You
and the Site agree that we may access, store, process, and use any information and personal
data that you provide following the terms of the Privacy Policy and your choices (including
settings).
By
submitting suggestions or other feedback regarding the Site, you agree that we can use and
share such feedback for any purpose without compensation to you.
We
do not assert any ownership over your Contributions. You retain full ownership of all of
your Contributions and any intellectual property rights or other proprietary rights
associated with your Contributions. We are not liable for any statements or representations
in your Contributions provided by you in any area on the Site. You are solely responsible
for your Contributions to the Site and you expressly agree to exonerate us from any and all
responsibility and to refrain from any legal action against us regarding your
Contributions.
As
part of the
functionality of the Site, you may link your account with online accounts
you
have with third-party service providers (each such account, a “Third-Party
Account”) by either: (1) providing your Third-Party Account login
information through the Site; or (2) allowing us to access your Third-Party
Account, as is permitted under the applicable terms and conditions that
govern your use of each Third-Party Account. You represent and warrant that
you are entitled to disclose your Third-Party Account login information to
us and/or grant us access to your Third-Party Account, without breach by you
of any of the terms and conditions that govern your use of the applicable
Third-Party Account, and without obligating us to pay any fees or making us
subject to any usage limitations imposed by the third-party service provider
of the Third-Party Account. By granting us access to any Third-Party
Accounts, you understand that (1) we may access, make available, and store
(if applicable) any content that you have provided to and stored in your
Third-Party Account (the “Social Network Content”) so that it is available
on and through the Site via your account, including without limitation any
friend lists and (2) we may submit to and receive from your Third-Party
Account additional information to the extent you are notified when you link
your account with the Third-Party Account. Depending on the Third-Party
Accounts you choose and subject to the privacy settings that you have set in
such Third-Party Accounts, personally identifiable information that you post
to your Third-Party Accounts may be available on and through your account on
the Site. Please note that if a Third-Party Account or associated service
becomes unavailable or our access to such Third-Party Account is terminated
by the third-party service provider, then Social Network Content may no
longer be available on and through the Site. You will have the ability to
disable the connection between your account on the Site and your Third-Party
Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE
THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS
GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE
PROVIDERS. We make no effort to review any Social Network Content for any
purpose, including but not limited to, for accuracy, legality, or
non-infringement, and we are not responsible for any Social Network Content.
You acknowledge and agree that we may access your email address book
associated with a Third-Party Account and your contacts list stored on your
mobile device or tablet computer solely for purposes of identifying and
informing you of those contacts who have also registered to use the Site.
You can deactivate the connection between the Site and your Third-Party
Account by contacting us using the contact information below or through your
account settings (if applicable). We will attempt to delete any information
stored on our servers that was obtained through such Third-Party Account,
except the username and profile picture that become associated with your
account.
You
acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or
other information regarding the Site ("Submissions") provided by you to us are
non-confidential and shall become our sole property. We shall own exclusive rights,
including all intellectual property rights, and shall be entitled to the unrestricted
use and dissemination of these Submissions for any lawful purpose, commercial or
otherwise, without acknowledgment or compensation to you. You hereby waive all moral
rights to any such Submissions, and you hereby warrant that any such Submissions are
original with you or that you have the right to submit such Submissions. You agree there
shall be no recourse against us for any alleged or actual infringement or
misappropriation of any proprietary right in your Submissions.
14.
THIRD-PARTY
WEBSITES AND CONTENT
The
Site may contain (or you may be sent via the Site) links to other
websites ("Third-Party Websites") as well as articles, photographs,
text, graphics, pictures, designs, music, sound, video, information,
applications, software, and other content or items belonging to or
originating from third parties ("Third-Party Content"). Such Third-Party
Websites and Third-Party Content are not investigated, monitored, or
checked for accuracy, appropriateness, or completeness by us, and we are
not responsible for any Third-Party Websites accessed through the Site
or any Third-Party Content posted on, available through, or installed
from the Site, including the content, accuracy, offensiveness, opinions,
reliability, privacy practices, or other policies of or contained in the
Third-Party Websites or the Third-Party Content. Inclusion of, linking
to, or permitting the use or installation of any Third-Party Websites or
any Third-Party Content does not imply approval or endorsement thereof
by us. If you decide to leave the Site and access the Third-Party
Websites or to use or install any Third-Party Content, you do so at your
own risk, and you should be aware these
Terms of Use
no longer govern. You
should review the applicable terms and policies, including privacy and
data gathering practices, of any website to which you navigate from the
Site or relating to any applications you use or install from the Site.
