTENT) ON THE WEBSITES, ANY THIRD PARTY'S RELIANCE THEREON, THE POSTING OF IMPROPER OR ILLEGAL CONTENT, OR THE IMPROPER USE OF THE WEBSITES BY ANY THIRD PARTY, WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO, VIOLATIONS OF APPLICABLE ANTI-SPAMMING LAWS OR ANY VIOLATION OF ANY LAWS OR STATUTES REGULATING THE USE OF INTERNET WEB SITES, POSTING INFORMATION THAT CONTAINS VULGAR OR QUESTIONABLE LANGUAGE, THAT MAY BE OR BECOME ILLEGAL UNDER FEDERAL OR STATE LAWS, OR MAY BE ILLICIT, INDECENT OR PORNOGRAPHIC IN NATURE. MAKESEA PROVIDES NO WARRANTY AS TO THE EFFECTIVENESS, APPROPRIATENESS, OR COMPLETENESS OF THE CONTENT (OTHER THAN THE MAKESEA® LICENSED CONTENT) OR AS WHETHER OR NOT THE CONTENT CAN BE USED SAFELY AND/OR LEGALLY IN YOUR STATE. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You.
Human-readable summary of Section 3.3:
makeSEA does not make any guarantees about the Websites, Services, or Content available on the Websites. We take commercially reasonable steps to protect our users and keep the repository free of malicious or virus infected content, but don't rely on that and always protect Yourself.
3.4. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL MAKESEA NOR ANY INFORMATION PROVIDERS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, DIRECTORS, OFFICERS, SHAREHOLDERS, MANAGERS, MEMBERS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY LICENSOR ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF MAKESEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, NEITHER MAKESEA NOR ANY INFORMATION PROVIDERS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, DIRECTORS, OFFICERS, SHAREHOLDERS, MANAGERS, MEMBERS, OFFICERS, EMPLOYEES OR AGENTS SHALL RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY CONTENT POSTED ON OR AVAILABLE THROUGH THE SERVICES (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO THAT CONTENT), FOR YOUR USE OF THE SERVICES, OR FOR THE CONDUCT OF THIRD PARTIES ON OR THROUGH THE SERVICES.
Certain jurisdictions do not permit the exclusion of certain warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. In these jurisdictions, the foregoing exclusions and limitations will be enforced to the greatest extent permitted by applicable law. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM AMOUNT RECOVERABLE FOR DAMAGES UNDER THESE TERMS BY YOU FOR AN ALLOWABLE CLAIM AGAINST MAKESEA SHALL BE LIMITED TO THE GREATER OF EITHER: (1) THE AGGREGATE AMOUNT OF FEES PAID BY YOU TO MAKESEA FOR SERVICES PROVIDED UNDER THESE TERMS DURING THE PRIOR TWELVE (12) MONTHS; OR (2) THE AGGREGATE AMOUNT OF PROCESSING FEES ACTUALLY COLLECTED BY MAKESEA AS TO ANY LICENSED MATERIALS YOU HAVE UPLOADED AND LICENSED TO THIRD PARTIES DURING THE PRIOR TWELVE (12) MONTHS. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH OR ARISING OUT OF THE TERMS AND/OR THE SERVICES.
Human-readable summary of Section 3.4:
makeSEA is not responsible for user supplied Content on the sites, Your use of our Services, or for the conduct of others on our site. We try to ensure our users abide by these rules to the best of our ability and provide means to provide feedback and flag questionable content.
3.5. Indemnification. To the extent authorized by law, You agree to indemnify, defend, and hold harmless makeSEA, its information providers, subsidiaries, affiliates, service providers, directors, officers, shareholders, members, managers, employees and agents from and against any and all claims, losses, expenses, damages, and costs, including attorneys' fees, resulting directly or indirectly from or arising out of (a) Your violation of the Terms, (b) Your use or misuse of any of the Services, and/or (c) the Content You make available on any of the Services. You acknowledge and agree that in the event of an infringement claim, makeSEA, in its sole discretion, may elect to remove your Content from the digital rights repository which shall terminate any and all obligations to assist with managing License(s) associated with such Content and collecting any associated fees.
Human-readable summary of Sec 3.5:
If something happens because You violate these terms, because of Your use of the Services, or because of the content You post on the sites, You agree to be solely responsible for all damage it causes.
Human-readable summary of Section 3.6:
3.7. Intellectual Property Policy. You may not use any of the makeSEA IP in any manner without makeSEA's prior written permission, which may be conditioned or withheld in makeSEA's sole discretion. Without prior written consent, you may not republish, frame, retransmit, modify or create derivative works of any Content contained in the Website on any other Web site or in materials of any other entity. You may not use any of the makeSEA® trademarks and/or service marks (word and/or designs) in connection with any unauthorized modifications to any of the Licenses or any other arrangements, understanding or agreements concerning the use of Licensed Material. Further, the computer code created by or for makeSEA to generate the Website(s) is protected by copyright and any copying or adapting of such code is strictly prohibited.
3.8.1. By makeSEA. makeSEA may modify, suspend, or terminate the operation of, or access to, all or any portion of the Services at any time for any reason. Additionally, Your individual access to, and use of, the Services may be terminated by makeSEA at any time and for any reason.
