1. Registration. If you desire to participate in discussion boards, review content, and otherwise comment on and communicate with users of the Website, you must register with the Website. Upon registration, you agree to provide current, accurate and complete information required to register with the Website and at other points as may be required in the course of using the Website (“Registration Data”). You must have a valid email address to become a registered user of the Website. Further, you agree to maintain and update your Registration Data as required to keep it current, accurate and complete. Company may terminate your rights to any part of or the entire Website if any information you provide is false, incomplete or inaccurate.
3. Trademarks. Trademarks, service marks, graphics and logos used in connection with the Website are the trademarks of their respective owners. You are granted no right or license with respect to any of the trademarks mentioned above and any use of such trademarks.
4. Actions Prohibited. You agree not to use the Website to do any of the following:
a. Scan, probe, or test the vulnerability of the Website or any service connected to the Website, nor breach the authentication or security measures on the Website or any network connected to the Website;
b. Trace, seek to trace, reverse look-up any information on any other user of or visitor to the Website, or any other customer of Company, including any Company account not owned by you, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Website;
c. Attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any server of Company, or to any of the services offered on or through the Website, by hacking, password “mining” or any other illegitimate means;
d. Use any “spider,” “robot,” “deep-link,” “page-scrape,” or other automatic device, program, methodology or algorithm, or any similar or equivalent manual process, to acquire, access, copy or monitor any portion of the Website, or in any way reproduce or circumvent the navigational structure or presentation of the Website, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website;
e. Use any software, device, or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website;
f. Use the Website for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of Company or others;
g. Transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
h. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
i. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other parties;
j. Transmit, access or communicate any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
k. Transmit, access or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
l. Transmit or communicate any data that contains 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 any telecommunications equipment;
m. Interfere with service to any user of the Website, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “spamming”, “mail bombing” or “crashing” or otherwise interfere with or disrupt or circumvent the Website;
n. Violate any applicable local, state, national or international law, including securities exchange and any regulations, requirements, procedures or policies in force from time to time relating to the Website;
o. Monitor traffic or make search requests in order to accumulate information about individual users or collect or store personal data about other users; or
p. Modify, delete, or damage any information contained on the personal computer of any Website user.
5. Others’ APIs and Other Third Party Technology. Any and all application programming interfaces and other third party technology provided, made available, linked to, or otherwise accessible through the Website (“Third Party Technology”) are provided solely as a convenience to you and not under the control of Company. Company does not endorse, recommend, or otherwise make any representations or warranties with respect to any Third Party Technology. Company does not have any responsibility or liability to you for any Third Party Technology which you access and you use it at your own risk. Further, you agree to comply with any and all terms and conditions applicable to the use of Third Party Technology and otherwise ensure that you have obtained all rights, licenses, and clearances that may be necessary to use such Third Party Technology.
6. Third Party Websites. This Website may contain links to other independent third-party websites and URLs (collectively, “Linked Websites”). These Linked Websites are provided solely as a convenience to our visitors. Such Linked Websites are not under the control of Company, and Company is not responsible for and does not endorse the content of such Linked Websites, including any information or materials contained on such Linked Websites. Company does not have any responsibility or liability for any information, data, communications or materials available on such third-party sites. These linked sites are only for your convenience and you therefore access them at your own risk.
7. Intended for Users Over 13. The Website is intended for use by individuals 18 years of age or older. The Website is not directed for use by children under the age of 13. Users under the age of 13 must get the assistance of a parent or guardian to use the Website.
