Terms and Conditions
TERMS AND CONDITIONS FOR RED SUGAR LIFE™ / RedSugar.Life™
These Terms of Use constitute a legally binding agreement made between you, whether
personally or on behalf of an entity (“you”) and Red Sugar Life (“we,” “us” or
“our”), concerning your access to and use of the RedSugar.Life website as well as
any other media form, media channel, mobile website or mobile application related,
linked, or otherwise connected thereto (collectively, the “Site”).
You agree that by accessing the Site, you have read, understood, and agree to be
bound by all of these Terms of Use. If you do not agree with all of these Terms of Use,
then you are expressly prohibited from using the Site and you must discontinue use
immediately.
Supplemental terms and conditions or documents that may be posted on the Site from
time to time are hereby expressly incorporated herein by reference. We reserve the
right, in our sole discretion, to make changes or modifications to these Terms of Use at
any time and for any reason.
We may alert users about any changes by updating the “Last updated” date of these
Terms of Use, and you waive any right to receive specific notice of each such change.
It is your responsibility to periodically review these Terms of Use to stay informed of
updates. You will be subject to, and will be deemed to have been made aware of and to
have accepted, the changes in any revised Terms of Use by your continued use of the
Site after the date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any
person or entity in any jurisdiction or country where such distribution or use would be
contrary to law or regulation or which would subject us to any registration requirement
within such jurisdiction or country.
Accordingly, those persons who choose to access the Site from other locations do so on
their own initiative and are solely responsible for compliance with local laws, if and to
the extent local laws are applicable.
AGE RESTRICTION
The Site is intended for persons eighteen (18) years or older. Persons under the age of eighteen (18) should not access, use and/ or browse the Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code,
databases, functionality, software, website designs, audio, video, text, photographs, and
graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and
logos contained therein (the “Marks”) are owned or controlled by us or licensed to us,
and are protected by copyright and trademark laws and various other intellectual
property rights and unfair competition laws of the United States, foreign jurisdictions,
and international conventions.
The Content and the Marks are provided on the Site “AS IS” for your informational use only. No part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial or personal purpose whatsoever, without our express prior written permission.
We reserve all rights not expressly granted to you in and to the Site, the Content and
the Marks.
USER REPRESENTATIONS
By using the Site, you represent and warrant that:
[(1) all registration information you submit will be true, accurate, current, and complete;
(2) you will maintain the accuracy of such information and promptly update such
registration information as necessary;]
(3) you have the legal capacity and you agree to comply with these Terms of Use;
[(4) you are not under the age of 13;]
(5) not a minor in the jurisdiction in which you reside[, or if a minor, you have received
parental permission to use the Site];
(6) you will not access the Site through automated or non-human means, whether
through a bot, script, or otherwise;
(7) you will not use the Site for any illegal or unauthorized purpose;
(8) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we
have the right to suspend or terminate your account and refuse any and all current or
future use of the Site (or any portion thereof).
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make
the Site available. The Site may not be used in connection with any commercial
endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
1. systematically retrieve data or other content from the Site to create or compile,
directly or indirectly, a collection, compilation, database, or directory without written
permission from us.
2. make any unauthorized use of the Site, 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.
3. use a buying agent or purchasing agent to make purchases on the Site.
4. use the Site to advertise or offer to sell goods and services.
5. circumvent, disable, or otherwise interfere with security-related features of the Site,
including features that prevent or restrict the use or copying of any Content or
enforce limitations on the use of the Site and/or the Content contained therein.
6. engage in unauthorized framing of or linking to the Site.
7. trick, defraud, or mislead us and other users, especially in any attempt to learn
sensitive account information such as user passwords;
8. make improper use of our support services or submit false reports of abuse or
misconduct.
9. engage 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.
10. interfere with, disrupt, or create an undue burden on the Site or the networks or
services connected to the Site.
11. attempt to impersonate another user or person or use the username of another
user.
12. sell or otherwise transfer your profile.
13. use any information obtained from the Site in order to harass, abuse, or harm
another person.
14. use the Site as part of any effort to compete with us or otherwise use the Site
and/or the Content for any revenue-generating endeavor or commercial enterprise.
15. decipher, decompile, disassemble, or reverse engineer any of the software
comprising or in any way making up a part of the Site.
16. attempt to bypass any measures of the Site designed to prevent or restrict access
to the Site, or any portion of the Site.
17. harass, annoy, intimidate, or threaten any of our employees or agents engaged in
providing any portion of the Site to you.
