TERMS OF SERVICE AGREEMENT
THE FOLLOWING TERMS AND CONDITIONS ARE ENTERED INTO By THE OWNERS AND OPERATORS (“WE OR US”) OF WWW.ROCKFORDBUZZ.COM (“WEBSITE”) and any ORGanization or entity (“you OR “YOUR”) ThAT CREATES AN ACCOUNT TO USE OUR event CALENDAR, DEAL POSTING, & BUSINESS PROFILE aDVERTISING SERVICES (“SERVICES”).
IF YOU ARE UNDER THE AGE OF 18, YOU ARE RESTRICTED FROM USING or registering to use THE SERVICES. By using the Services and otherwise entering into this Agreement, You represent to us that You are at least 18 years of age.
Non-Exclusive Limited License To Use The Services
Subject to your continued compliance with the terms and conditions of this Agreement, You are hereby granted a non-exclusive, non-transferable and revocable license and right to access and use the Services and all online content, video or audio files, graphics, images or any other materials or applications made available to You by us, from time to time, for use by you on this Website only (“Materials”) including the right to: i) access and use the Ad User profile control panel located on the password-protected secure area of our Website (“Profile Panel”) in order to upload your business profile including any content relevant to your business, such as any images You choose to upload in connection with your profile, any text, relevant links, etc. (as may be restricted elsewhere in these terms including in our User Content Policy); and ii) access our online event calendar made available to the general public (“Event Calendar”) in order to upload information related to specific upcoming events in connection with your business.
Except as expressly stated herein, this grant of License does not convey any other rights in and to the Services or any Materials contained on restricted portions of this Website, express or implied, or ownership of any applicable Materials or any intellectual property rights. All rights not expressly granted herein are reserved by us. You may not use the Services or any Materials contained on this Website in any manner that infringes on the copyrights or proprietary interests of any third party or that is in violation of any law, as more fully stated in our User Content Policy contained in these terms.
General License Restrictions
No Ad User is authorized to: (i) resell or sublicense, outsource, time-share or rent the Services or Materials; (ii) copy, distribute, transmit, or publish any portions of the Website or separate Website element to the public; (iii) download (other than page caching) or modify any portion of the Website in any form, format, or method; (iv) modify, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Services or any Materials or otherwise attempt to discover any source code or use unauthorized versions of the Services or any Materials for purposes including (without limitation) building a product or service similar to or competitive with the Services or to gain unauthorized access to the Services; or (v) otherwise use the Services or any Materials as part of a product or service for any use or purpose whatsoever or in any way exploit any of the Services, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to your use of the Services. The Services and all Materials are being licensed and not sold to You pursuant to the terms and conditions of this Agreement.
Event Calendar Use Restrictions
The limited right to access and upload event information using our Event Calendar that is being granted herein does not include the right and each Ad User is otherwise strictly prohibited from uploading information on the Event Calendar that is a specific advertisement regarding some product or service being offered by the Ad User not in connection with a specific event. As an example, permissible event information would include information related to celebrations, anniversaries, seasonal closings, grand openings, festivals or nightly events such as “comedy night” or “jazz night.” Information that is prohibited includes, for example, “50 Cent Wing Night” or “10% Sunday Sale” or a similar such specific advertisements where the “event” is the advertisement or promotion itself or the event is entirely dependent upon such advertisement or promotion of specific goods or services as the central component of the event, without which the event would not exist or would not exist in the manner or form as advertised by such Ad User. Any information which is viewed by us, in our sole discretion, as a straight advertisement will be removed without notice to You. Notwithstanding, general information about any posted event which may include a description of the goods or services being offered at or through the event is permitted (i.e. “the ABC Farmer’s Market offers a fresh selection of organic foods grown locally and brought to you directly.”).
Intellectual Property Notice
All logos or any other trademarks, trade names or service marks, whether marked or unmarked, and/or any software, photographs, illustrations, audio files, video files (including any videos we may make available to our Ad Users for their general use in connection with the Services), animations, flash files, data files, code snippets, tags and metatags and other material (collectively “Content”) which is protected by copyright, trademark or other proprietary rights by us or affiliates or other third parties. No Content may be used without our prior written consent. We retain all right, ownership, title and interest in all Content, whether or not we have registered for or has been granted any such protections under State and/or Federal law.