8. Digital Millennium Copyright Act.
a. Alleged Infringement. Company’s policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act and other applicable intellectual property laws, which may include removing or disabling access to material claimed to be the subject of infringing activity. If Company removes or disables access to comply with the Digital Millennium Copyright Act, we will make a good-faith attempt to contact the owner or administrator of the affected site(s) in order that they may make a counter notification pursuant to Sections 512(g) of that Act. We will document all notices of alleged infringement on which we act. A copy of the notice will be sent to a third party who will make it available to the public.
b. Notification of Infringement. You must provide a written communication that sets forth the items specified below. Please note that you may be liable for damages, including costs and attorneys' fees, if you materially misrepresent that a product or activity is infringing your copyrights. If you are unsure as to whether certain material of yours is protected by copyright laws, we suggest that you contact an attorney prior to submitting a request. Please use the following format in preparing and submitting your written notification:
i. Identify the copyrighted work in sufficient detail that you believe has been infringed, including where the work appears, i.e., the web page(s).
ii. Identify the material that you claim infringes on your copyrighted work described in Item 1 above, including where the material appears, i.e., the web page(s).
iii. Provide your contact information including your telephone number and email address.
iv. Include the following statements in your written notification: "I have a good faith belief that use of the copyrighted materials described above on the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law. I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
v. Please sign your written notification and send it to the following address:
Attn: Copyright Claim
15455 N. Dallas
Parkway Suite 600
Addison, TX 75001
c. Counter Notification. If your materials have been taken down from the Website, you may make a counter notification pursuant to Section 512(g) of the Digital Millennium Copyright Act. When we receive a counter notification that is in accordance with Section 512(g) of the Act, we will reinstate the material in question. You must provide a written communication, which may be sent via fax or regular mail (but not by email) that sets forth the items specified below to make a counter notification. Please use the following format in preparing and submitting your written counter notification:
i. Identify the URLs of the materials and the materials that Company has removed.
ii. Provide your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located), and that you will accept service of process from the person who provided notification under subsection 512(c)(1)(C) of the Act or an agent of such person.
iii. Include the following statements in your written notification: "I swear, under penalty of perjury, that I have a good faith belief that each search result or message identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
iv. Please sign your written counter notification and send it to the following address:
Attn: Copyright Claim
15455 N. Dallas
Parkway Suite 600
Addison, TX 75001
11. DISCLAIMER. By using the Website, you expressly agree that use of the Website is at your sole risk. The Website is provided on an “AS IS” and “as available” basis. Company nor its officers, directors, managers, members, employees, agents, third-party content providers, designers, contractors, distributors, merchants, sponsors, licensors or the like (collectively, “Affiliates”) warrant that use of the Website will be uninterrupted or error-free. Neither Company nor its Affiliates warrant the accuracy, integrity or completeness of the content provided on the Website or the products or services offered for sale on the Website. Further, Company makes no representation that content provided on the Website is applicable to, or appropriate for use in, locations outside of the United States. Company and its Affiliates specifically disclaim all warranties, whether expressed or implied, including but not limited to warranties of title, merchantability or fitness for a particular purpose. No oral advice or written information given by Company or its Affiliates will create a warranty. Some states do not allow the exclusion or limitation of certain warranties, so the above limitation or exclusion may not apply to you.
12. Void Where Prohibited. Any offer for any feature, product or service made on the Website is void where prohibited. Company websites may be administered and operated from various locations inside and outside of the United States. Although the Website is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Website are available to all persons or in all geographic locations, or appropriate, available, permissible for use outside the United States. Company reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. If you choose to access the Website from outside the United States, you doing so on your own initiative and you are solely responsible for complying with applicable laws.
13. Release. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS OF THE SERVICE FOR ANY REASON, YOU RELEASE COMPANY (AND ITS OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES: “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.”
Last Updated February 13, 2013
theRightAPI™ Subscription Agreement
This theRightAPI™ Subscription Agreement (“Agreement”) sets forth the terms and conditions upon which you may access and use Company’s web-based software, including theRightAPI™ and related online applications (collectively, “Software”), theRightAPI™ registry, and other services and information provided through the website located at www.therightapi.com (“Website”) (Software and Website, collectively, “Service”) of OpusGrid LLC d/b/a theRightAPI (“Company”). The terms of this Agreement will govern any software updates, enhancements, and upgrades that replace and/or supplement the original Service. You agree to comply with all terms, conditions, and restrictions set forth in this Agreement. You acknowledge that any use of the Service not in compliance with this Agreement may be prosecuted under the full extent of the law. “You” and “your” means you, as an individual, and/or the legal entity on behalf of which you are acting as the authorized agent or legal representative as identified by you during registration.