Any purchases you make through Third-Party Websites will be through
other websites and from other companies, and we take no responsibility
whatsoever in relation to such purchases which are exclusively between
you and the applicable third party. You agree and acknowledge that we do
not endorse the products or services offered on Third-Party Websites and
you shall hold us harmless from any harm caused by your purchase of such
products or services. Additionally, you shall hold us harmless from any
losses sustained by you or harm caused to you relating to or resulting
in any way from any Third-Party Content or any contact with Third-Party
Websites.
15. U.S.
GOVERNMENT RIGHTS
Our
services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”)
2.101. If our services are acquired by or on behalf of any agency not within the
Department of Defense (“DOD”), our services are subject to the terms of these
Terms of Use
in accordance with FAR 12.212 (for
computer software) and FAR 12.211 (for technical data). If our services are acquired
by or on behalf of any agency within the Department of Defense, our services are
subject to the terms of these
Terms of Use
in accordance with Defense Federal
Acquisition Regulation (“DFARS”) 227.7202-
3.
In addition, DFARS 252.227-7015
applies to technical data acquired by the DOD. This U.S. Government Rights clause is
in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that
addresses government rights in computer software or technical data under these
Terms of Use
.
We
reserve the right, but not the obligation, to: (1) monitor the Site for violations of
these
Terms of Use
; (2) take appropriate legal action
against anyone who, in our sole discretion, violates the law or these
Terms of Use
, including without
limitation, reporting such user to law enforcement authorities; (3) in our sole
discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of
your Contributions or any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from the Site or otherwise
disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner
designed to protect our rights and property and to facilitate the proper
functioning of the Site.
We
care about data privacy and security. By using the Site, you agree
to be bound by our Privacy Policy posted on the Site, which is
incorporated into these
Terms of Use
. Please be advised
the Site is hosted in
the
United States
. If you access the Site from any other region of the world
with laws or other requirements governing personal data collection,
use, or disclosure that differ from applicable laws in
the
United States
, then through your continued use of the Site, you are
transferring your data to
the
United States
, and you agree to have your data transferred to and
processed in
the
United States
.
These
Terms of Use
shall remain in full force and effect while you use the
Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE
TERMS OF USE
, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND
WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP
ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF
ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE
TERMS OF USE
OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE
YOUR USE OR PARTICIPATION IN THE SITE OR DELETE
YOUR
ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If
we terminate
or suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of
any third party, even if you may be acting on behalf of the third party. In
addition to terminating or suspending your account, we reserve the right to
take appropriate legal action, including without limitation pursuing civil,
criminal, and injunctive redress.
19. MODIFICATIONS AND INTERRUPTIONS
We reserve the
right to change, modify, or remove the contents of the Site at any time or for any reason at our sole
discretion without notice. However, we have no obligation to update any information on our Site. We also
reserve the right to modify or discontinue all or part of the Site without notice at any time. We will
not be liable to you or any third party for any modification, price change, suspension, or
discontinuance of the Site.
We cannot
guarantee the Site will be available at all times. We may experience hardware, software, or other
problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or
errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the
Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever
for any loss, damage, or inconvenience caused by your inability to access or use the Site during any
downtime or discontinuance of the Site. Nothing in these
Terms of Use
will be construed to obligate us to maintain and support
the Site or to supply any corrections, updates, or releases in connection therewith.
These
Terms of Use
and your use of the Site are governed by and construed in
accordance with the laws of
the State
of
Wyoming
applicable to
agreements made and to be entirely performed within
the State of
Wyoming
, without regard to its conflict of law principles.
To expedite resolution and
control the cost of any dispute, controversy, or claim related to these
Terms of Use
(each "Dispute" and collectively, the
“Disputes”) brought by either you or us (individually, a “Party” and collectively, the
“Parties”), the Parties agree to first attempt to negotiate any Dispute (except those
Disputes expressly provided below) informally for at least thirty (30)
days before initiating arbitration. Such informal negotiations commence upon written notice
from one Party to the other Party.