Pricing & Subscription Term
By registering and creating an account to use the Services, You agree to pay a monthly access fee equal to $39.95 for each month, $399 if the initial term is paid in full, You use and access the Services, which shall be subject to change by us at any time and without any direct notice to You. The initial term shall be equal to twelve-months (“Term”), beginning on and including the day You sign-up to receive the Services, unless otherwise stated in this Agreement, and ending on 11:59 p.m. EDT (GMT-5 hours) on the final day of the Term. This Agreement shall be automatically renewed upon the same terms and conditions for successive terms equal to one-month each (“Renewal Term”), unless this Agreement is cancelled by You in the manner set forth in this Agreement. Each Renewal Term shall begin on 12:00 a.m. EDT (GMT-5 hours) on the day following the last day of the previous Term, or any subsequent Renewal Term. You agree that your acceptance of this Agreement indicates your express informed consent FOR us to automatically charge the fees stated in this agreement from you upon the expiration of the term and upon the expiration of each subsequent renewal term, unless this agreement is otherwise cancelled by you. You agree that You have been given every opportunity to review these terms before making any such payment(s) to us. You agree that your failure to cancel this Agreement in the manner set forth herein constitutes your continued acceptance of the renewal of these terms and your continued authorization to charge you IN THE AMOUNTS STATED AND upon the terms stated in this agreement. The amount due for the initial Term will be invoiced to You by us promptly after your registration and after the beginning of any Renewal Term and You agree to pay the same promptly when due. Failure to pay this amount when due will give us the right to terminate your access and use of the Services immediately upon the date in which payment is due and subsequently not received by us. We are not responsible for pricing errors stated on our Website. We also reserve the right to cancel your use of the Services if we determine that there were inaccuracies in any description or information contained on this Website regarding the Services. All pricing is in United States currency (USD), unless otherwise stated.
Sharing Information With Ad Users
Home Page Profile Randomizer
Each Ad User who registers to use the Services shall be eligible to have their business profile displayed on our home page for a duration to be determined by us in our sole discretion. Ad User profiles will be picked at random using methods as determined by us to yield the most random and diverse results. We shall not be responsible to You and we make no guarantees and otherwise shall not have any liability to You whatsoever for any omission of your business profile on our home page at any time during your use of the Services.
Ad User Registration
We require that Ad Users register and create an account in order to subscribe to use the Services offered through our Website. Once You provide the requested information during the registration process, an account will be automatically created. You will be required to maintain and update your registration information as required to keep your information complete and accurate at all times. We may, in our discretion, terminate, suspend, or modify your registration with, or access to, all or part of the Services, without notice, at any time if you have provided untrue, inaccurate or incomplete registration information.
You will be issued or required to create a user ID and password to log-in to the restricted areas of our Website including your Profile Panel and the Event Calendar in order to use the Services. You can use this log-in information to access the Services at any time. You will be able to create a unique user ID and password after you have logged-in for the first time.You will be able to change your password after the initial log-in and account creation. It is your responsibility at all times to maintain the security and confidentiality of your account information, including your user ID and password information. We are not responsible and shall have no liability to You for any misuse or unauthorized access or use of your account. You agree that You shall be the only user of your account and will not allow others to use your account information to log-in and access this Website other than has may be expressly allowed under your license rights stated in this Agreement. You assume liability for and are solely responsible at all times for all use and all actions made under or through your account including, but not limited to, unauthorized use by any third parties or any employees. You agree that we may act in reliance, without investigation, upon any of your log-In information. We will not be required to inquire into the truth or evaluate the merits of any of your log-In information.
Your ability to access and use the Services may require the payment of third party fees and charges (including but not limited to fees and charges such as telephone toll charges, airtime charges or Internet service provider fees, or fees or taxes imposed on Internet services, including any sales or use taxes, by governmental agencies). You are responsible for paying all such fees, charges and taxes. We are not responsible for any equipment you may need to be able to access or use the Site or the Services.
