Our Service, including, but not limited to, text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials ("Proprietary Material") and all other information and material made available on or through our Service ("Content") by us or our users, suppliers, service providers, sponsors, licensors or affiliates (collectively, "Business Partners") are our property or the property of our Business Partners, and are protected by United States and international copyright law, trademark law, and trade secret law, as well as other state, federal and international laws and regulations. We own a copyright in our Service as a collective work and/or compilation, and in the selection, coordination and arrangement of the Proprietary Material. Except as expressly provide in these Terms of Service, neither we nor our Business Partners grant any rights to you under any patents, copyrights, trademarks or trade secret information. Accordingly, unauthorized use of our Service or the Proprietary Material may violate patent laws, copyright laws, trademark laws, trade secret laws, laws pertaining to privacy and publicity rights or other laws or regulations. The copying, redistribution, use or publication by you of any such material or any part of our Service, except as allowed by these Terms of Service, is strictly prohibited. You shall not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained in the Content. You do not acquire ownership rights to any content, document or other materials viewed through our Service. The posting of information or materials on our Service does not constitute a waiver of any right in such information and materials.
YOUR USE OF OUR SERVICE
Subject to these Terms of Service, we hereby grant you a personal, nontransferable, nonexclusive, non-sublicensable license to use the software and the user interface of our Service solely for viewing and otherwise using Service in accordance with the Terms of Service, and for no other purpose. All rights, title and interest in and to the software, user interface and content made available from, on or through our Service shall belong to us or our third-party providers or suppliers, including all modifications thereof and enhancements thereto. The software and user interface made available from, on or through our Service may not be copied, modified, republished, assigned, sold or distributed by you, nor may derivative works be prepared therefrom. The license granted to you pursuant to the Terms of Service is solely for your personal use (but not for resale or redistribution) as a user of our Service and may not be used for any other purposes. You shall not reverse engineer, de-compile, or otherwise translate, in any way, the software and user interface made available from, on or through our Service. You have no right or claim of right to the software or any unique ideas found in our Service. No ownership rights are granted to you hereunder and no title is transferred hereby.
You are solely responsible for any postings you make to our Service. You hereby acknowledge and agree that we have no obligation to monitor any Content or third-party links, and expressly disclaim any responsibility to filter any such Content. However, we reserve the right to take any action with respect to information posted on our Service that we deem inappropriate in our sole discretion, including but not limited to the immediate removal of offensive or harmful content, or suspension or termination of your right of use to use our Service. You shall not post information on our Service that is:
• infringing of any third party’s rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
• transmitted anonymously or labeled under a false name;
• in violation of any applicable law, statute, rule or regulation;
• obscene, indecent or pornographic;
• defamatory, trade libelous, threatening or harassing; or
• an unsolicited or unauthorized advertisement, promotion, or other form of solicitation.
In addition, you may not link directly or indirectly to, or include descriptions of, products or services: (i) that are prohibited by this these Terms of Service or the fruits of such prohibited products or services, or (ii) to which you do not have the right to link or include. You must obtain our express permission to link to our website(s) and any website operated by third parties. Furthermore, you may not post to or sell through our Service any product or service that could cause us to violate any applicable law, statute, ordinance, or regulation of any jurisdiction.
You acknowledge and agree that "spamming" (the sending of large scale, mass e-mails or other postings) through our Service is strictly prohibited. Any "spamming", or attempts to "spam", will constitute an abuse/attack of our Service and reason for legal action against you. Therefore, you may not send e-mails in any type of mass marketing attempt, including, but not limited to, the sending of e-mails to: (i) any type of listserv, automated mailing mechanism or third-party e-mail list, such as a specialty group mailing list; or (ii) any individual or group of people with whom you are not personally acquainted. In addition, you may not send e-mails through our Service to any individuals who have indicated in any manner that they do not wish to receive such e-mails.
You may not mask your e-mail address in your e-mails. You may not use a temporary e-mail account for the purpose of abusing our Service or avoiding the terms of this Terms of Service. You may not send any e-mail that gives the impression that: (i) such e-mail was sent by us or our Service; or (ii) we or our Service are responsible for such e-mail or the contents of such e-mail (other than Content actually provided by us). You may not refer to us or our Service in any manner that creates the impression that you are an agent of, represent, or are otherwise acting on behalf of us or our Service in any way. You may not represent that you have any relationship with us or our Service, other than an accurate representation of your status as a user of our Service. You may not send any e-mail that disparages us or our Service or otherwise portrays us or our Service in a negative light.
You will be solely responsible for the content of all e-mails that you send through our Service. Such responsibilities include, but are not limited to, ensuring the accuracy and propriety of the contents of your e-mails, ensuring that the contents of your e-mails do not violate or infringe upon the intellectual property rights or other rights of any third party, and ensuring that your e-mails do not contain or link to any of the following types of content:
• content that violates any law, statute, ordinance, or regulation or that is otherwise unlawful
• content promoting illegal activity, racism, hate, mail fraud, pyramid schemes, or investment opportunities or advice not permitted under law
• content that promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• content that is libelous, defamatory, or contrary to public policy
• content that constitutes harassment
• nudity, sex, pornography or adult-oriented content
• content that contains expletives or inappropriate language
• content promoting the use of illegal substances
If you use a non-personal e-mail account, such as an employer or educational institution account, to send any e-mail through our Service, you will be solely responsible for obtaining consent to use such account in connection with our Service.
