We may change these terms from time to time. You will always be able to view the most current version by clicking on a link at the bottom of any page on our site.
Scope of These Terms
When we refer to ourselves as “we”, "us", "GBO", the "Company", we mean Green Buildings Online, Inc. Reference to “Web Site” or “Web Sites” means internet websites we own, including, but not necessarily limited to, Poplar.
By "you", "your", "yours" “Member” and/or “contractor”, we mean any person or entity who might register with, purchase from, view, use, read, post to or interact with Poplar, or otherwise navigate to our domain.
We include information on Poplar including articles, Q&A, profiles, references, tools, comments, news, continuing education, guides, reports, service provider information and advertising (collectively the "Information"). We hope you find the Information helpful, however the Company will not be held liable for any unintentional errors or omissions that may be found and such Information is not meant to serve as a substitute for your own judgment.
We follow a standard set of editorial procedures for information that we put on Poplar. However, we don’t offer you any warranty or guarantee related to our Web Sites or the information provided in and/or on them. We specifically disclaim any warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose. It is your job to evaluate the information and results from tools we provide. We encourage you to confirm the information contained on our Web Site with other sources before undertaking any action based on it. The use of the Web Site is at your own risk and the Web Site and the content are provided on as “AS IS” basis.
Some information on our Web Site comes from you or from other users. We’re not responsible for that information. Whether the information comes from us or from you, we are not liable for any damages resulting from your use of the information on our Web Site.
Although we are selective about the organizations we link to, we don’t assume any responsibility for any Web Sites that are linked to our site or that you browse to after following a link from our site.
We welcome your feedback on Poplar, however we do not guaranty that feedback provided by readers will be published. You can use the feedback link on our home page to send us comments and criticisms, but if for some reason you are dissatisfied with our response or with the contents of Poplar, your only remedy is to stop using the Web Site.
Our Relationship with You
If you have requested information from us, asked for advice, contacted us via email, purchased products or services, requested free information, downloaded files, or inquired about our products and/or services, we may send you additional information that may be relevant to your inquiry. If you do not wish to receive such messages, you may opt out, at any time, by unsubscribing, or by contacting us directly here.
Ownership of Poplar Network
We or our partners own the information on Poplar. The entire contents and design of Poplar may be protected under U.S. and international trademark and/or copyright laws. You may look at our Web Site online, download individual articles to your personal or handheld computer for later reading, and even print a reasonable number of copies of pages for yourself, your family, or friends. You must not remove any copyright notices from our materials. We reserve all our other rights. Among other things, this means you must not sell our information, rewrite or modify it, redistribute it, put it on your own Web Site, or use it for any commercial purpose without our prior written permission.
With certain exceptions, we own the names we use for our products and services on Poplar Network™ (Poplar), and these names are protected by trademark laws in the U.S. and internationally. Poplar, Poplar Network®, Poplar Education™, Super Study Pack™ are registered marks of Green Buildings Online Inc. An ® following a name on our site indicates that the trademark has been registered in the United States. All third party trademarks are the property of their respective owners.
If your activities are noncommercial, you may make use of our trademarks by linking to us or discussing us with others, as long as you make it clear that we are the owner of the trademark. Any other uses of our trademarks require our prior written approval.
The names of other companies, products and services are the property of their respective owners.
You may not use Poplar Network's trademarks in any of the following ways:
• In a non- Poplar Network product name or publication title.
• Within or as part of your own trademarks.
• To identify non- Poplar Network products or services.
• In a manner which will likely cause confusion.
• In a manner that implies that Poplar Network sponsors, endorses or is otherwise connected with your own activities, products, or services.
• In a manner that disparages Poplar Network.
Third Party Trademarks
All third party trademarks are the property of their respective owners. Leadership in Energy and Environmental Design, LEED, LEED AP, LEED Green Associate, LEED AP Fellow and USGBC are registered trademarks of the U.S. Green Building Council.
The U.S. Green Building Council (USGBC®) does not publish Poplar and does not participate in the development or administration of Poplar content. The USGBC does not endorse Poplar.
GBCI is a registered trademark of the Green Building Certification Institute. Poplar is not affiliated, approved or endorsed by the Green Building Certification Institute.
Linking to Us
Usually, we don’t mind if you have a simple link from your Web Site to ours. However, you must first request permission if you intend to frame our site or incorporate pieces of it into a different site or product in a way that is not clear to our users. You aren’t allowed to link to us if you engage in illegal, obscene, or offensive content, or if the link in any way may have a negative or adverse impact on our reputation.