PLEASE READ THIS AGREEMENT CAREFULLY IN ITS ENTIRETY BEFORE USING THE SERVICE. IF YOU DO NOT AGREE TO BE BOUND THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE. THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT COMPANY’S LIABILITY TO YOU. BY USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, THE PROVISIONS, DISCLOSURES, AND DISCLAIMERS SET FORTH IN THIS AGREEMENT ARE FAIR AND REASONABLE, AND YOUR AGREEMENT TO FOLLOW AND BE BOUND BY THIS AGREEMENT IS VOLUNTARY AND IS NOT THE RESULT OF FRAUD, DURESS, OR UNDUE INFLUENCE EXERCISED UPON YOU BY ANY PERSON OR ENTITY.
1. Permitted Uses and Reservations. Subject to your compliance with and the terms of this Agreement, Company grants you a limited, non-exclusive, nontransferable right during the Term and for your internal business operations only, to access and use the Service through the Website only. Company reserves all rights not expressly granted to you under this Agreement. Except as expressly set forth in this Agreement, you will not distribute or otherwise make available the Service, or any portion of the foregoing, in any form to any third party. Any rights you may possess in the Service expire upon expiration or termination of this Agreement.
2. Registration. Upon registration, you agree to provide current, accurate, and complete information required to register with the Service and at other points as may be required in the course of using the Service (“Registration Data”). You must have a valid email address to become a registered user of the Service. Further, you agree to maintain and update your Registration Data as required to keep it current, accurate, and complete. You agree that Company may store and use the Registration Data you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card. Company and its payment processors have the right to confirm or otherwise verify or check, in its sole discretion, the truth and accuracy of any registration information at any time. Verification of your registration information, specifically, your name, address and/or tax identification number, against a third party database may be considered to constitute a “credit check” under certain laws. Company is not making, as part of the registration process, and will not otherwise make, any type of inquiry to any third party regarding any individual’s credit history and personal financial information without first obtaining such individual’s express authorization to do so. Company may terminate your rights to any part of or the entire Service if any information you provide is false, incomplete or inaccurate.
3. User Account. As a registered user of the Service, you will establish a user account (“User Account”) along with user ID(s) and password(s) (“Login Information”). You will employ the security measures necessary to prevent unauthorized users from accessing the Service and your Login Information. You are solely responsible for the maintenance of your Login Information and your User Account. You accept sole responsibility for, and will be liable for all access to the Service in connection with your Login Information and User Account. You will inform all authorized persons who are given access by you to the Service that such materials are confidential and contain trade secrets of Company licensed to you as such. Without the prior written consent and such third party entering into a written agreement with Company, you will not utilize the services of any third party to assist you in using the Service. You will be responsible for all activities that occur under or in connection with your User Account and Login Information. If you are an entity, only your bona fide employees, duly authorized agents and representatives may use the Service under your User Account and this Agreement applies to all of your employees, representatives, agents, and any other person or entity that accesses the Service through your User Account.
4. Fees and Payment.
a. You agree to pay all fees and costs related to your use of the Service. You authorize Company to charge the credit card, debit the bank account, or otherwise invoice you for all fees incurred by you in connection with the Service according to Company’s standard fees disclosed to you during registration (including any taxes and late fees, as applicable). Such fees may be changed from time to time in Company’s discretion. The Service will send you an email of any fees changes, which will be effective on the next billing cycle. All fees and costs will be billed according to the method that you select during the registration process. If you would like to select a different method, or if there is a change in your credit card or bank account status, you must change your payment account information online under your User Account.
b. The prices do not include any taxes. You are responsible for any taxes that you are legally obligated to pay including, paying Company any applicable value added, sales, or use taxes or like taxes that are permitted to be collected from you by Company under applicable law. If any taxes are required by law to be withheld on payments made by you to Company, you may deduct such taxes from the amount owed Company and pay them to the appropriate taxing authority. However, you must promptly secure and deliver to Company an official receipt for any such taxes withheld or other documents necessary to enable Company to claim a tax credit. You will make certain that any taxes withheld are minimized to the extent possible under applicable law. For Canadian subscribers, this may include the self-assessment and remittance of all applicable Provincial Sales Taxes and Federal Goods and Services Taxes.