If the Parties are unable to resolve a Dispute
through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be
finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU
WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and
conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and,
where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer
Rules"), both of which are available at the AAA website www.adr.org. Your
arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules
and, where appropriate, limited by the AAA Consumer Rules.
If such
costs are determined by the arbitrator to be excessive, we will pay all
arbitration fees and expenses.
The
arbitration may be conducted in person, through the submission of documents, by phone, or online. The
arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested
by either Party. The arbitrator must follow applicable law, and any award may be challenged if the
arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable
law, the arbitration will take place in
Wyoming
. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay
proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by
the arbitrator.
If for any reason, a Dispute
proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts
located in
United States of America
,
Wyoming
, and the Parties hereby consent to, and waive all defenses of lack of personal
jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such
state and federal courts
. Application of the United Nations Convention on Contracts for the International Sale of Goods
and the Uniform Computer Information Transaction Act (UCITA) are excluded from these
Terms of Use
.
In no event
shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or
unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of
competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to
submit to the personal jurisdiction of that court.
Restrictions
The
Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the
full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no
right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action
procedures; and (c) there is no right or authority for any Dispute to be brought in a purported
representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations
and Arbitration
The Parties agree that the following Disputes are not subject to the
above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to
enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b)
any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized
use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable,
then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found
to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within
the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of
that court.
22. CORRECTIONS
There
may be information on the Site that contains typographical errors, inaccuracies, or omissions, including
descriptions, pricing, availability, and various other information. We reserve the right to correct any
errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without
prior notice.
23. DISCLAIMER
THE
SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES
WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES
OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES
LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE
SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE
LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS
IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY
CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE,
GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY
THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR
OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR
SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION
WHERE APPROPRIATE.
24. LIMITATIONS OF LIABILITY
IN
NO EVENT WILL
WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE,
LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR
ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE
LIMITED TO
THE AMOUNT PAID,
IF ANY, BY YOU TO US
DURING THE SIX (6) MONTH
PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING
.
CERTAIN US STATE LAWS AND
INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON
IMPLIED WARRANTIES OR THE EXCLUSION OR
LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS
APPLY TO YOU, SOME OR ALL OF THE ABOVE
DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU,
AND YOU MAY HAVE ADDITIONAL RIGHTS.
25. INDEMNIFICATION
You
agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our
respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim,
or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out
of:
(1) use of the Site; (2) breach of these
Terms of Use
; (3) any breach of your representations and warranties set
forth in these
Terms of Use
; (4) your violation of the rights of a third party, including
but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the
Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve 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, at your expense, with our defense of such claims. We will use reasonable
efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon
becoming aware of it.
26. USER DATA
We
will maintain certain data that you transmit to the Site for the purpose of managing the performance of the
Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data,
you are solely responsible for all data that you transmit or that relates to any activity you have
undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of
any such data, and you hereby waive any right of action against us arising from any such loss or corruption
of such data.
27. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and
completing online forms constitute electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures, and other communications we
provide to you electronically, via email and on the Site, satisfy any legal requirement that such
communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,
AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS
INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any
statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original
signature or delivery or retention of non-electronic records, or to payments or the granting of credits
by any means other than electronic means.
28. CALIFORNIA USERS AND RESIDENTS
If any
complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North
Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
29. MISCELLANEOUS
These
Terms of Use
and any policies or operating rules posted by us on the Site
or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure
to exercise or enforce any right or provision of these
Terms of Use
shall not operate as a waiver of such right or provision.
These
Terms of Use
operate to the fullest extent permissible by law. We may
assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable
for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any
provision or part of a provision of these
Terms of Use
is determined to be unlawful, void, or unenforceable, that
provision or part of the provision is deemed severable from these
Terms of Use
and does not affect the validity and enforceability of any
remaining provisions. There is no joint venture, partnership, employment or agency relationship created
between you and us as a result of these
Terms of Use
or use of the Site. You agree that these
Terms of Use
will not be construed against us by virtue of having drafted
them. You hereby waive any and all defenses you may have based on the electronic form of these
Terms of Use
and the lack of signing by the parties hereto to execute
these
Terms of Use
.
30. CONTACT US
In
order to
resolve a complaint regarding the Site or to receive further information regarding use of the Site,
please contact us at: [email protected]