Information that You Put on Our Web Site
When you place materials or information on our Web Site that are available publicly, you give us an irrevocable, perpetual license to use, reproduce, modify, adapt, publicly perform and publicly display that information. For example, we have the right to display a comment, articles, Q&A, etc. that you post on Poplar for as long as we want. We will consider requests to remove information that you make publicly available on our Web Sites on an individual basis (contact us through the form provided on our Contact Us page).
We ask that you not post any messages with misleading, false, or inappropriate language or statements. We reserve the right to remove any illegal, offensive or fraudulent content at any time without your consent.
If you join Poplar, and/or use a Poplar service, such as, but not limited to, notifications, email, forums, profiles, bulletin board or community (a “Member Service”), all communications, information, data, text, music, sound, graphics, messages and other material (the “Content”) are your responsibility and you are responsible for all Content that you upload, post, transmit, email or otherwise distribute via the Member Service.
Poplar Network and/or its licensors are not responsible for the consequences of the Content posted via the Member Service and, as such, do not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Member Service, you may be exposed to Content that is offensive or objectionable. In no event will Poplar Network be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content uploaded, posted, transmitted, emailed or otherwise made available via the Member Service. In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.
In consideration of being allowed to use the Member Service, you agree to not use the Member Service to:
1. Violate applicable local, state, national, or international laws;
2. Post, upload, email, transmit or otherwise distribute any Content that infringes on the intellectual property rights of others or on the privacy or publicity rights of others;
3. Post, upload, email, transmit or otherwise distribute any Content that is unlawful, harmful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity as determined by Poplar in its sole discretion;
4. Harm minors in any way;
5. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Member Service;
6. Post, upload, email, transmit or otherwise distribute chain letters, pyramid schemes, unsolicited or unauthorized advertising or spam;
7. Impersonate another person or stalk or otherwise harass another person;
8. Post, upload, email, transmit or otherwise distribute viruses or other harmful computer code designed to interrupt, destroy or limit the use of any computer software or hardware;
9. Harvest or otherwise collect information about others, including email addresses, without their identification for posting or viewing comments; consent;
10. Allow any other person or entity to use your identification for posting or viewing comments
11. Interfere with or disrupt the Member Service or computers, networks or other hardware connected to the Member Service, or disregard any requirements or policies of networks connected to the Member Service;
12. Engage in any other conduct that restricts or inhibits any other person from using or enjoying the Member Service, or which, in the judgment of GBO, exposes Poplar or any of its members, customers or suppliers to any liability or detriment of any type.
Poplar Network may (but is not obligated) to do any or all of the following:
1. Record or pre-screen member/user-generated content, if any.
2. Investigate an allegation that a communication(s) do(es) not conform to the terms of this section and determine in its sole discretion to remove or request the removal of the Content.
Laws that govern this agreement
GBO is located in the state of Connecticut in the United States of America. The Web Sites can be accessed from any of the United States and from other countries worldwide. Since the laws of each State or country able to access the Web Sites may differ, by accessing the Web Sites both you agree that the statutes and laws of the state of Connecticut, without regard to choice of laws principles, will apply to all matters relating to use of our Web Sites.
GBO makes no representation that materials on these Web Sites are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access these sites from other locations do so on their own initiative and are responsible for compliance with local laws.
By accessing materials on our Web Site or registering you agree with all the terms and conditions of this agreement.
We reserve the right, at our sole discretion, and with no notification to you, to change the terms and conditions of this Agreement from time to time, and your continuing use of our Web Sites constitutes your acceptance of and agreement to any changed terms and conditions.
If you choose not to comply with the terms herein, we have the right to suspend or eliminate your account, and remove any information you have placed on our site. We may also take any legal action we think is appropriate. If your violation of this agreement causes harm to others, you agree to hold GBO and/or Poplar harmless against any liability for that harm. If there is any dispute between us concerning this agreement our your use of our Web Site, we both agree to submit the dispute to non-binding mediation, followed by binding arbitration. Both the mediation and the arbitration will be governed under the rules of the American Arbitration Association, and the venue for the arbitration will be Connecticut.
You agree to defend, indemnify, and hold Poplar Network, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms and Conditions.
NOTICE AND TAKE DOWN PROCEDURES; AND COPYRIGHT AGENT:
If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access thereto) from this web site by contacting us through the Contact Us form on the Contact Us Page and providing the following information:
1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
3. Your name, address, telephone number and (if available) e-mail address.
4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
5. A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
6. A signature or the electronic equivalent from the copyright holder or authorized representative.
In an effort to protect the rights of copyright owners, Poplar maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Site who are repeat infringers.