5. Your APIs. If you are a provider of application programming interfaces (“API(s))” and desire to use the Service to make your API(s) (“Your API(s)”) accessible to third parties, the following terms and conditions apply.
a. You grant to Company a nonexclusive, fully-paid, royalty-free, right and license to (1) to create interfaces with your API(s) to the Service; (2) send calls to your API(s) from third parties desiring to use your API(s), receive calls and responses from your API(s), and transmit such calls and responses to the third parties; and (3) otherwise reference and make your API(s) accessible to third parties on and through the Service.
b. All APIs that you provide must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized by you under this Agreement.
c. You agree not to provide any API that is owned by third parties without such parties’ express written consent and authorization to grant the rights and licenses granted by you under this Agreement.
d. You acknowledge and agree that your submission of APIs is voluntary and you will not receive any compensation, royalties, fees, or any other amounts.
6. Actions Prohibited. You agree not to use the Service to do any of the following:
a. Scan, probe, or test the vulnerability of the Service or any service connected to the Service, nor breach the authentication or security measures on the Service or any network connected to the Service;
b. Trace, seek to trace, reverse look-up any information on any other user of or visitor to the Service, or any other customer of Company, including any Company account not owned by you, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Service;
c. Attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any server of Company, or to any of the services offered on or through the Service, by hacking, password “mining” or any other illegitimate means;
d. Use any “spider,” “robot,” “deep-link,” “page-scrape,” or other automatic device, program, methodology or algorithm, or any similar or equivalent manual process, to acquire, access, copy or monitor any portion of the Service, or in any way reproduce or circumvent the navigational structure or presentation of the Service, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service;
e. Use any software, device, or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person’s use of the Service;
f. Take any action, intentionally or unintentionally, that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or the systems or networks of Company, or any systems or networks connected to Company or the Service;
g. Use the Service for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of Company or others;
h. Transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
i. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
j. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other parties;
k. Transmit, access or communicate any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
l. Transmit, access or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
m. Transmit or communicate any data that contains 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 any telecommunications equipment;
n. Interfere with service to any user of the Service, host or network, including, without limitation, via means of submitting a virus to the Service, overloading, “flooding”, “spamming”, “mail bombing” or “crashing” or otherwise interfere with or disrupt or circumvent the Service;
o. Violate any applicable local, state, national or international law, including securities exchange and any regulations, requirements, procedures or policies in force from time to time relating to the Service;
p. Monitor traffic or make search requests in order to accumulate information about individual users or collect or store personal data about other users; or
q. Modify, delete, or damage any information contained on the personal computer of any Service user.
7. Others’ APIs and Other Third Party Technology. Any and all APIs and other third party technology provided, made available, linked to, or otherwise accessible through the Service (“Third Party Technology”) is provided solely as a convenience to you and not under the control of Company. Company does not endorse, recommend, or otherwise make any representations or warranties with respect to any Third Party Technology. Company does not have any responsibility or liability to you for any Third Party Technology which you access and you use it at your own risk. Further, you agree to comply with any and all terms and conditions applicable to the use of Third Party Technology and otherwise ensure that you have obtained all rights, licenses, and clearances that may be necessary to use such Third Party Technology.
8. Third Party Websites. This Service may contain links to other independent third-party websites and URLs (collectively, “Linked Websites”). These Linked Websites are provided solely as a convenience to our visitors. Such Linked Websites are not under the control of Company, and Company is not responsible for and does not endorse the content of such Linked Websites, including any information or materials contained on such Linked Websites. Company does not have any responsibility or liability for any information, data, communications or materials available on such third-party sites. You therefore access these Linked Websites at your own risk.