18. delete the copyright or other proprietary rights notice from any Content.
19. copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML,
JavaScript, or other code.
20. upload or transmit (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 Site or modifies, impairs, disrupts, alters, or interferes
with the use, features, functions, operation, or maintenance of the Site.
21. upload or transmit (or attempt to upload or to transmit) any material that acts as a
passive or active information collection or transmission mechanism, including
without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web
bugs, cookies, or other similar devices (sometimes referred to as “spyware” or
“passive collection mechanisms” or “pcms”).
22. except as may be the result of standard search engine or Internet browser usage,
use, launch, develop, or distribute any automated system, including without
limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses
the Site, or using or launching any unauthorized script or other software.
23. disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
24. use the Site in a manner inconsistent with any applicable laws or regulations.
25. [other]
USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards,
online forums, and other functionality, and may provide you with the opportunity to
create, submit, post, display, transmit, perform, publish, distribute, or broadcast content
and materials to us or on the Site, including but not limited to text, writings, video, audio,
photographs, graphics, comments, suggestions, or personal information or other
material (collectively, “Contributions”).
Contributions may be viewable by other users of the Site and through third-party
websites. As such, any Contributions you transmit may be treated as non-confidential
and non-proprietary. When you create or make available any Contributions, you thereby
represent and warrant that:
the creation, distribution, transmission, public display, or performance, and the
accessing, downloading, or copying of your Contributions do not and will not
infringe the proprietary rights, including but not limited to the copyright, patent,
trademark, trade secret, or moral rights of any third party.
2. you are the creator and owner of or have the necessary licenses, rights, consents,
releases, and permissions to use and to authorize us, the Site, and other users of
the Site to use your Contributions in any manner contemplated by the Site and
these Terms of Use.
you have the written consent, release, and/or permission of each and every
identifiable individual person in your Contributions to use the name or likeness of
each and every such identifiable individual person to enable inclusion and use of
your Contributions in any manner contemplated by the Site and these Terms of
Use.
your Contributions are not false, inaccurate, or misleading.
5. your Contributions are not unsolicited or unauthorized advertising, promotional
materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of
solicitation.
6. your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing,
libelous, slanderous, or otherwise objectionable (as determined by us).
7. your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. your Contributions do not advocate the violent overthrow of any government or
incite, encourage, or threaten physical harm against another.
9. your Contributions do not violate any applicable law, regulation, or rule.
10. your Contributions do not violate the privacy or publicity rights of any third party.
11. your Contributions do not contain any material that solicits personal information
from anyone under the age of 18 or exploits people under the age of 18 in a sexual
or violent manner.
12. your Contributions do not violate any federal or state law concerning illegal and/or inappropriate content and materials, or otherwise intended to protect the health or well-being of minors;
13. your Contributions do not include any offensive comments that are connected to
race, national origin, gender, sexual preference, or physical handicap.
14. your Contributions do not otherwise violate, or link to material that violates, any
provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may
result in, among other things, termination or suspension of your rights to use the Site.
CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site [or making Contributions accessible
to the Site by linking your account from the Site to any of your social networking
accounts], you automatically grant, and you represent and warrant that you have the
right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive,
transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy,
reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache,
publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in
part), and distribute such Contributions (including, without limitation, your image and
voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative
works of, or incorporate into other works, such Contributions, and grant and authorize
sublicenses of the foregoing. The use and distribution may occur in any media formats
and through any media channels.
This license will apply to any form, media, or technology now known or hereafter
developed, and includes our use of your name, company name, and franchise name, as
applicable, and any of the trademarks, service marks, trade names, logos, and personal
and commercial images you provide. You waive all moral rights in your Contributions,
and you warrant that moral rights have not otherwise been asserted in your
Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all
of your Contributions and any intellectual property rights or other proprietary rights
associated with your Contributions. We are not liable for any statements or
representations in your Contributions provided by you in any area on the Site.
You are solely responsible for your Contributions to the Site and you expressly agree to
exonerate us from any and all responsibility and to refrain from any legal action against
us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise
change any Contributions; (2) to re-categorize any Contributions to place them in more
appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at
any time and for any reason, without notice. We have no obligation to monitor your
Contributions.
GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a
review, you must comply with the following criteria:
(1) you should have firsthand experience with the person/entity being reviewed;
(2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or
hate language;
(3) your reviews should not contain discriminatory references based on religion, race,
gender, national origin, age, marital status, sexual orientation, or disability;
(4) your reviews should not contain references to illegal activity;
(5) you should not be affiliated with competitors if posting negative reviews;
(6) you should not make any conclusions as to the legality of conduct;
(7) you may not post any false or misleading statements;
(8) you may not organize a campaign encouraging others to post reviews, whether
positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no
obligation to screen reviews or to delete reviews, even if anyone considers reviews
objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily
represent our opinions or the views of any of our affiliates or partners.
We do not assume liability for any review or for any claims, liabilities, or losses resulting
from any review. By posting a review, you hereby grant to us a perpetual, nonexclusive,
worldwide, royalty-free, fully-paid, assignable, and sublicensable right and
license to reproduce, modify, translate, transmit by any means, display, perform, and/or
distribute all content relating to reviews.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas,
feedback, or other information regarding the Site (“Submissions”) provided by you to us
are non-confidential and shall become our sole property. We shall own exclusive rights,
including all intellectual property rights, and shall be entitled to the unrestricted use and
dissemination of these Submissions for any lawful purpose, commercial or otherwise,
without acknowledgment or compensation to you.
You hereby waive all moral rights to any such Submissions, and you hereby warrant
that any such Submissions are original with you or that you have the right to submit
such Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites (“Third-
Party Websites”) as well as articles, photographs, text, graphics, pictures, designs,
music, sound, video, information, applications, software, and other content or items
belonging to or originating from third parties (“Third-Party Content”).
Such Third-Party Websites and Third-Party Content are not investigated, monitored, or
checked for accuracy, appropriateness, or completeness by us, and we are not
responsible for any Third-Party Websites accessed through the Site or any Third-Party
Content posted on, available through, or installed from the Site, including the content,
accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or
contained in the Third-Party Websites or the Third-Party Content.
Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites
or any Third-Party Content does not imply approval or endorsement thereof by us. If you
decide to leave the Site and access the Third-Party Websites or to use or install any
Third-Party Content, you do so at your own risk, and you should be aware these Terms
of Use no longer govern.
You should review the applicable terms and policies, including privacy and data
gathering practices, of any website to which you navigate from the Site or relating to any
applications you use or install from the Site. Any purchases you make through Third-
Party Websites will be through other websites and from other companies, and we take
no responsibility whatsoever in relation to such purchases which are exclusively
between you and the applicable third party.
You agree and acknowledge that we do not endorse the products or services offered on
Third-Party Websites and you shall hold us harmless from any harm caused by your
purchase of such products or services. Additionally, you shall hold us harmless from
any losses sustained by you or harm caused to you relating to or resulting in any way
from any Third-Party Content or any contact with Third-Party Websites.
ADVERTISERS
We may allow advertisers to display their advertisements and other information in certain
areas of the Site, such as sidebar advertisements or banner advertisements. If you are
an advertiser, you shall take full responsibility for any advertisements you place on the
Site and any services provided on the Site or products sold through those
Advertisements.
Further, as an advertiser, you warrant and represent that you possess all rights and
authority to place advertisements on the Site, including, but not limited to, intellectual
property rights, publicity rights, and contractual rights.
[As an advertiser, you agree that such advertisements are subject to our Digital
Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below,
and you understand and agree there will be no refund or other compensation for DMCA
takedown-related issues.] We simply provide the space to place such advertisements,
and we have no other relationship with advertisers.
SITE MANAGEMENT
We reserve the right, but not the obligation, to:
(1) monitor the Site for violations of these Terms of Use;
(2) take appropriate legal action against anyone who, in our sole discretion, violates the
law or these Terms of Use, including without limitation, reporting such user to law
enforcement authorities;
(3) in our sole discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of your
Contributions or any portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to remove from the
Site or otherwise disable all files and content that are excessive in size or are in any
way burdensome to our systems;
(5) otherwise manage the Site in a manner designed to protect our rights and property
and to facilitate the proper functioning of the Site.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy posted on the Site. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States.
If you access the Site from the European Union, Asia, or any other region of the world
with laws or other requirements governing personal data collection, use, or disclosure
that differ from applicable laws in the United States, then through your continued use of
the Site, you are transferring your data to the United States, and you expressly consent
to have your data transferred to and processed in the United States.
[Further, we do not knowingly accept, request, or solicit information from children or
knowingly market to children. Therefore, in accordance with the U.S. Children’s Online
Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13
has provided personal information to us without the requisite and verifiable parental
consent, we will delete that information from the Site as quickly as is reasonably
Practical.]
COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material
available on or through the Site infringes upon any copyright you own or control, please
immediately notify us using the contact form on the site (a “Notification”). A
copy of your Notification will be sent to the person who posted or stored the material
addressed in the Notification.
Please be advised that pursuant to federal law you may be held liable for damages if
you make material misrepresentations in a Notification. Thus, if you are not sure that
material located on or linked to by the Site infringes your copyright, you should consider
first contacting an attorney.]
TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE
RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR
LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING
CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO
REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY
REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS
OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE
YOUR USE OR PARTICIPATION IN THE SITE OR DELETE [YOUR ACCOUNT AND]
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT
WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from
registering and creating a new account under your name, a fake or borrowed name, or
the name of any third party, even if you may be acting on behalf of the third party.
In addition to terminating or suspending your account, we reserve the right to take
appropriate legal action, including without limitation pursuing civil, criminal, and
injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time
or for any reason at our sole discretion without notice. However, we have no obligation
to update any information on our Site. We also reserve the right to modify or discontinue
all or part of the Site without notice at any time.
We will not be liable to you or any third party for any modification, price change,
suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience
hardware, software, or other problems or need to perform maintenance related to the
Site, resulting in interruptions, delays, or errors.
We reserve the right to change, revise, update, suspend, discontinue, or otherwise
modify the Site at any time or for any reason without notice to you. You agree that we
have no liability whatsoever for any loss, damage, or inconvenience caused by your
inability to access or use the Site during any downtime or discontinuance of the Site.
Nothing in these Terms of Use will be construed to obligate us to maintain and support
the Site or to supply any corrections, updates, or releases in connection therewith.
GOVERNING LAW
These Terms of Use and your use of the Site are governed by and construed in
accordance with the laws of the State applicable to agreements made
and to be entirely performed within the applicable State/Commonwealth , without
regard to its conflict of law principles.
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies,
or omissions that may relate to the Site, including descriptions, pricing, availability, and
various other information. We reserve the right to correct any errors, inaccuracies, or
omissions and to change or update the information on the Site at any time, without prior
Notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE
THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE
RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND
YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS
ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE
CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO
LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR
PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR
ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR
USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5)
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6)
ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY
LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY
CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE
SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED
BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY
WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER
ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE
RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY
THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM
OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND
EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE
LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE
DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR
OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
[NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR
LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE
FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO [THE LESSER OF]
[THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE [_________] MONTH
PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING [OR] [$_________]. 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.]
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and employees, from and
against any loss, damage, liability, claim, or demand, including reasonable attorneys’
fees and expenses, made by any third party due to or arising out of: (1) [your
Contributions]; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of
your representations and warranties set forth in these Terms of Use; (5) your violation of
the rights of a third party, including but not limited to intellectual property rights; or (6)
any overt harmful act toward any other user of the Site with whom you connected via
the Site.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the
exclusive defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims. We will
use reasonable efforts to notify you of any such claim, action, or proceeding which is
subject to this indemnification upon becoming aware of it.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing
the Site, as well as data relating to your use of the Site. Although we may perform regular
routine backups of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Site.
You agree that we shall have no liability to you for any loss or corruption of any such
data, and you hereby waive any right of action against us arising from any such loss or
corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and you agree that
all agreements, notices, disclosures, and other communications we provide to you
electronically, via email and on the Site, satisfy any legal requirement that such
communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,
ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES,
POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY
US OR VIA THE SITE.
You hereby waive any rights or requirements under any statutes, regulations, rules,
ordinances, or other laws in any jurisdiction which require an original signature or
delivery or retention of non-electronic records, or to payments or the granting of credits
by any means other than electronic means.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site
constitute the entire agreement and understanding between you and us. Our failure to
exercise or enforce any right or provision of these Terms of Use shall not operate as a
waiver of such right or provision.
These Terms of Use operate to the fullest extent permissible by law. We may assign
any or all of our rights and obligations to others at any time. We shall not be responsible
or liable for any loss, damage, delay, or failure to act caused by any cause beyond our
reasonable control.
If any provision or part of a provision of these Terms of Use is determined to be
unlawful, void, or unenforceable, that provision or part of the provision is deemed
severable from these Terms of Use and does not affect the validity and enforceability of
any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created
between you and us as a result of these Terms of Use or use of the Site. You agree that
these Terms of Use will not be construed against us by virtue of having drafted them.
You hereby waive any and all defenses you may have based on the electronic form of
these Terms of Use and the lack of signing by the parties hereto to execute these
Terms of Use.