Children Online Protection Act Notification
User Content Policy
The following Policy contains important restrictions, notices and disclaimers and shall apply to any Ad User using our Services and governs use of any and all Materials on our Website and appearing on any Ad User’s public profile and/or on our Event Calendar including, but not limited to, any permitted images, graphics, photos, videos, audio recordings, text ideas, all written or electronic materials, including text or other content provided by any Ad User displayed on the Website (“Content”). In consideration for your access and use of the Services offered by us through this Website, You agree to comply with the following terms and conditions at all times during your use of this Website:
A. Content Use & Ownership: You are permitted to use any images or videos created by us that we may elect (in our sole discretion) to make available to users of our Services, from time to time, and provided through your online Profile Panel. You are also permitted to upload your own images to our image bin and use such images on your Profile Panel. You may upload any links to your business’s website or blog or text about your business or a general description of the products or services offered by your business to your Profile Panel. You are not permitted to upload any videos provided by or created by You onto your Profile Panel or Event Calendar. Please note that any images uploaded by You may be reviewed by our staff, but it is nevertheless your sole responsibility to ensure that the images fall within our User Content Policy guidelines, set forth in more detail below. We do screen any images You upload to ensure that they are actual image files and that such files do not exceed the upload file size limit (as referenced during the registration process and/or on our Website).
Specific advertisements about a product or service offered by any Ad User is permitted to be displayed onto such Ad User’s Profile Panel (i.e. “50% Off Name Brand Bags This Thursday thru Sunday” only!). In addition, general product or service information such as “Home of the $1 Hot Dog!” is permitted to be displayed n your Profile Panel.
You represent that You are the owner, authorized licensee or authorized user of any Content that is uploaded and used/displayed directly by You.
B. Prohibited Content: You agree that You will not upload, publish, link to or otherwise display any Content that:
i) promotes, solicits, comprises or contains abusive, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, pornographic, profane, threatening, vulgar or otherwise inappropriate, objectionable or unlawful material or that is harmful to minors; or
ii) encourages conduct that would violate any law or Content that violates any applicable statute, ordinance, regulation or rule; or
iii) contains personal information about any individual without that persons consent or otherwise violates the privacy of any other individual or entity or Content You are not authorized to disclose; or
iv) misrepresents an affiliation with another person or organization or posting any Content that infringes any copyright, trademark, service mark, patent, trade secret or other intellectual property right of any third party; or
v) contains viruses, corrupted files, worms, Trojan horses or any other similar malicious software or programs that may expropriate, intercept or interfere with any data, information, property or system of another person or that may damage interfere or adversely affect the operation of our Website or any computer or other device of any user of our Website; or
vi) is materially false, misleading or inaccurate.
C. User Indemnification: You agree that You shall indemnify, defend, hold harmless and pay any judgment or settlement of, any and all claims or actions of whatever kind or nature asserted by any third party against us, including any of our officers, employees, agents or representatives, as may be applicable, arising from or in connection with any Content You upload in connection with your use of the Services. You agree to pay all expenses, court costs and attorneys’ fees incurred by us in connection with any of the foregoing claims or actions.
E. Irrevocable Limited License to Use Content: Any Content you submit, upload or post to this Website by any means will be treated as non-confidential and non-proprietary and may be edited or restricted from being displayed on this Website, at our sole discretion. When you post Content on this Website, you keep all rights and title to the Content including any copyrights, but you grant us with an irrevocable, nonexclusive, royalty-free and perpetual right to post, display, copy, and modify that Content in connection with the operation of this Website, the Services and our business generally and to sell or otherwise transfer that Content in connection with transfer of operation and/or ownership of this Website or other location to which the Content was posted.
F. Limited Editorial Control: We may from time to time monitor or review any Content posted or transmitted by ourAd Users to ensure compliance with this Policy. However, we are under no obligation to do so. We reserve the right, in our sole discretion, to terminate any Ad User account, remove any Content and/or remove any user’s ability to upload any Content if we believe that such user has violated any of the terms or conditions contained in this policy. We are a provider of “interactive computer services” under the Communications Decency Act, 47 U.S.C. Section 230 (“CDA”). We intend to comply with the requirements of the CDA and shall exercise any editorial control over any of the Content in a limited fashion in order to carry out the terms of this policy and/or protect its interest or rights or those of any third parties. Our liability for defamation and other claims arising out of or in any way related to the Content shall be limited as described in the CDA. We shall not have any legal obligation to assume any editorial control over the Content.