10. Collection of Data. Notwithstanding the foregoing to the contrary, you acknowledge and agree that Company may preserve any transmittal or communication by you through the Service, or any other service offered on or through the Service, and data related to your use of the Service, and may also disclose such data to other users of the Service, Company’s strategic partners, clients, and other third parties. Further, Company may also disclose such data if required to do so by law or Company determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce this Agreement, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property, or personal safety of Company, its employees, and users of the Service.
11. Ownership and Title. All title to and the rights in the Service, including ownership rights to patents (registrations, renewals, and pending applications), copyrights, trademarks, service marks, domain names, trade dress, trade secrets, Company’s or third party other technology, any derivatives of and all goodwill associated with the foregoing is the exclusive property of Company and/or third parties.
12. Reverse Engineering. You agree not to reverse engineer, decompile, or disassemble the Software or any aspect of the Software, except where applicable law permits it despite this limitation. Further, you agree not to alter, duplicate, modify, rent, lease, loan, sublicense, make copies, create derivative works from, distribute or provide others with the Service, in whole or part, or transmit or communicate the Service over a network or to any third party.
13. Trademarks. Trademarks, service marks, graphics and logos used in connection with the Service are the trademarks of their respective owners. You are not granted any right or license with respect to any of the trademarks mentioned above and any use of such trademarks.
14. Copyright Infringement. Company respects copyright and other laws. Company requires all Service users to comply with copyright and other laws. Company does not, by the supply of the Service, authorize you to infringe the copyright or other rights of third parties. As a condition to use the Service, you agree that you must not use the Service to infringe upon the intellectual property or other rights of others in any way. The unauthorized reproduction, distribution, modification, public display, communication to the public or public performance of copyrighted works is an infringement of copyright. You are entirely responsible for your conduct and for ensuring that it complies with all applicable copyright and data-protection laws. In the event you fail to comply with laws regarding copyrights or other intellectual property rights, data protection and privacy, you may be exposed to civil and criminal liability, including possible fines and jail time.
15. Export Law Assurances. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software is accessed. In particular, but without limitation, the Software may not be exported or re-exported (1) into (or to a national or resident of) any U.S. embargoed countries, or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons’ List or Entity List. By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list and that you will comply will all applicable laws.
16. Representations & Warranties. You represent, warrant, and covenant to Company the following: (a) all information you provide to Company as part of the registration process or otherwise will be truthful, accurate and complete, irrespective of any independent verification or other determination made by Company; (b) you own or control the necessary rights and authority to grant the licenses, rights, and permissions made under this Agreement, and that the exercise of such rights, licenses and permissions by Company will not violate or infringe the rights of any third party; (c) you have the full authority to act on behalf of any and all owners of any right, title or interest in and to Your API(s) that you provide to Company; (d) this Agreement have been duly and validly authorized, accepted, agreed to, and delivered by you (or your authorized representative) and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with this Agreement; and (e) the performance by you of this Agreement and your use of the Service does not and will not conflict with or violate (1) any law, rule, regulation, order, judgment, decree, agreement, instrument, or obligation applicable to you, or (2) if you are an entity, any provision of your organizational or governing documents.