You acknowledge that we do not necessarily undertake to pre-screen or monitor any of your e-mails, listings or other Content, but that we and our designees shall have the right (but not the obligation), in our or their sole discretion, to remove any of your e-mails, listings or other Content from our Service, or to refuse to post any of your e-mails, listings or other Content on our Service, at any time, for any reason or for no reason at all. Without limiting the foregoing, we and our designees shall have the right to remove any of your e-mails, listings or other Content that violate these Terms of Service or that is otherwise objectionable.
Any opinions, advice, statements, representations, warranties and other information contained in any e-mails, listings or other Content that you post or send on or through our Service are the sole responsibility of the author.
You hereby agree not to tamper in any way with the software or functionality of our Service. Without limiting the foregoing, you agree not to put any computer programs, information or data into our Service which contains any viruses, time bombs, trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.
You are responsible for implementing sufficient firewalls, protections, procedures and checkpoints to satisfy your particular requirements for the protection of your systems and/or accuracy of data input and output, and for maintaining a means external to ours for the reconstruction of lost data. You agree not to disclose any other user’s Content including, without limitation, all information provided during any applicable transaction process. You agree not to invade another user’s privacy, including, but not limited to, the breach or attempted breach of the security of another’s computer, software or data. Use or distribution of tools designed for compromising privacy or security is strictly prohibited.
We may elect to electronically view, monitor, and record activity on our Service without notice or permission from you. You acknowledge and agree that we may preserve your Content and may also disclose any of your Content, records, or electronic communications of any kind: (i) if we believe in good faith that the law or legal process requires it: (ii) if such disclosure is necessary or appropriate to operate our Service; (iii) to respond to claims that such Content violates the rights of third parties; or (iv) to protect our rights, property, or personal safety, or the rights, property, or personal safety of our users, Business Partners or the public. However, we are not responsible for screening, policing, editing or monitoring of our Service. If notified of an allegation that our Service contains infringing, defamatory, damaging, illegal or offensive Content or communications, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such Content or communications from our Service.
OUR SERVICE AND ALL CONTENT THAT WE OR OUR BUSINESS PARTNERS MAKE AVAILABLE ON OR THROUGH OUR SERVICE ("OUR CONTENT") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT WARRANT THAT OUR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DO WE MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE OR SUITABILITY OF OUR SERVICE OR ANY OF OUR CONTENT. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SERVICE AND YOUR RELIANCE UPON ANY OF OUR CONTENT IS AT YOUR SOLE RISK.
WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, INTEGRITY, LEGALITY OR SAFETY OF ANY CONTENT SUBMITTED BY USERS OF OUR SERVICE OR ANY OF THE ITEMS OR SERVICES DESCRIBED THEREIN. YOU AGREE THAT YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH, THE USE OF ANY USER CONTENT AND ANY ITEMS OR SERVICES DESCRIBED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF, AND YOUR RELIANCE UPON, THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, INTEGRITY, LEGALITY OR SAFETY OF THE CONTENT OR SUCH ITEMS OR SERVICES IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE CHARACTER OR CREDENTIALS OF ANY USER OF OUR SERVICE.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
LIMITATIONS OF LIABILITY
IN THE EVENT OF ANY PROBLEM WITH OUR SERVICE OR ANY OF OUR CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING OUR SERVICE. UNDER NO CIRCUMSTANCES SHALL WE OR OUR BUSINESS PARTNERS, OR ANY OF OUR OR THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, BE LIABLE IN ANY WAY FOR ANY CONTENT OR YOUR USE OF ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.
UNDER NO CIRCUMSTANCES SHALL WE OR OUR BUSINESS PARTNERS, OR ANY OF OUR OR THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH OUR SERVICE, ANY CONTENT, OR ANY ITEMS OR SERVICES DESCRIBED ON OR PROVIDED THROUGH OUR SERVICE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE WE HAVE NO CONTROL OVER THE TRUTH OR ACCURACY OF POSTINGS YOU MAY RECEIVE FROM OTHER USERS OF OUR SERVICE, OR CONTROL WHETHER ANOTHER USER FULFILLS HIS/HER PART OF ANY TRANSACTION, YOU HEREBY RELEASE AND AGREE TO HOLD US AND OUR OFFICERS, DIRECTORS, SUBCONTRACTORS (INCLUDING WITHOUT LIMITATION TECHNOLOGY PROVIDERS), AGENTS, AND EMPLOYEES HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OUR SERVICE OR ANY TRANSACTION (WHETHER OR NOT CONSUMMATED) OR DISPUTE ARISING OUT OF SUCH USE OR TRANSACTION. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
YOU HEREBY RELEASE AND DISCHARGE US AND OUR BUSINESS PARTNERS, AND EACH OF OUR AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM ALL CLAIMS, DEMANDS AND DAMAGES (INCLUDING ACTUAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT AND SPECIAL DAMAGES), OF EVERY KIND AND CHARACTER, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO ANY TRANSACTION BETWEEN YOU AND ANY OTHER USER OF OUR SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS RELATING TO THE ACCURACY OR QUALITY OF ANY LISTING OR OTHER CONTENT, THE ACCURACY OR QUALITY OF THE SUBJECT OF ANY SUCCESSFUL DEAL, OR THE FAILURE OF ANY USER TO COMPLY WITH THE TERMS OF ANY TRANSACTION BETWEEN YOU AND SUCH USER.
