Products and Services.
A. Sites and Services. The Sites provide content and materials to support the mental and emotional wellbeing of women who are in a relationship with a person who suffers from addiction (“Services”). The content and materials may include, without limitation, multimedia content, curricula, publications, courses, lessons, articles, electronic newsletters, information, programs, descriptions, data, software, displays, images, text, graphics, and other features to support these Services (“Content”). As used herein, the term “Content” also includes all other or materials provided or made available to you through any of the foregoing. Unless explicitly stated otherwise, this Agreement will apply to any new features of or enhancements to the current Services or Content.
B. Availability of the Services and Content. The Services are generally accessible 24 hours a day, seven days a week, except for reasonable periods of time for system maintenance or a system failure due to unforeseen acts. Even in cases where notification is usually required, we may modify, suspend, or terminate access to certain portions of the Services at any time and for any reason without prior notice, in order to protect the system or your Account (defined below). We will give you notice in other situations if required by law.
Online Purchases. All purchases through our Sites or other transaction for the sale of goods or services or information formed through the Sites or resulting from visits made by you are governed by the terms of sale that are presented to you at the time of your transaction.
Ownership, Intellectual Property, and Licenses. The Sites, the Content, the design, selection, and arrangement thereof, and our logos, trademarks, and service marks are solely and exclusively our property, and you agree not to display or use these marks or this Content in any manner without our permission. All other names, logos, product and service names, designs, and slogans on the Sites are the trademarks of their respective owners. You acknowledge and agree that we own the Sites, the Services, and the Content, and that the Services and the Content are protected under applicable copyright, trademark, patent, trade secret, or other proprietary rights and laws. You may be required to agree to third party vendor licenses in order to use certain Services. You agree to preserve and not obscure trademark, copyright, and other indications of intellectual property ownership placed on any software, hardware provided to you, or displayed during your use of the Services.
Reliance on Information Posted. The Services and Content are provided “AS-IS” and “AS-AVAILABLE” for your use, and we are not responsible for the timeliness, inaccuracy, interruption, or mis-delivery of any part of the Services or Content. We reserve the right to withdraw or amend any of the Sites, and any Services or Content that we provide through the Sites, in our sole discretion and without notice. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Sites, or by anyone who may be informed of any of its contents.
A. Use the Sites in any manner that could disable, overburden, damage, or impair the Sites or interfere with any other party’s use of the Sites, including their ability to engage in real time activities through the Sites;
B. Permit or facilitate access to or use of the Sites, Services, or Content by any other person or any automated electronic processes, “robots,” “spiders,” “scrapers,” “webcrawlers,” or other computer programs that monitor, copy, or download data or other content found on or accessed through the Services, whether current or archival;
C. Upload, post, e-mail, transmit, or otherwise make available any topic, name, material, or information that is unlawful, harmful, infringing, threatening, abusive, harassing, tortious, profane, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
D. Interfere with, disrupt, unreasonably drain the resources of (through virus infections, denial of service attacks, any form of excessive use, or any other drain), translate, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for, or adapt in any way the Services or Content servers or networks connected to the Services or Content, or disobey any requirements, procedures, policies or regulations of networks connected to the Services or Content;
E. Reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of, the use of, or access to the Services or Content;
F. Collect or store personal data about other users;
G. Use the Sites in any way that violates any applicable federal, state, local, or international law or regulation;
H. Exploit, harm, or attempt to exploit or harm minors in any way exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
I. Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity associated with any of the foregoing; or
J. Otherwise attempt to interfere with the proper working of the Sites or Services.
10. Modification and Termination of Services and Content. We reserve the right to modify or terminate the Services and Content (or any part thereof), temporarily or permanently, at any time and from time to time, and with or without notice to you. We retain the right to monitor use of the Sites and the Services to determine compliance with the Agreement, as well as the right to remove or refuse any information or Content for any reason in accordance with applicable law or this Agreement. Notwithstanding these rights, you remain solely responsible for your use of the Sites. You agree that we shall have the right, in our sole discretion, to terminate or suspend your access to or use of the Sites, the Services, or any part thereof temporarily or permanently, at any time and from time to time, and with or without notice, for any reason whatsoever including, without limitation, quality assurance or if we believe that you have violated or acted inconsistently with the letter or spirit of any provision of this Agreement. You also agree that we will not be liable to you or to any third party for any modification, termination, or suspension of access to the Sites, Services, or Content.
Third-Party Content and Links. The Content and certain tools used for the Services on the Sites may be provided by one or more third-party vendors or individual Content providers, or contain links to other third-party websites, resources, or tools (“Third-Party Resources”). We have no control over such Third-Party Resources, and you acknowledge and agree that we bear no responsibility for the accuracy, availability, or reliability of such Third-Party Resources, and we bear no responsibility or liability for any content, advertising, products, or other materials on or available from such Third-Party Resources. If you follow links to Third-Party Resources, you may navigate away from the Sites, and your online activity relating to the Third-Party Resource will be subject to any terms and conditions governing your use of the Third-Party Resource.
Geographic Restrictions. The owner of the Sites is based in the State of Florida in the United States. We provide the Sites for use only by persons located in the United States. We make no claims that the Sites or any of their content is accessible or appropriate outside the United States. Access to the Sites may not be legal by certain persons or in certain countries. If you access the Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclosure Compliance. We reserve the right to cooperate with any law enforcement, regulatory authority, or court order requesting or directing us to disclose Content, information, or the identity of anyone submitting Content or Information. YOU HEREBY WAIVE, RELEASE, AND HOLD US HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION WE TAKE DURING OR AS A RESULT OF OUR INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT OR DULY AUTHORIZED REGULATORY AUTHORITIES.
Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
A. YOUR USE OF THE SITES, SERVICES, AND CONTENT IS AT YOUR SOLE RISK. THE SITES, SERVICES, AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
B. WE MAKE NO CLAIM THAT THE SITES, SERVICES, AND CONTENT WILL BE SUITABLE TO YOUR NEEDS, UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. THE SITES, SERVICES, AND CONTENT MAY CONTAIN INACCURACIES, TYPOGRAPHICAL ERRORS, OR MAY BE OTHERWISE UNRELIABLE. WE MAKE NO WARRANTY THAT THE QUALITY OF ANY SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITES OR SERVICES WILL MEET YOUR EXPECTATIONS.
C. ANY MATERIAL UPLOADED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE UPLOADING OR DOWNLOADING OF ANY SUCH MATERIAL.
D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SITES OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL WE OR OUR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS, OR OTHER PARTNERS, MEMBERS, EMPLOYEES, AND/OR OUR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE AND/OR OUR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE AVAILABILITY OR PERFORMANCE OF THE SITES, SERVICES, OR CONTENT; (ii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES OR SERVICES, INCLUDING ANY STATEMENTS OR CONDUCT THAT MAY BE THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE, ILLEGAL, OR INFRINGING; OR (iii) ANY OTHER MATTER RELATING TO THE SITES, SERVICES, OR CONTENT. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, YOU AGREE THAT OUR TOTAL, AGGREGATE, AND COMPLETE LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT IN NO EVENT SHALL EXCEED $100.00. ALL OF THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Governing Law / Dispute Resolution.
A. This Agreement is governed by the laws of the State of Florida, without reference to conflict of laws principles.
B. In consideration for providing the Services and Content on the Sites, we may require you to submit any disputes arising from this Agreement or the Sites, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Florida law.
C. Except for the arbitration proceedings described in Section 16.A above, all disputes arising out of or relating to this Agreement are subject to the exclusive jurisdiction of the federal or state courts in Hillsborough County, Tampa, Florida, and you expressly consent to the exercise of personal jurisdiction in such courts in connection with any such dispute including any claim involving us or our affiliates, subsidiaries, partners, employees, contractors, officers, and directors.
D. If any legal proceeding or arbitration is instituted in connection to or relating to the Sites, the Services, the Content, or this Agreement, the prevailing party shall be entitled to recover from the other party its costs, including reasonable attorneys’ fees and costs, at both trial and appellate levels.
Interpretation. The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning. If any court of competent jurisdiction finds any provision of this Agreement or any portion thereof to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible in furtherance of the intent of this Agreement, and the remaining provisions of this Agreement shall continue in full force an effect.
Changes to the Sites. We may update the Services and Content on the Sites from time to time. Any of the Services and Content on the Sites may be out of date at any given time, and we are under no obligation to update such Services and Content.
Miscellaneous. You acknowledge that you have read this Agreement, understand it, and agree to be legally bound by its terms and conditions. You agree that this is an Agreement between independent contractors, and it is not a joint venture, partnership, employer-employee, agent-principal, or franchisor-franchisee relationship. This Agreement is the entire agreement and a complete and exclusive statement of the agreement between the parties, which supersedes all prior or concurrent negotiations, proposals, and understandings, whether oral or written, and all other communications between the parties relating to the subject matter of this Agreement. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors. The rights and obligations under this Agreement that by their nature survive the termination, cancellation, or expiration of this Agreement shall so survive.
Last Revised: September 13, 2018
CLOPÊT MEDIA, LLC