17. Disclaimer of Warranties. The Service and any THIRD PARTY TECHNOLOGY are made AVAILABLE on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, either express or implied, including warranties of title, non-infringement, and implied warranties of merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, Company, its licensors, and suppliers make no warranty, representation, or guaranty:
(1) as to the content, sequence, accuracy, timeliness, RELEVANCE, or completeness of any content;
(2) AS TO any information offered or provided within or through the Service; OR
(3) that the SERVICE may be relied upon for any reason, will be uninterrupted or error free, or that any defects can or will be corrected;
further, YOUR USE OF THE SERVICE AND any THIRD PARTY TECHNOLOGY IS AT YOUR OWN RISK. COMPANY DOES NOT WARRANT THAT THE SERVICE OR THIRD PARTY TECHNOLOGY WILL MEET YOUR SPECIFIC REQUIREMENTS. TO THE EXTENT THAT COMPANY MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF appLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
18. Limitation of Liability. EXCEPT WHERE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, COSTS, EXPENSES OR LOSSES OR LOST PROFITS IN CONNECTION WITH THE SERVICE OR OTHERWISE RELATED TO THIS AGREEMENT. THE PROVISIONS OF THIS SECTION WILL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, AND EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. COMPANY WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF CIRCUMSTANCES BEYOND ITS CONTROL, WHICH CIRCUMSTANCES INCLUDE NATURAL DISASTER, TERRORISM, THIRD PARTY LABOR DISPUTES, WAR, DECLARATIONS OF GOVERNMENTS, TRANSPORTATION DELAYS, FAILURE OF HARDWARE, EQUIPMENT, OR TELECOMMUNICATIONS FAILURE. COMPANY WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF YOUR MISUSE OF THE SERVICE BY YOU OR ANY OTHER PERSON. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IN THE EVENT THAT ANY EXCLUSIVE REMEDY PROVIDED HAS FAILED OF ITS ESSENTIAL PURPOSE. FURTHER, IN NO EVENT WILL COMPANY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY USE OR MISUSE OF ANY THIRD PARTY TECHNOLOGY. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. IN NO EVENT SHALL THE LIABILITY OF COMPANY FOR ANY LOSS RELATED TO USE OR INABILITY TO USE THE SERVICE EXCEED $50.00 U.S.
19. Indemnification. You will indemnify, defend, and hold Indemnitees harmless from and against any and all DIRECT AND THIRD PARTY Claims and Losses ARISING from or attributable to (1) your breach of any of your representations, warranties, covenants, or other agreements made under this Agreement; (2) any Claims by or disputes related to your use of the Service between you and any third party; (3) ANY APIS or CONTENT YOU PROVIDE TO the SERVICE OR OTHERWISE TRANSMIT USING THE SERVICE; and (4) any breach of confidentiality related to your use of the SERVICE.
a. Procedures. The Indemnitee will give you written notice of any Claim for which indemnification is sought. However, failure to provide such notice will not relieve you from your liability or obligations under this Agreement, except to the extent you are materially prejudiced as a direct result of such failure. The Indemnitee will cooperate with you at your expense in connection with the defense and settlement of the Claim. You may not settle any indemnified Claim in a manner that adversely affects the Indemnitee without its prior written consent. Further, the Indemnitee may participate in the defense of the Claim through counsel of its own choosing at its own cost and expense. If you fail to promptly assume the defense and employ counsel reasonably satisfactory to Indemnitee, or the Indemnitee has been advised by counsel that there exist actual or potential conflicting interests between you or your counsel and such Indemnitee, the Indemnitee may employ separate counsel, in addition to local counsel, to represent or defend such Indemnitee in such action or proceeding, and you agree to pay the fees and disbursements of such separate counsel as incurred. To the extent indemnification requires the payment of monies owed, such indemnification will occur as soon as reasonably possible after the determination of monies owed, and payment to the Indemnitee will be made within 30 days of a final determination of monies owed. Your obligations under this Section are in addition to any rights that any Indemnitee may have at common law or otherwise.
b. Defined Terms. “Claim” means each and every claim, request, accusation, allegation, assertion, complaint, petition, demand, suit, action, proceeding, and cause of action of every kind and description. “Indemnitee” means Company, its affiliates, and its and their respective officers, directors, shareholders, managers, members, agents, employees, representatives, successors, and assigns. “Loss” means each and every liability, loss, damage, and injury (including injury or damage to any property right, and injury, damage, or death to any Person), wound, wrong, hurt, harm, expense, deficiency, diminution in value, obligation, expenditure and disbursement of any kind or nature (including all fees, costs, and expenses of investigation, travel expenses, and value of time expended by personnel), settlement, fine, fee, cost, cost of court, and all expenses of litigation (including reasonable attorneys’ fees) incident to any of the foregoing.