3.8.2. By You. If You wish to terminate this agreement, You may immediately stop accessing or using the Services at any time. Cancellation of any associated License or ongoing fees can also be canceled online or by contacting our Customer Service Team at email@example.com, by phone at 800.803.1050 or by mail at P.O. Box 15630, San Luis Obispo, CA 93401.
3.8.3. Automatic Termination upon Breach. Your right to access and use the Services (including use of Your makeSEA® account) terminates automatically upon Your breach of any of the Terms.
3.8.4. Survival. The disclaimer of warranties, the limitation of liability, and the jurisdiction and applicable law provisions will survive any termination. The license grants applicable to Your Content are not impacted by the termination of the Terms and/or the termination of your makeSEA® account and shall continue in effect subject to the terms of the applicable License. Your warranties and indemnification obligations shall survive following termination.
Human-readable summary of Section 3.8:
If You violate these terms, You may no longer use our Services.
4. Copyright Complaints.
makeSEA respects copyright, and we prohibit users of the Services from submitting, uploading, posting, or otherwise transmitting any Content on the Services that violates another person's proprietary rights. In appropriate circumstances, makeSEA will remove from the Websites information that might infringe the intellectual property rights of others. In compliance with the Digital Millennium Copyright Act, if You believe Your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Website or on sites to which the Websites link, you must provide our Copyright Agent with notice, including substantially the following:
(i) A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
(ii) A description of the copyrighted work or works that you claim have been infringed and an identification of what material in such work(s) is claimed to be infringing and which you request to be removed from the Website. If multiple copyrighted works are covered by a single notification, a representative list of such works must be provided;
(iii) Identification of the location on the Website of the allegedly infringing material(s) reasonably sufficient to permit makeSEA to locate the material(s). The easiest way to do this is by providing Web addresses (URLs) leading directly to the allegedly infringing material(s);
(iv) Information reasonably sufficient to permit us to contact you, including your full name, physical address, telephone number, fax number and, if available, your direct email address:
(v) A statement by you that you have a good faith belief that the use of the material(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(vi) A statement by you that the information in your notice is accurate, and, under penalty of perjury, a declaration that you are the copyright owner or authorized to act on the copyright owner's behalf; and
(vii) Your electronic or physical signature.
Notice of copyright infringement should be mailed to makeSEA's Copyright Agent at the following address:
By mail: Copyright Agent
c/o Omegabit, LLC
697 Higuera Street, Suite A
San Luis Obispo, CA 93401
By email: support@makeSEA.com
THE COPYRIGHT AGENT SHOULD BE CONTACTED ONLY IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THE WEBSITE(S) OR ON SITES LINKED TO FROM THE WEBSITE(S). ALL OTHER INQUIRIES DIRECTED TO THE COPYRIGHT AGENT WILL NOT RECEIVE A RESPONSE.
5. Miscellaneous Terms.
5.1. Choice of Law; Dispute Resolution. The Websites (excluding linked sites) are controlled by makeSEA from its offices within the State of California, U.S.A. By accessing the Websites, you and makeSEA agree that all matters relating to your access to, or use of, the Websites shall be governed by the statutes and laws of the State of California, without regard to conflicts of laws principles. You and makeSEA also agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of San Luis Obispo County and the United States District Court for the Central District of California with respect to such matters. makeSEA makes no representation that the Services (and the content and information included therein) are appropriate for use in other locations. Those who choose to access the Services from locations outside California shall be responsible for compliance with local laws, if and to the maximum extent local laws may be applicable. Notwithstanding the foregoing, you agree that makeSEA shall still be allowed to apply for injunctive relief (or an equivalent type of urgent legal relief) in any jurisdiction.
If You are an authorized agent of a government or intergovernmental entity using the Services in Your official capacity, including an authorized agent of the federal, state, or local government in the United States, and You are legally restricted from accepting the controlling law, jurisdiction, or venue clauses above, then those clauses do not apply to You. For any such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding its choice of law rules).
5.2. No Waiver. Either party's failure to insist on or enforce strict performance of any of the Terms will not be construed as a waiver of any provision or right.
5.3. Severability. If any part of the Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
5.4. No Agency Relationship. The parties agree that no joint venture, partnership, employment, or agency relationship exists between You and makeSEA, or any of its affiliates or subsidiaries, as a result of the Terms or from Your use of any of the Services.
5.5. Integration. The Terms constitute the entire agreement between You and makeSEA, relating to this subject matter and supersede any and all prior communications and/or agreements between You and makeSEA, or Creative Commons, relating to access and use of the Services.
5.6. Import/Export. The Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular: (a) obtain any export, re-export, or import authorizations required by U.S.; (b) not design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide, re-route, or otherwise package the Website to prohibited countries and entities identified in the U.S. export regulations.
Human-readable summary of Section 5:
If there is a lawsuit arising from these terms, it should be in California and governed by California law. These Terms supersede all prior terms.
For additional information about the Websites or the Services, please contact us using the e-mail form available on the "Contact" page of the Websites.
Effective Date: June 20, 2019
© Copyright 2019 by Omegabit, LLC. All Rights Reserved.