G. Content Disclaimers & Investigations: We shall not be responsible for any Content uploaded onto or displayed on our Website and we do not warrant the accuracy of any such Content. We assume no responsibility to investigate or verify the accuracy of any Content or that the Content does not violate any law or the rights of some third party or is otherwise injurious or causes some third party to suffer any damages. You agree that under no circumstances shall we be liable to You for any damages or claims of any kind or nature whatsoever occurring or arising from any Content posted or transmitted on this Website by anyAd User including, but not limited to, any Content that is defamatory, libelous or slanderous, contains any omissions, falsehoods, obscenities, is pornographic or sexually explicit or profane or otherwise violates any law or right of some third party, or related to the content or nature of any events displayed on our Website posted by any Ad User and the manner in which any Ad User displays such events on this Website. We do not represent or endorse the accuracy or reliability of any Content. You acknowledge that any reliance by you upon any Content (whether yours or others) shall be at your sole risk. We do not generally monitor user activity occurring in connection with the Profile Panel or with your use of the Services generally. However, if we become aware of any actual or possible violations by You of any provision of this Agreement, including without limitation this User Content Policy, we reserve the right to investigate such actual or possible violations and we may, at our sole discretion, immediately terminate this Agreement (including the License granted herein), or may change, alter or remove any Content, in whole or in part, without prior notice to You. If, as a result of any such investigation, we believe that criminal activity has occurred or is occurring, we reserve the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. In connection with any such investigation, we are entitled, except to the extent prohibited by applicable law, to disclose to law enforcement or other government officials, as we in our sole discretion believes to be necessary or appropriate, any information (including without limitation personally identifiable information), about you that is in our possession in connection with your use of the Profile Panel and the Services in general.
H. DMCA and Trademark/Service Mark Policy: We will, in appropriate circumstances as determined in our sole discretion, terminate your rights to submit, upload or post any Content if you infringe the intellectual property rights of others. We will investigate notices of copyright infringement and take appropriate actions pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). We also have procedures in place for You to protest any notices of alleged infringement of any Content You have submitted, uploaded or posted to this Website. Please see our DMCA Policy on this Website for more details.
We can terminate your use and access of the services by sending you a notice of termination to the e-mail address included in your log-in information (which notice shall be effective upon being sent by us) if: i) You violate or breach one or more provisions of this Agreement; or ii) we determine in our sole and exclusive judgment that terminating your access to our Website, the Services or your Profile Panel is advisable for security reasons, to protect us from liability, or to maintain the continued normal uninterrupted operation of our Website and/or the Services; or iii) if we determine in our sole judgment that continuing the operation of the Services and/or Website is no longer desirable or in the best interests of the operators of the Website. Once this Agreement is terminated for any reason, your license to use the Services shall terminate and shall otherwise be revoked by us. Content that you have posted to the Website, other than Content that has been published, will be deleted as a result of your termination. We will retain any of your Identity Information only for so long as is reasonably required to fulfill the purposes for which it was collected, but data retained in backups will be removed only as the backups are purged in the normal course of our backup procedures.
You hereby agree to defend, indemnify and hold us, our officers, directors, employees, consultants, agents, representatives, joint venture or joint venture partners, attorneys or any parent, subsidiary or other entity controlled or owned by us, harmless from and against any and all claims, liabilities, damages or costs of any kind or nature whatsoever (including without limitation fees, costs and other expenses of attorneys and expert witnesses) arising out of or in any way related to: (i) any breach of this Agreement by You; (ii) your use of and access of our Website and use of the Services, as applicable; (iii) any actual or alleged violation by You or by any person using your user account information (whether or not such use is authorized by You) of this Agreement or any applicable law, or any intellectual property, proprietary, privacy or other right of any third party; or (iv) your negligence or willful misconduct.
You hereby release us, our officers, directors, employees, agents and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with: (a) your use of the Services, as applicable, or for any other purpose whether or not contemplated or permitted by this Agreement; and/or (b) from any transaction, event, occurrence, injury or other damage arising from or related to any dialogue or other activity or interaction you participate in with any other users of the Services or this Website and any Content related to the same. If you are a California resident you hereby waive the application to you of California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if not known by him or her must have materially affected his or her settlement with the debtor.” If you are not a California resident, you hereby waive any applicable law that is similar to California Civil Code Section 1542.