20. Release. IN the event that you have a dispute with one or more users of the Service for any reason, you release Company (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which provides: “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.”
21. Term. This Agreement commences when you complete registration through the Website and continues for the period you select during registration, unless renewed by you according to your selection(s) during registration or through your User Account, or otherwise terminated by either party in accordance with this Agreement (“Term”).
22. Termination. You may terminate your use of the Service at any time upon 15 days prior written notice to Company. Company may suspend or terminate your access to and use of the Service as follows: (1) upon notice to you if you are more than 15 days late on payment of any amount due to Company, (2) upon notice to you if you breach any other term of this Agreement; and (3) upon notice (if reasonably practicable) in the event of a security breach or other technical issue related to the Service. Failure to abide by this Agreement is a material breach of this Agreement for which Company may pursue all rights and remedies it has pursuant to this Agreement, and any other rights and remedies it may have at law or in equity. You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice and will cause irreparable harm to Company, for which monetary damages would be inadequate, and you consent to Company obtaining any injunctive or equitable relief that Company deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Company may have at law or in equity. You agree that Company may, in its sole discretion and without prior notice, terminate your access to the Service for violations of this Agreement or other agreements or guidelines which may be associated with your use of the Service or Company deems it necessary in its sole discretion.
23. General Provisions.
b. Assignment. This Agreement, and any rights or obligations in this Agreement will not be assigned by you without the prior written consent of Company. Any attempt to assign or transfer this Agreement other than in accordance with this provision will be null and void. Subject to the forgoing, this Agreement and its terms and provisions inure to the benefit of and are binding upon the parties and their respective successors, heirs, personal representatives, and assigns.
c. Governing Law/Waiver of Trial by Jury.
i. You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the United States and by the laws of the State of Texas without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Texas, and waive any objection to such jurisdiction or venue. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion of any provision, to be unenforceable, the remainder of this Agreement will continue in full force and effect.
ii. EXCEPT WHERE PROHIBITED BY LAW, THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
d. Notices. All notices, requests, or consents required or permitted under this Agreement will be in writing (including electronic form) and will be delivered to the address as the party may designate in a notice served upon the other party in the manner provided for below. Each notice, request, consent, or other communication will be given and will be effective: (1) if delivered by hand, when so delivered; (2) if delivered by nationally recognized overnight courier service or sent by United States Express Mail, upon confirmation of delivery; (3) if delivered by certified or registered mail, on the third following day after deposit with the United States Postal Service; or (4) if delivered by facsimile, upon confirmation of successful transmission, and if delivered by email, upon confirmation of successful transmission based on the electronic records of the Company.
e. Severability. The provisions of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement will not affect the validity or enforceability of any other of its provisions. If one or more provisions of this Agreement are declared invalid or unenforceable, the remaining provisions will remain in full force and effect and will be construed in the broadest possible manner to effectuate the purposes of this Agreement.
f. Captions. The headings and captions of this Agreement are inserted for reference convenience and do not define, limit, or describe the scope or intent of this Agreement or any particular section, paragraph, or provision of this Agreement. Unless otherwise expressly provided, the words “include(s),” “included,” or “including” do not limit the preceding words or terms. Pronouns will refer to the masculine, feminine, neuter, singular, or plural as the context will require.
g. Authority to Accept the Terms. You represent that you have full power, capacity and authority to accept this Agreement. If you are accepting on behalf of your employer or an entity, you represent that you have full legal authority to bind your employer or such entity to this Agreement.
h. Waiver. The failure or delay of Company to exercise or enforce any rights or provision of this Agreement does not constitute a waiver of such right or provision.
i. Survival. All provisions which must survive in order to give effect to their meaning will survive any expiration or termination of this Agreement, including without limitation all of your representations, warranties and indemnification obligations, which will survive this Agreement for 3 years.