AGREEMENT FOR SUBMITTING CONTENT FOR PUBLICATION
Members agree to the following when submitting content such as news articles, Q&A, continuing education material, blog posts or other content (“Content” “Works” or “Work Product”) to GBO that may be published on Poplar:
In the event a Member submits Content for publication, Member agrees that all rights in or based on any Work Product, now or in the future, prepared by it and delivered to Company by Member hereunder on or after the Effective Date is and shall be the sole and exclusive property of the Company, and that any and all right, title, and interest to such Work Product, including without limitation, any copyrights, shall vest fully and exclusively in Company.
Member warrants that any Work Product delivered to the Company hereunder shall be free of, and unencumbered by any claims of any third party, including without limitation, any claims of plagiarism, exclusivity or infringement. Member agrees that any and all improvements or changes to Company’s websites, logos, artwork, website content, white papers, marketing materials conceived, reduced to practice, developed, written, or contributed by Member, either individually or in collaboration with others, in connection with creating the Work Product, are sole property of Company. Member agrees to indemnify and hold Company harmless from any claims, costs, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and costs) arising from any breach of the warranty in this paragraph.
Member hereby grants to Company the right to use the Work Product, name, photographs and/or video recordings, if any, on its Web Sites without any ongoing payment or any consideration. Member understands and agrees that these materials will become the property of Company and hereby irrevocably authorizes Company to edit, alter, copy, exhibit, publish or distribute this material for the purpose of publicizing the Company’s products and services or for any lawful purpose. In addition, Member waives the right to inspect or approve the finished product wherein the Work Product appears and any right to royalties or other compensation arising or related to the use of the Work Product and assigns and transfers right to copyright, use and publish the same in print and/or electronically.
Member agrees that there is no employee, agent, partnership or joint venture relationship between the Parties as a result of this Agreement. This agreement may not be amended or modified except in a writing signed by both of the parties hereto.
CONTENT SUBMISSION GUIDELINES
Members agree to the following Content Submission Guidelines when submitting content (“Content” or “Work Product”)
1. All content must be created by Member. No exceptions. If your content has been published elsewhere, make sure you still own the copyright to it and the byline matches your real name or byline on your Green Buildings Online (GBO) account.
2. All content should provide enough in-depth information to satisfy the average person interested in the topic. In general, we recommend a minimum of 500 words in length.
3. Content must exhibit correct grammar, sentence structure, spelling and punctuation and follow our formatting guidelines (see below).
4. GBO does not recommend or support keyword-stuffing. While Green Buildings Online encourages Contributors to optimize content for search-engine discovery, content must meet a quality threshold and provide a positive experience for Green Buildings Online's audience. Examples of keyword-stuffing include repeating a keyword phrase in a title, repeating keyword phrases too close together or using keyword phrases in a manner that creates an awkward read. If it's determined that content, even after it's published, does not meet Green Buildings Online's policy, it may be removed from the site and/or deleted, or returned to the author for edits to be republished at a later time.
5. GBO will not publish content or articles that are virtually the same as previous submissions. This essentially is duplicate content. Search engines may interpret it as such and this may damage the search result rankings of all of these relatively identical articles. GBO does not consider this to be original content and submitting this type of content may result in the content being removed from the site and/or deleted, or returned to the author for edits to be republished at a later time, or in cases of repeated duplicate content submission, closure of your account.
6. Use a strong, descriptive headline with each submission. Think: What words or phrases would a web user enter to find the content via search? While a headline "The Best Day of My Life" might be true, "Bachelor Party in Las Vegas" would be a more discoverable headline.
7. Content shall not be pornographic, obscene, defamatory, abusive, contain hate speech, encourage illegal or discriminatory conduct, or infringe on the rights of a third party. The forgoing is NOT an exhaustive list, and any determination of whether content violates these guidelines shall be made in the sole discretion of GBO.
8. Content shall not be related to, be about or contain links to websites with content related to programs offering incentives to click links or ads, read emails, or surf other websites. This would include, for instance, autosurf sites, pay-to-read email networks and sites comparing various pay-to-click programs. Content containing affiliate links - hyperlinks used for the sole purpose of marketing a product, business or organization from which you or an affiliated party receive compensation - may be removed from our system.