Down Time Disclaimer
While we strive to keep downtime to a minimum, from time to time the Website and the Services may be unavailable, whether due to periodic maintenance or otherwise. We shall not be liable to you for any downtime caused by any of the following: (i) periodic maintenance (notice of which will be posted in advance on the Website at the point of user log-in and/or e-mailed to the e-mail address contained in your primary Log-In Information), (ii) any reason described in our section regarding Force Majeure, or (iii) your inability to connect to or to access the Website or Services (including ability to access and use any contests on our Website) due to problems related to your PC hardware, software, network, network setup or security, or your Internet service provider or any other similar problem. Additionally, please note that we will not respond to any complaints by any of our users related to page loading errors that may occur during game playing.
THE SERVICES ARE BEING MADE AVAILABLE ON A “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND ARE BEING PROVIDED WITHOUT ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY REGARDING THE QUALITY, USEFULNESS, RELIABILITY OF OR PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OF USE. YOU AGREE TO ASSUME THE SOLE RISK ASSOCIATED WITH YOUR USE OF THE SERVICES. WE DO NOT WARRANT THAT THE SERVICES ARE APPROPRIATE OR LEGAL IN YOUR JURISDICTION. WE ARE NOT RESPONSIBLE FOR ANY UNAVAILABILITY, INTERRUPTION OR DELAY OF ANY SERVERS OR WITH TELECOMMUNICATIONS OR THIRD PARTY SERVICES (INCLUDING DNS PROPAGATION) NECESSARY TO HOST OUR WEBSITE AND/OR TO PROVIDE ACCESS TO ANY SERVICES OR MATERIALS MADE AVAILABLE THROUGH OUR WEBSITE, UNDER ANY CIRCUMSTANCES. THE USE OF THE SERVICES AND THE MATERIALS THEREFROM SHALL BE DONE SOLELY AT YOUR OWN DISCRETION AND RISK AND WITH YOUR UNDERSTANDING THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY LOSS OF DATA OR ANY OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. WE SHALL HAVE NO RESPONSIBILITY FOR ANY FAILURE THAT ARISES OUT OF YOUR USE OF THE WEBSITE AND THE SERVICES WITH ANY HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM, INCLUDING WITHOUT LIMITATION ANY FAILURE RELATED TO OR ARISING FROM YOUR INABILITY TO CONNECT TO OR TO ACCESS THE WEBSITE OR SERVICES DUE TO PROBLEMS RELATED TO YOUR P.C. HARDWARE, SOFTWARE, NETWORK, NETWORK SETUP OR SECURITY, OR YOUR INTERNET SERVICE PROVIDER OR ANY OTHER SIMILAR PROBLEM.
LIMITATION OF LIABILITY
YOU AGREE THAT ALL WEBSITE OWNERS/OPERATORS AND/OR OUR OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS, SUCCESSORS AND/OR ASSIGNS (AS APPLICABLE) SHALL NOT BE LIABLE FOR ANY GENERAL, DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR REVENUES, LOST DATA OR LOST GOODWILL OR ANY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS AND USE OF THE WEBSITE OR THE SERVICES IN ANY WAY WHATSOEVER INCLUDING, BUT NOT LIMITED TO, liabILITY for ANY INTERRUPTION OR TERMINATION OF YOUR USE OF THE SERVICES FOR ANY REASON WHATSOEVER OR FOR any Content CONTAINED ON THIS WEBSITE INCLUDING ANY ADVERTISEMENTS YOU VIEW or the access, recording, storage or other use by US thereof, including without limitation: (a) any Content that is sent, received, held, released or otherwise connected in any respect to the WEBSITE or the Services; (b) any Content that is UPLOADED but not received; (c) any access to or alteration of Content by you or any other Person; (d) any Content UPLOADED using, or included in, the SERVICES; (e) any defamatory, illegal, obscene, offensive or threatening content; (f) the conduct of You or anyone else in using the Services; or (g) any infringement of another Person’s rights, including without limitation rights of privacy, intellectual property or data protection.
WE SHALL NOT BE LIABLE TO YOU AS STATED HEREIN REGARDLESS OF THE CAUSE OF ANY SUCH DAMAGE OR THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTIOUS CONDUCT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR BY ANY OTHER LEGAL THEORY, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE SAME.
IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER EXCEED TEN UNITED STATES DOLLARS ($10.00 USD).
WAIVER OF UNKNOWN CLAIMS. BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME KNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER. ACCORDINGLY, YOU AGREE TO WAIVE YOUR RIGHTS UNDER ANY LAWS THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS, INCLUDING CALIFORNIA CIVIL CODE SECTION 1542 IF YOU ARE A RESIDENT OF THE STATE OF CALIFORNIA, OR ANY OTHER APPLICABLE STATE LAWS, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Exceptions to Disclaimers & Limitations
Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to you. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.
