THIS AGREEMENT CONTAINS DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY. BY USING THE WEBSITE, USING COMPANY SERVICES, OR ACCEPTING THIS AGREEMENT DURING THE REGISTRATION OR ACCOUNT CREATION PROCESS (IF APPLICABLE), YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY AND ALSO BY CONTINUING TO USE THE WEBSITE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR CONTINUE TO USE THE COMPANY SERVICES OR THE WEBSITE.
To access some features of the Website, you may have to register with Company or create an account. When registering, or creating an account, you represent and warrant that: a. all registration information you submit is truthful and accurate; b. you will maintain the accuracy of such information; c. you are not a minor in the jurisdiction in which you reside; and d. your use of the Company Services does not violate any applicable law or regulation.
You also agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete.
As a Website account holder or user you may submit textual content, photos, video, and other materials on the Website (collectively referred to as “Submissions”). You will be solely responsible for your own Submissions and the consequences of posting or publishing them. In connection with Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize Company to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submissions and have all necessary consents to collect, use and disclose any personally identifiable information, images or likeness contained or displayed in any and all Submissions to enable inclusion and use of the Submissions in the manner contemplated by the Website and this Agreement. You agree that you will not impersonate any person or organization, including without limitation, the personnel of Company, or misrepresent an affiliation with another person or organization. You agree that you will not submit as part of any Submission any material that is copyrighted, protected by trade secret, confidentiality agreement, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner and the necessary consents from any individuals whose personally identifiable information is contained in such material to post the material and to grant Company all of the license rights granted herein. You represent and warrant that Company’s use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.
For clarity, you retain all of your ownership rights in your Submissions. However, by submitting Submissions to Company, you hereby grant Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, sublicense to others, modify, translate, prepare derivative works of, publicly display, and publicly perform the Submissions in connection with the Website and Company’s business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any and all media formats and through any and all media channels now known or hereafter devised, without any compensation or payment of royalties. This license includes the right to host, index, cache, distribute, and tag any Submissions, as well as the right to sublicense Submissions to third parties, including other users, for use on other media or platforms known or hereinafter developed, such as for use on mobile phones, in video, or music software computer programs. You also hereby waive any moral rights you may have in your Submissions and grant each user of the Website a perpetual, irrevocable, non-exclusive license to access your Submissions through the Website, and to use, reproduce, distribute, display and perform such Submissions as permitted through the functionality of the Website and under this Agreement.
Company does not endorse any Submission or any opinion, recommendation, or advice expressed therein. You also acknowledge and agree that you, and not Company, are entirely responsible for your Submission and that Company does not control the Submissions posted on the Website, as such, does not guarantee the accuracy, integrity or quality of such Submissions. You understand that by using or viewing the Website, you may be exposed to content that is offensive, indecent or objectionable. Company expressly disclaims any and all liability in connection with Submissions.
III. AMAZON ASSOCIATES DISCLOSURE
We are a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for us to earn fees by linking to Amazon.com and affiliated sites.
IV. PROHIBITED ACTIVITIES
You may not access or use the Website for any other purpose other than that for which Company makes it available. The Website is for the personal use only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Prohibited activity includes, but is not limited to: a. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets; b. advertising to, or solicitation of, any user to buy or sell any products or services, unless authorized by Company; c. systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company; d. making any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; e. disguising the origin of any information or inquiry transmitted through the Website or using tools which anonymize your internet protocol address (e.g. anonymous proxy) to access the Service; f. engaging in unauthorized framing of or linking to the Website; g. using any information obtained from the Website in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent; h. tricking, defrauding or misleading Company; i. making improper use of Company’s support services or submitting false reports of abuse or misconduct; j. engaging in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools; k. interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website; l. attempting to impersonate another person by using their name and information to fill out a survey; m. selling or otherwise transferring your profile; n. using any information obtained from the Website in order to harass, abuse, or harm another person; o. using the Company Service as part of any effort to compete with Company or to provide services as a service bureau; p. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website; q. attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website; r. harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Company Services to you; s. displaying an advertisement, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Website on behalf of that person, such as posting blogs or bulletins with a commercial purpose; t. deleting the copyright or other proprietary rights notice from any Company Content; u. uploading or transmitting (or attempt to upload or to transmit) viruses, Trojan horses or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text) that interferes with any party’s uninterrupted use and enjoyment of the Website or modifies, impairs, disrupts, alters or interferes with the use, features, functions, operation or maintenance of Company Services; v. except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Website, or using or launching any unauthorized script or other software; w. disparaging, tarnishing, or otherwise harming, in Company’s opinion, Company and/or the Website; and x. using the Website in a manner inconsistent with any and all applicable laws and regulations.
V. INTELLECTUAL PROPERTY RIGHTS
The content on the Website (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names may be registered trademarks, common law trademarks or trade dress of Company in the U.S. and/or other countries. Company’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company. Except as expressly provided in this Agreement, no license to use, copy, distribute, republish, transmit or otherwise exploit any Company Content is given to you and all intellectual property rights in and to the Company Content are expressly reserved to Company.
VI. SITE MANAGEMENT
Company reserves the right but does not have the obligation to: a. monitor the Website for violations of this Agreement; b. take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities; c. in Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s Contribution or any portion thereof that may violate this Agreement or any Company policy; and d. otherwise manage the Website in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Website.
VIII. TERM AND TERMINATION
This Agreement shall remain in full force and effect while you use the Website, Company Services, or are otherwise a user or member of the Website, as applicable. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE COMPANY SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE COMPANY SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION. In order to protect the integrity of the Website and Company Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website or Company Services. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes. YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, EMAIL A COMPANY CUSTOMER CARE REPRESENTATIVE USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.
Company may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification becomes effective. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is, therefore, important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Website for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting. Additionally, modifications made to this Agreement applicable to dispute resolution shall not apply to disputes arising prior to the effective date of the modification.
Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Company Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Company Services.
All questions of law, rights, and remedies regarding any act, event or occurrence undertook pursuant or relating to this Website or the Company Services shall be governed and construed by the law of the State of Oregon, excluding such state’s conflicts of law rules. Any legal action of whatever nature by or against Company arising out of or related in any respect to this Website and the Company Services shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over Multnomah County, Oregon; subject, however, to the right of Company, at the Company’s sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website and/or the Company Services (including your visit to or use of the Website and/or the Company Services) be instituted more than two (2) years after the cause of action arose.
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.
THE WEBSITE, COMPANY CONTENT, AND COMPANY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE WEBSITE AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE, COMPANY CONTENT, AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) 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 WEBSITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND 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. The Company reserves the right to change any and all content, software and other items used or contained in the Website and any Company Services offered through the Website at any time without notice.
XIII. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $50.
CERTAIN STATE 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. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners, members, managers, and employees, harmless 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 your Submissions, use of the Website or Company Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate, at your expense, with Company’s defense of such claims. Company 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.
Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address set forth below. Notice shall be deemed to be given 24 hours after the email is sent and acknowledged by Company.
This Agreement constitutes the entire agreement between you and Company regarding the use and access of the Website and Company Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company’s reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
XVII. CONTACT US
In order to resolve a complaint regarding the Website or Company Services, including if you believe your intellectual property rights have been infringed, or to receive further information regarding use of the Website or Company Services, please contact Company as set forth below.