9. Content shall not promote or link to online gambling sites.
10. We encourage you to link to relevant content within your text and multimedia text descriptions. However, we do not allow excessive links (i.e., content irrelevant to the topic at hand; an inordinate amount of hyperlinks that distract readers). Links to external sites must be relevant to the content and must not lead readers to any content mentioned under guideline No. 8.
11. You must cite all sources that were used in creating your content. Whether you refer to a statistic from a government website or quote someone after a press conference, attribution must immediately precede or follow within the content. (All content must be original, too. You can use other sources for facts and information, but you may not simply copy and paste other published content.)
MASTER LICENSE AGREEMENT
The documents referenced herein ("Agreement") is a legal agreement between Green Buildings Online Inc., a Connecticut corporation, with an address at 4 Abbott Avenue, Ridgefield, Connecticut 06877 ("Company") and You ("You"). "You" means any individual or entity identified in the registration form submitted by such person or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:
a. "GBO Websites" means any and all websites owned or operated by Company, as well any affiliate websites, including but not limited to partner sites, advertising or promotional partnerships.
b. "IP Rights" means any and all forms of intellectual property rights and protections throughout the world, whether currently existing or hereafter developed or acquired and whether now known or hereafter recognized, including all right, title and interest arising under United States or foreign common or statutory law in and to all: (i) patents and all filed, pending or potential applications for patents, including any patent disclosure, reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; (ii) trade secret rights, know-how, technical information, rights in databases, rights to confidential or other proprietary information and equivalent rights; (iii) copyrights, copyright registrations, design registrations and applications therefor, moral rights, other literary property or authors' rights, whether or not protected by copyright or as a mask work; (iv) rights of privacy, rights of publicity, and equivalent or related rights, and (v) proprietary indicia, trademarks, service marks, trade names, trade dress, logos, symbols, domain names, logos and/or brand names and all goodwill associated therewith.
c. "Related Parties" means any owner, parent, partner, affiliate, subsidiary, supplier, subcontractor, shareholder, director, officer, hired or leased employee or worker, agent, representative or permitted assignee or successor of Company, as the case may be and as context requires.
d. "Work(s)" means any deliverables, technology, designs, articles, written expressions, materials, content, graphics, data, information, images, photographs, art, illustrations, animations, video, audio, or audio/visual work, music, text, and/or any works of authorship that You provide to Company hereunder, whether or not eligible for patent, copyright, trademark, trade secret, or other legal protection.
License Grant. You hereby grant Company the following License Grant Type:
a. Exclusive License: You hereby grant to Company an exclusive, worldwide, irrevocable, perpetual, fully-paid up, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivatives works of, publish, sell, exploit, use, and dispose of such Work for any purpose and in all forms and all media whether now known or to become known in the future ("Exclusive License"). You hereby agree and acknowledge that under the Exclusive License, Company shall have and is hereby granted (i) all rights to any revenue and income derived from the Work, (ii) any and all rights to assert claims of infringement (past, present, or future) against any third-party arising out of or in relation to the Work, and (iii) any and all other related rights of whatever kind or nature. Further, pursuant to this Exclusive License, You hereby waive and agree never to assert any and all IP Rights You may have in or with respect to any such Work in connection with Company's use thereof, including without limitation any moral rights or other literary property or authors' rights.
3. Control and Review. By submitting a Work to Company, You are directing Company to upload and store such Work on Company's systems, networks, and servers (the "Company Network") and to publish, display, distribute, reproduce and/or perform such Works via the GBO Websites. You hereby agree and acknowledge that:
a. Upon Your grant hereunder, Company may, but is not obligated to, exercise any or all of its rights under such grant. Without limiting the foregoing, Company may, but is not obligated to, publish any Work and/or to pre-screen or review any Work prior to such publication.
c. Company is under no obligation of confidentiality with respect to any Work that You submit.
d. Notwithstanding anything contained herein, the Company Network and the GBO Websites are not an archive and Company shall have no liability to You or any other person for any loss, damage, or destruction to Your Work or any other information submitted to or via the Company Network and/or GBO Websites. You shall be solely responsible for (i) uploading Your Work, and (ii) maintaining independent archival and backup copies of Your Works.
5. Further Cooperation. At the request of Company or its counsel, and at no additional charge to Company, You shall execute, acknowledge and deliver any and all documents or instruments that Company may determine necessary, in its reasonable discretion, to carry out the intent of this Agreement and the License Grant Type granted; provided, however, this Agreement and the License Grant Type granted shall be effective regardless of whether any such additional documents are executed. In the event Company is unable for any reason, after reasonable effort, to secure Your signature on any document needed in connection with the actions or grants specified herein, You hereby irrevocably designate and appoint Company and its duly authorized officers and agents as Your agent and attorney in fact, which appointment is coupled with an interest, to act for and in Your behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Agreement and the License Grant Type with the same legal force and effect as if executed by You.