Compliance with Laws
You are solely responsible for compliance with any laws applicable to your use of the Services. You agree to comply with all applicable laws and regulations of the United States and the various states. Access and use of this Website from any jurisdictions where the services being provided are illegal is strictly prohibited and we shall have no liability to You whatsoever in such case.
Restricted Access and Use
The Website and the Services are not available in certain countries or to certain persons, the identity and composition of which may change from time to time in the sole discretion of us including, without limitation, in order to comply with current applicable laws and regulations. We reserve the right to deny access to and use of the Site and the Services to any country, jurisdiction, geographic region, or person at any time and for any reason whatsoever, including without limitation to comply with applicable law.
We have no control over, and shall have no liability to You whatsoever for, whether and in what manner any OTHER USERS using our services use any Information wE SHARE or USE ANY CONTENT You provide/display ON OUR WEBSITE.
B. Authority. If You are accepting these terms on behalf of another person or a legal entity including your business, You represent and warrant that You have full authority to bind that person, company, or legal entity to these terms and otherwise have authority to enter into this Agreement.
C. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
YOU AGREE TO GIVE UP YOUR RIGHTS TO BRING ANY CLAIMS RELATING TO THIS AGREEMENT OTHER THAN TO PROTECT YOUR INTELLECTUAL PROPERTY AND/OR YOUR USE OF THIS WEBSITE AND/OR THE SERVICES BEFORE A COURT OF LAW OR OTHER LEGAL TRIBUNAL AND TO RESOLVE ALL DISPUTES OR CLAIMS EXCLUSIVELY BY ARBITRATION. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, any and all claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and us, our agents, employees, principles, directors, officers, shareholders, members, managers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) and shall be administered by the AAA. Notwithstanding the foregoing, to the extent You have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in state or federal court under the terms of this Agreement.
Any arbitration proceeding shall be brought and heard in the Winnebago County, State of Illinois, U.S.A. The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties, except that the arbitrator shall not be authorized to award punitive damages to either You or us. Any judgment may be entered in any court having jurisdiction and the arbitrator may award reasonable costs and fees, including reasonable attorney’s fees and all arbitration fees, to the prevailing party, notwithstanding the then current rules of the AAA. You agree that a written notice requesting arbitration must be provided to us within one (1) year after the acts or occurrences supporting such a claim, without tolling for a failure to discover such act or occurrence. If You do not send a written notice to us within the requisite one (1) year period, that claim (or those claims) shall be waived and released and You shall be forever barred from asserting that claim (or those claims) in the future.
E. Venue & Choice of Law. Any and all claims, demands, controversies or legal proceedings arising out of or related to this Agreement and/or your use of this Website and/or the Services may only be brought exclusively in a federal or state court situated in Winnebago County, Illinois, U.S.A. and You hereby expressly agree to submit to the personal jurisdiction of such court and consent to extra-territorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration of allowing access to and use of this Website by You. This Agreement shall be construed and enforced in accordance with the laws of the state of Illinois, U.S.A., without regard to any applicable conflict of laws principles and without regard to any applicable International laws, treaties or regulations.
F. Waiver. The waiver by us of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver of any other or subsequent breach by You.
G. Prior Dealings. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of or interpretation of any provision contained in this Agreement.
H. Assignment. This Agreement inures to the benefit of and is binding upon the parties and their successors and assigns. You may not assign, delegate or otherwise transfer all or any part of your rights or obligations under this Agreement without prior written consent by us. Any such attempted assignment, delegation, or transfer will be null and void.
I. Survival. Any provisions in this Agreement which by their nature extend beyond the termination or expiration of any license to use the Services will remain in effect until fulfilled and will apply to both parties’ respective successors and permitted assigns.
J. No Joint Venture or Partnership. Nothing in this Agreement will be construed as creating a joint venture, partnership, agency or employment relationship between us and You nor will either such party have the right, power or authority to create any obligation or duty, express or implied, on behalf of any other party.
K. Force Majeure. We shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed to host this Website or otherwise fulfill any of our obligations to You under this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE EITHER OUR SERVICES OR OTHERWISE ACCESS ANY RESTRICTED PORTIONS OF OUR WEBSITE.