*Pricing will be determined by subscription level based on invoice.
Last Updated June 17, 2013.
1. Information We Collection from You.
a. “Personal Information” is information through which you can be personally identified. We only collect Personal Information that you voluntarily provide to us, which may include your name, address, email address, telephone number, and credit card or other billing information. We collect information about you when you register with us, when you complete online forms and when you contact us online. We use that information to better serve you whenever you visit this Website.
c. “Cookies” are small data files that are stored on the hard drive of the computer you use to view a web site. Every computer that accesses our Website is assigned a different cookie by us.
d. “Web Beacons” are graphic image files imbedded in a web page typically used to monitor activity on a web page and send back to its home server (which can belong to the host site, a network advertiser or some other third party) information from your browser, such as the IP address, the URL of the page on which the beacon is located, the type browser that is accessing the site and the ID number of any Cookies on your computer previously placed by that server.
2. What We Do with Your Information.
a. We may use your Personal Information to do the following: set up your account; identify you when you log into our Website; process and complete your orders and make a record you purchases; respond to your inquiries, complaints, and other communications; contact you with customer service information; cross-reference with other personal information we may have acquired about you or may acquire about you through other sources; to notify our strategic partners in the event you request collateral services; for profiling and/or demographic purposes; and to update you on special offers, product announcements and other information related to our service. We may also occasionally contact you to gather customer service information to help us determine how we can improve our services and products to better meet your needs, if you opt in to share your Personal Information and to receive such information. We may also use your Personal Information to send you special promotional offers related to our service, if you opt in to share your Personal Information and to receive such information.
b. We use the General Information we collect from you to generate aggregate statistics about visitors to our Website. This data can then be used to tailor this Website’s content and advertising to deliver a better experience for our visitors. We may further share such aggregate information about our visitors with advertisers, business partners, sponsors and other third parties. With respect to our use of General Information, you are not able to opt out of such use. [A1]
3. Sharing of Personal Information with Third Parties.
4. How We Keep Your Information Secure. We safeguard the security of the data we receive from you with physical, electronic and managerial procedures. At the same time, we urge you to take every precaution to protect your personal data when you are on the Internet. Change your password often, use a combination of letters and numbers, and make sure you use a secure browser. During registration or checkout, you may have the option to save your credit card information in our system to make future purchases more quickly and conveniently—be assured that we take stringent measures to protect that information. Our Website utilizes Secure Socket Layer (SSL) encryption in transmitting personally identifiable information, including your credit card number, in the processing of credit card and other financial transactions. In order to take advantage of encryption technology, you must have an Internet browser which supports 128-bit SSL encryption. [A2] However, despite our efforts to protect your personally identifiable information, there is always some risk that an unauthorized third party may find a way around our security systems or that transmissions of your information over the Internet will be intercepted. Therefore, we cannot guarantee the absolute security of our database, nor can we guarantee that information that you provide will not be intercepted while being transmitted to us over the Internet.
5. How to Opt Out. Although you are required to provide Personal Information to us in order to register with the Website, you are not required to opt in to share your Personal Information with third parties in order to register with us, unless otherwise set forth in an agreement between you and us. If you do not wish to do so, do not click the box that you wish to receive information from third parties. You may opt out of having your Personal Information shared with third parties for purposes of receiving product offers via email and/or postal mail, and from receiving product offers directly from us via email and/or postal mail, by simply not clicking on the boxes stating that you wish to receive information from us or from third parties. If you choose not to give us your Personal Information at all, you can still access our Website, however, you will not be able to access areas that require registration or Personal Information, including the purchase of services. [A3]
6. How to Disable Cookies. You can reset your browser to reject Cookies. The majority of browsers offer instructions on how to reset the browser to reject Cookies in the “Help” section of the toolbar. If you reject our Cookies, however, you may be required to reenter your login information each time you visit the Website.
7. Accessing Your Personal Information. You can access your personal information through your “User Account”. From there, you can make changes to account and registration information.