6. Term and License Termination.
a. Term. This Agreement shall be effective upon Your checking of the box accepting the terms of this Agreement when You submit a Work and the License Grant Type granted by You to Company hereunder shall continue in force and effect until terminated by operation of law or otherwise in accordance with the terms of this Agreement.
b. Termination. With respect to any other rights granted by You to Company herein, such rights shall be irrevocable and may not be terminated by You for any reason.
7. Representations and Warranties. You hereby represent, warrant and covenant to Company that:
a. To the extent you grant a(n) Exclusive License to Company, and are an individual, You represent and warrant that You are over the age of eighteen (18).
b. To the extent that you are submitting Content on behalf of an entity (including but not limited to a corporation, partnership, or LLC), You represent and warrant that You are legally authorized to act on behalf of and legally bind such entity.
d. Except for public domain content and subject to Section 7(e), below, the Works submitted by You (or on Your behalf) consist of original works of authorship created solely by You.
e. You are the owner or the authorized licensee, with rights to sublicense, of all IP Rights relating to the Works submitted by You (or on Your behalf) and have full legal power and authority to enter into and perform this Agreement in accordance with its terms, including without limitation, the full right and power to grant to Company the rights granted in such Works, as described herein, without the consent of any governmental body, any regulatory authority, or any third party. Without limiting the foregoing, to the extent that any materials, properties and/or rights owned by or licensed from third parties (collectively, the "Third Party Materials") are included in such Works, You have, at Your sole cost and expense, obtained for the benefit of Company and its licensees, any and all licenses and releases necessary for Company to exercise the applicable Rights Grant Type granted by You hereunder, including, without limitation, the right to use, publish, reproduce, publicly distribute, perform, display, modify and prepare derivative works of such Works, and sublicense the foregoing rights, as applicable.
f. The Works submitted by You (or on Your behalf), and Company's use thereof, do not and shall not violate or in any way infringe or otherwise contravene the rights of any person, entity or estate, including without limitation, any IP Rights.
g. You shall not publish falsehoods or misrepresentations that could damage Company or its Related Parties.
h. Your actions in connection with this Agreement will not be in violation of any applicable law, rule, or regulation.
i. The Works submitted by You (or on Your behalf) shall not (i) contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, hateful, racially or ethnically offensive or otherwise infringing or objectionable content or material of any kind, (ii) encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or that is otherwise inappropriate, or (iii) contain any advertisements or solicitations of business.
j. You have provided and will continue to provide true, accurate and complete information to Company in connection with the Works submitted by You (or on Your behalf), this Agreement and Your Registration, including, without limitation, Your legal name, tax identification information, address and other requested contact information.
k. The execution, delivery and performance of this Agreement does not conflict with, constitute a breach of, or in any way violate any arrangement, understanding or agreement to which You are a party or by which You are bound;
l. With respect to any image or likeness of any identifiable person contained within a Work submitted by You (or on Your behalf), You have the written consent, release, and permission of each and every identifiable individual person included in such Work to use the name or likeness of each and every such identifiable individual person and to use, authorize and direct Company to store, copy, display or otherwise distribute such Work via the Company Network and GBO Websites in the manner contemplated herein.
8. Indemnification; Limitation of Liability.
a. Indemnification. You shall defend, indemnify and hold harmless Company and its Related Parties, licensees and customers (collectively, the "Indemnified Parties"), from and against all claims, demands, suits, losses, damages, costs, awards, judgments and expenses (including the costs of investigation and defense and reasonable attorneys' fees), regardless of the form of action, including, without limitation, those based on, arising out of or relating to: (i) Your breach or alleged breach of any term, representation, warranty or covenant contained in this Agreement; (ii) any claim by a third party that a Work submitted by You (or on Your behalf), and/or Company's use thereof, infringes upon the IP Rights or other rights of such third party; and (iii) Your acts or omissions (including negligence or strict liability) related to the subject matter of this Agreement, including, without limitation, any third party claim or action based on, arising out of or relating to any Work(s) licensed hereunder. You shall promptly reimburse Company and the Indemnified Parties for any liabilities incurred in connection with any such claims. Company shall provide You with: (x) prompt written notification of any such claims (which may be in email form); (y) sole control and authority over the defense or settlement thereof; and (z) reasonable assistance necessary to settle and/or defend any such claim, at Your sole expense, provided that if any settlement requires any action or admission by, or would impose an unindemnified monetary obligation on, Company or the Indemnified Parties, then the settlement will require Company's prior written consent. Failure by Company to provide prompt notice of a claim or to provide such control and authority or information and assistance, shall not relieve You of Your obligations under this Section, except to the extent that You are materially prejudiced by such failure in Your defense of such claim. Company may have its own counsel present at and participating in all proceedings or negotiations relating to such claim, at Company's own expense, unless You fail or refuse to secure legal counsel to defend any such claim in a timely manner, in which case the expense of Company's counsel shall be borne by You.
b. Limitations of Liability.