IF YOU ARE A CALIFORNIA RESIDENT, YOU AGREE TO WAIVE CALIFORNIA CIVIL CODE SECTION 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."
Without limiting the generality or effect of other provisions of these Terms of Service, as a condition of use, you agree to indemnify, hold harmless, and defend us and our parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, "Indemnified Parties" and each, individually, an "Indemnified Party") against all costs, expenses, liabilities and damages incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your use hereunder and/or engagement in a transaction on our Service; (ii) your failure to comply with any applicable laws and regulations; (iii) your breach of any of its obligations set forth in the Terms of Service; and (iv) infringement claims asserted against us based on our use of your intellectual and informational property. You shall not settle any such claim without the written consent of the applicable Indemnified Party.
Our Service may contain links to other websites. Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. The inclusion of any link does not imply affiliation, endorsement or adoption by us of the linked website or any information contained therein. We encourage you to read the terms and conditions, data-gathering practices and privacy policies of all linked websites as they may materially differ from ours. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on our Service. It is up to you to take precautions to ensure that whatever linked material you select is free of items such as viruses, worms, trojan horses and other destructive items.
We, in our sole discretion, may post advertisements or other materials of third parties on our Service. Your correspondence or any other dealings with advertisers found on our Service are solely between you and such advertiser. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such advertisements on our Service. Moreover, we shall not be responsible or liable for the statements or conduct of any such advertisers on our Service.
You or we may suspend or terminate your account or your use of our Service at any time, for any reason or for no reason at all. You are personally liable for any fees or charges that you incur prior to termination. We have the right (but not the obligation) to refuse to provide service to any person, agency or organization, or to prohibit any person, agency or organization from using our Service, at any time, for any reason or for no reason at all, in our sole discretion. We reserve the right to change, suspend, or discontinue all or part of our Service, temporarily or permanently, without prior notice. We reserve the right to delete or change any username or password at any time, for any reason or for no reason at all. Notice of termination must be provided in accordance with these Terms and Conditions. You agree that, upon termination of these Terms of Service, you will honor all outstanding transactions and pending transactions.
EVENTS BEYOND OUR CONTROL
We shall not be deemed in default hereunder, nor shall you hold us responsible for, any cessation, interruption or delay in the performance of our obligations hereunder due to causes beyond our reasonable control including, but not limited to, earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of our business, including internet access, or any change in, or the adoption of, any law, ordinance, rule, regulation, order, judgment or decree.
We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:
• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim to be infringed;
• a description of where the material that you claim is infringing is located on our Service;
• your address, telephone number, and e-mail address;
• a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Our copyright Agent for notice of claims of copyright infringement is _________ who can be reached as follows:
[Name of Agent]
By phone: _____________
By e-mail: ______________
CHOICE OF LAW; ARBITRATION
The laws of the Commonwealth of Massachusetts govern these Terms of Service in all respects, without giving effect to conflicts of laws principles. Except for allegations that you have infringed or threatened to infringe any of our intellectual property rights, any dispute or controversy between you and us, or arising under or concerning performance or breach of these Terms of Service, shall be settled by one arbitrator in binding arbitration, to be held in Boston, Massachusetts, U.S.A., under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered by any court of competent jurisdiction. In the event that we allege that you have infringed or threatened to infringe our intellectual property rights, then, in addition to any other rights and remedies we might have, we may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, you irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located within the city of Boston and Commonwealth of Massachusetts.
These Terms of Service constitute the sole agreement between you and us relating to your use and our provision of our Service and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in the Terms of Service shall bind either of us. Any of the Terms of Service which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable any of the remaining Terms of Service or affecting the validity or enforceability of the Terms of Service in any other jurisdiction. Failure to insist on performance of any of the Terms of Service will not operate as a waiver of any subsequent default. No waiver by us of any right under these Terms of Service will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part, without our prior written consent. These Terms of Service shall be binding upon and inure to the benefit of each of us and our respective successors and permitted assigns. Except as otherwise specifically provided herein, these Terms of Service may not be modified, supplemented, qualified, or interpreted except in writing signed by you and us. Any cause of action brought by you against us or our affiliated parties must be instituted with one (1) year after the cause of action arises or be deemed forever waived and barred.
A printed version of these Terms of Service and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
ACKNOWLEDGEMENT AND ACCEPTANCE OF THE TERMS OF SERVICE: BY CLICKING THE "I AGREE" BUTTON DURING REGISTRATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE ABOVE TERMS OF SERVICE AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS.