Terms of Service

Thank you for your interest in using the online services (the “Service”) operated by Plaza Noir Network. (“PNN”) and offered through the {“PNN”) Web site located at http://www.plazanoir.com. These Terms of Service (“Terms”) govern your use of the Service and the Site. Please read these Terms carefully. By using (PNI), you are stating that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you are not permitted to use (PN.

1. Your Responsibilities. You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the Plaza Noir Network and for paying all charges related thereto. When you register to become a member of the Plaza Noir Network, collects certain personal information about you. You agree that PNN may use any information PNN obtains about you in accordance with the provisions of the Plaza Noir Network Privacy Policy. You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. In addition, you agree not to use the Plaza Noir Network to: (a) violate any local, state, national, or international law or regulation; (b) transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (c) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (d) transmit any material that contains adware, malware, spyware, 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; (e) stalk, harass, or harm another individual; (f) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (g) interfere with or disrupt the Plaza Noir Network or servers or networks connected to the Plaza Noir Network, or disobey any requirements, procedures, policies, or regulations of networks connected to the Plaza Noir Network.

2. User Submissions. PNN does not claim ownership of any information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials you submit for display or distribution to others through the Plaza Noir Network (collectively, “User Submissions”). As between PNN and you, you own all rights to your User Submissions. However, you grant to PNN and PNN’s affiliates, representatives, and assigns an irrevocable, perpetual, non-exclusive, fully-paid, world-wide, license (sublicensable through multiple tiers) to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (in whole or in part) in any format or medium now known or later developed; provided, however, that the exercise by PNN of its rights under the foregoing license shall at all times be subject to the limitations upon disclosure of your User Submissions imposed upon PNN under the Plaza Noir Network Privacy Policy. PNN reserves the right to display advertisements in connection with User Submissions and to use User Submissions for advertising and promotional purposes. PNN does not pre-screen User Submissions and you agree that you are solely responsible for all of your User Submissions. PNN is not required to host, display, or distribute any User Submissions, and may remove at any time or refuse any User Submissions. PNN is not responsible for any loss, theft or damage of any kind to any User Submissions. You represent and warrant that your User Submissions and PNN’s authorized use thereof do not and will not infringe the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights).

3. Copyright Infringement. PNN respects the intellectual property rights of others. Accordingly, PNN has a policy of removing User Submissions that violate copyright law, suspending access to the Plaza Noir Network (or any portion thereof) to any user who uses the Plaza Noir Network in violation of copyright law, and/or terminating in appropriate circumstances the account of any user who uses the Plaza Noir Network in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, PNN has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a user of the Plaza Noir Network, please provide written notice to the following PNN agent for notice of claims of copyright infringement.

Charles W. Gray, CEO
Plaza Noir, Inc.
673 W. Mariposa St
Altadena, CA 91001
Tel: (626) 277-8132
Email: charleswgray@plazanoir.com

Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow PNN to locate that material; (d) contain adequate information by which PNN can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Please do not send notices or inquiries unrelated to alleged copyright infringement to PNN’s designated agent.

4. Termination. PNN may terminate your Plaza Noir Network membership or suspend your access to all or part of the Plaza Noir Network, without notice, if you violate these Terms or you engage in any conduct that PNN, in its sole and absolute discretion, believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of PNN, any other Plaza Noir user, or any third party. YOU AGREE THAT PNN SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR REMOVING YOUR USER SUBMISSIONS OR SUSPENDING OR TERMINATING YOUR ACCESS TO THE Plaza Noir NETWORK (OR ANY PORTION THEREOF). You may discontinue your participation in and access to the Plaza Noir Network at any time. PNN reserves the right to investigate your use of the Plaza Noir Network in the event PNN, in its sole and absolute discretion, believes you have violated these Terms.

5. Modifications To Terms. PNN may, in its sole and absolute discretion, change these Terms from time to time. PNN will post notice of such changes on the Site. If you object to any such changes, your sole recourse shall be to cease using the Plaza Noir Network. Continued use of the Plaza Noir Network following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

6. Modifications To Plaza Noir Network. PNN reserves the right to modify or discontinue the Plaza Noir Network with or without notice to you. YOU AGREE THAT PNN SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD PNN EXERCISE ITS RIGHT TO MODIFY OR DISCONTINUE THE PLAZA NOIR NETWORK.

7. Fees. PNN reserves the right at any time to charge fees for access to new Plaza Noir Network content or services or to portions of the existing Plaza Noir Network content or services or to the Plaza Noir Network as a whole. For example, PNN may offer users of the  Plaza Noir Network the opportunity to pay fees in exchange for increased storage capacity on PNN’s servers. In no event will you be charged for access to any Plaza Noir Network content or service, or to the Plaza Noir Network as a whole, unless we obtain your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to paid content or services. Details regarding the content or services you will receive in exchange for fees, as well as the payment terms and conditions that apply, will be disclosed to you prior to your agreement to pay such fees. Any such terms and conditions shall be deemed to be a part of (and are hereby incorporated by reference into) these Terms.

8. Password and Security. You are responsible for maintaining the confidentiality of your Plaza Noir Network password, and you are solely responsible for all activities that occur under your password. You agree to immediately notify PNN of any unauthorized use of your password or any other breach of security related to the Plaza Noir Network. PNN reserves the right to require you to alter your password if PNN believes that your password is no longer secure. YOU AGREE THAT PNN WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD.

9. Links. PNN’s provision of a link to any other Web site or Internet resource is for your convenience only and does not signify PNN’s endorsement of such other Web site or resource or its contents. YOU AGREE THAT PNN SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, SOFTWARE, OR MATERIALS FOUND AT ANY OTHER WEB SITE OR INTERNET RESOURCE.

10. No Commercial Use. You may not resell, distribute, make any commercial use of (other than to keep and share information for your own business purposes), use on a timeshare or service bureau basis, or use to operate a Web site or otherwise generate income from the Plaza Noir Network.

11. Disclaimer of Warranties. YOU EXPRESSLY AGREE THAT USE OF THE PLAZA NOIR NETWORK IS AT YOUR SOLE RISK. THE PLAZA NOIR NETWORK IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PNN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLAZA NOIR NETWORK (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). GWL MAKES NO WARRANTY THAT THE PLAZA NOIR NETWORK WILL MEET YOUR REQUIREMENTS, OR THAT THE PLAZA NOIR NETWORK WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU ACKNOWLEDGE THAT ACCESS TO DATA (INCLUDING, BUT NOT LIMITED TO, DOCUMENTS, PHOTOGRAPHS, AND SOFTWARE FILES) STORED BY YOU OR OTHERS ON THE PLAZA NOIR NETWORK IS NOT GUARANTEED AND THAT PNN SHALL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF DATA CAUSED BY THE PLAZA NOIR NETWORK OR ITS UNAVAILABILITY. PNN MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLAZA NOIR NETWORK, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PLAZA NOIR NETWORK, OR THAT DEFECTS IN THE PLAZA NOIR NETWORK WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLAZA NOIR  NETWORK IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PNN OR THROUGH THE PLAZA NOIR  NETWORK SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

12. Limitation of Liability. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PNN OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE PLAZA NOIR NETWORK.

13. Exclusions And Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that PNN may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of PNN’ liability shall be the minimum permitted under such applicable law.

14. Indemnification. You agree to indemnify, defend, and hold harmless PNN, its parents, subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) violation of these Terms. PNN reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with PNN’s defense of such claim.

15. Trademarks. “Plaza Noir” and the Plaza Noir design, as well as certain other of the names, logos, and materials displayed in the Plaza Noir Network constitute trademarks, trade names, service marks or logos (“Marks”) of PNN or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with PNN or those other entities.

16. Copyrights; Restrictions on Use. The content on the Site (the “Content”), including without limitation, video, text, photos, and graphics, is protected under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by PNN or its licensors. Other than with respect to your own User Submissions: (a) the Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of PNN and its applicable licensors; and (b) you must abide by all copyright notices, information, or restrictions contained in or attached to any Content.

17. Miscellaneous. These Terms, together with the terms of any end user license agreement to which you agree when downloading any software that GWL makes available through the Plaza Noir Network and any additional terms to which you agree when using particular elements of the Plaza Noir Network (e.g., terms relating to the payment of fees for certain Plaza Noir Network content or services), constitute the entire and exclusive and final statement of the agreement between you and PNN with respect to the subject matter hereof, and govern your use of the Plaza Noir Network, superseding any prior agreements or negotiations between you and PNN with respect to the subject matter hereof. These Terms and the relationship between you and PNN shall be governed by the laws of the State of California as applied to agreements made, entered into, and performed entirely in California by California residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Plaza Noir Network shall be brought in the Federal or State courts located in San Francisco County, California, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of PNN to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of PNN and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Plaza Noir Networks or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect. The terms of Sections 2 and 11 through 17 of these Terms, as well as any other limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Plaza Noir Network.