(i) COMMUNICATIONS DECENCY ACT. COMPANY IS A PROVIDER OF INTERACTIVE COMPUTER SERVICES, SUBJECT TO THE PROTECTIONS, IMMUNITIES AND LIMITATIONS OF LIABILITY AFFORDED BY THE COMMUNICATIONS DECENCY ACT (47 U.S.C. 223 et seq.) AND OTHER APPLICABLE LAWS.
(ii) DIGITAL MILLENNIUM COPYRIGHT ACT. COMPANY IS AN INTERACTIVE SERVICES PROVIDER, SUBJECT TO THE PROTECTIONS , IMMUNITIES AND LIMITATIONS OF LIABILITY AFFORDED BY THE DIGITAL MILLENNIUM COPYRIGHT ACT (17 U.S.C. 512 et seq.) AND OTHER APPLICABLE LAWS.
(iii) IN NO CASE SHALL COMPANY OR ITS RELATED PARTIES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFIT, USE OR OTHER ECONOMIC ADVANTAGE), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES, OR ANY OTHER LEGAL THEORY. COMPANY'S AND ITS RELATED PARTIES' TOTAL LIABILITY BASED UPON, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, SHALL IN NO CASE EXCEED, IN THE AGGREGATE, THE GREATER OF (I) THE AGREED UPON AMOUNTS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT, OR (II) TEN DOLLARS (U.S. $10.00). YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK AND THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY, AND YOU AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF COMPANY AND ITS RELATED PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
9. Entire Agreement; Amendment. This Agreement, and the documents referenced herein, contains the complete agreement and understanding between the parties with respect to the subject matter hereof and supersedes any prior agreements or understandings, written or oral. Company strongly recommends that prior to accepting the terms of this Agreement, You print and keep a copy of this Agreement (including all documents referenced herein) for Your records. This Agreement may be amended or modified at any time, provided that such amendment or modification is in writing and is signed or electronically acknowledged/accepted and confirmed by "click-through" by You.
10. Severability; Waivers. If any provision of the Agreement shall be held by a court competent jurisdiction to be illegal, invalid or unenforceable, the parties hereby authorize the court to modify such provision to the minimum extent necessary to effectuate the parties' intentions and the remaining provisions shall remain in full force and effect. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought.
11. Successors and Assigns. Company may transfer or assign this Agreement or any of its rights or obligations hereunder. Notwithstanding anything herein to the contrary, You shall not assign, transfer, or subcontract for, this Agreement (whether by operation of law or otherwise) or any of Your rights or obligations under this Agreement, without the prior written consent of Company. Any attempted assignment or transfer in violation of the foregoing will be void. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.
12. Governing Law. This Agreement shall be subject to and governed by the laws of the State of Connecticut, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Connecticut or where such laws of the State of Connecticut are preempted by applicable Federal law. 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. The parties agree that exclusive venue for any dispute arising under or in connection with this Agreement shall be in the state court for the City Ridgefield Connecticut. Each party hereby agrees that such courts shall have in personam jurisdiction and venue with respect to such party, and each party hereby submits to the in personam jurisdiction and venue of such courts and waives any objection based on inconvenient forum. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY MOTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
13. Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.
14. Cumulative Remedies. In addition to any remedies provided in this Agreement, the parties shall have all remedies provided at law or in equity. The rights and remedies provided in this Agreement or otherwise under law shall be cumulative and the exercise of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or as an alternative of, such right or remedy, except as expressly provided otherwise in this Agreement.
15. Third Party Beneficiaries. Nothing in this Agreement is intended to confer any rights or remedies on any persons other than the parties to it. This Agreement shall not be construed to relieve or discharge any obligations or liabilities of third persons, nor shall it be construed to give third persons any right of subrogation or action over against any party to this Agreement.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT COMPANY MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) ACCEPT WORKS FROM OTHERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.