FORM OF TERMS OF SERVICE
Effective as of May 1, 2015
IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You" or the "Authorized User") AND REFINED HAYSTACK INC ("We" or "Company"). BEFORE ACCESSING OR USING ANY PART OF THE REFINEDHAYSTACK.COM WEBSITE (THE "WEBSITE") AND/OR MOBILE APPLICATION (THE "APPLICATION"), YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (THE OR THIS "TOS") AS THEY GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE, THE APPLICATION AND ANY PROGRAMS, SERVICES, TOOLS, MATERIALS, OR INFORMATION AVAILABLE THROUGH THE WEBSITE, THE APPLICATION OR USED IN CONNECTION THEREWITH (COLLECTIVELY, THE "SERVICES"). COMPANY IS WILLING TO LICENSE AND ALLOW THE USE OF THE SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS. IF YOU DO NOT AGREE WITH THIS TOS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE WEBSITE, THE APPLICATION OR ANY OF THE SERVICES, AND ARE INSTRUCTED TO EXIT THE APPLICABLE SERVICE IMMEDIATELY.
TERMS AND CONDITIONS
- LICENSE GRANT. The Services are provided by Company, and this TOS provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Services conditioned on your continued compliance with the terms and conditions of this TOS. This TOS permits you to use and access for personal or business purposes only the Website or Application (i) on a single laptop, workstation, computer or mobile device, and (ii) from the Internet or through an on-line network. You may also load information from the Website into your laptop's, workstation's or computer's temporary memory (RAM) and print and download materials and information from the Website solely for your personal or business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. If you are using the Website or Application on behalf of a company or other form of entity, please note that such a company or entity may have a separate agreement with Company regarding access and usage privileges for the Website or Application, including, without limitation, a member services agreement with Company. Nevertheless, your personal use of the Website and/or Application will be subject to the obligations and restrictions regarding use of the Website and/or Application as set forth in this TOS.
- RESTRICTIONS. The foregoing license is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by Company through the Website, the Application or any other portion of the Services in any manner not expressly permitted by this TOS. In addition, you may not modify, translate, decompile, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Website, Application or any other portion of the Services. Moreover, you may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Website or Application or in any way reproduce or circumvent the navigational structure or presentation of the Website or Application to obtain or attempt to obtain any materials, data, documents or information through any means not purposely made available through the Website or Application, (ii) attempt to gain unauthorized access to any portion or feature of the Website or Application, including, without limitation, the account of any other Authorized User(s), or any other systems or networks connected to the Website or Application or to any Company server or to any of the Services, by hacking, password "mining," or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Website or Application or any network connected to the Website or Application, nor breach the security or authentication measures on the Website or Application or any network connected to the Website or Application, (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the Website or any user of the Application, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website, Application or Company's systems or networks or any systems or networks connected to the Website or Application, (vi) use any device, software or routine to interfere with the proper working of the Website or Application or any transaction conducted on the Website or Application, or with any other person's use of the Website or Application, (vii) forge headers, impersonate a person or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Company on or through the Website or Application, (viii) use the Website or Application to harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, separately distribute, resell or otherwise permit third parties to access and use the Website or Application (or any part thereof) without Company express, separate and prior written permission, or (x) use the Website in an unlawful manner or in a manner that could damage, disparage or otherwise negatively impact Company.
- USER OBLIGATIONS. By downloading, accessing or using the Website or Application in order to view our information and materials or submit information of any kind, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current and complete information when submitting and/or posting information, images, content or materials on the Website or Application, including, without limitation, when you provide any of the foregoing via a Website and/or Application registration or submission form. If you provide any false, inaccurate, untrue or incomplete information, Company reserves the right, in its sole discretion, to suspend or terminate immediately your access to and use of the Website and/or Application. In addition, you agree to abide by all applicable local, state, national and international laws and regulations with respect to your use of the Website, Application and all other Services. Without limiting the generality of the foregoing, you agree that you shall not use nor disclose to any other party in a manner not permitted by this TOS any personally identifiable information, which you receive or which is made available from Company in connection with this TOS. This TOS is also expressly made subject to any applicable export laws, orders, restrictions or regulations. You shall not export the Website or Application (or access thereto) without complying with such laws, orders, restrictions or regulations. In addition, you also acknowledge and agree that use of the Internet and access to or transmissions or communications with the Website and/or Application is solely at your own risk. While Company has endeavored to create a secure and reliable Website and Application, you should understand that the confidentiality of any communication or material transmitted to/from the Website or Application over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Company is not responsible for the security of any information transmitted to or from the Website or Application. You agree to assume all responsibility concerning activities related to your use of the Website and Application, including, providing any support or meeting any requirements of your contracts with third parties, obtaining and paying for all licenses and costs for third-party software and hardware necessary for implementation of the Website and/or Application, and maintaining and backing up any data. Any support, training, updates, upgrades or maintenance of or for the Website and/or Application shall only be available through the sole discretion of Company or pursuant to the terms and conditions of a separate written agreement with Company.
- DELIVERY OF INFORMATION. When using and/or to facilitate the operation of certain features of the Website or Application, you may provide Company with additional content, images, likenesses or information (a "Posting"). You hereby agree, in addition to all other restrictions and obligations set forth herein, that all Postings will be appropriate, inoffensive and will not contain any material which is pornographic in any nature or illegal under any applicable law. In connection with delivering and providing to Company any such Posting, you hereby and automatically grant to Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license (through multiple tiers) to copy, distribute, create derivative works from, display, modify, reformat, transmit and otherwise use any such content, images, likenesses or information as necessary in connection with the Website, Application and the Services generally in any form, media or technology now known or later developed for the full term of any rights that may exist in such content or information. With respect to any such Posting, you must also obtain at your sole expense all necessary consents, rights, permissions and clearances (and provide Company with reasonable proof thereof (if requested)) required for Company to use the Posting in connection with the Services, including within the Website and/or Application. Notwithstanding the foregoing, you acknowledge and agree that Company shall not be responsible for any failures, inoperability, delays or problems caused by your failure to obtain the necessary rights, clearance or permission or to provide any necessary content, images, likeness or information for your use at the Website or within the Application in a timely or accurate manner. Moreover, Company assumes no responsibility for the deletion of or failure to store any content, images, likenesses or information. You hereby agree and acknowledge that the foregoing license is granted in consideration for the Company making the Services available to you, and as such, Company shall not be required or obligated to pay any licensing or other fees to you at any time in connection with Company's use of any Posting.
- OTHER TERMS AND CONDITIONS. Additional notices, terms and conditions may apply to membership, subscription, receipt of services, participation in a particular program, conference, training, or seminar, Authorized User registration with the Website or Application, and/or to other specific portions or features of the Website, Application or Services generally, all of which are made a part of, and incorporated into, this TOS by this reference. In particular, this TOS, in and of itself, shall not entitle you to any of the Company membership or account status benefits until you execute and Company accepts Company's member services agreement or take any other action required by the Company from time to time to obtain such membership or account. You agree to abide by such other notices, terms and conditions. If there is a conflict between this TOS and the terms posted for or applicable to a specific portion of the Website or Application, the latter terms shall control with respect to your use of that portion of the Website or Application. Company's obligations, if any, with respect to its programs, services, tools, materials or information are governed solely by the terms, conditions, notices and agreements pursuant to which they are provided, and nothing in this TOS should be construed to alter such terms, conditions, notices and/or agreements.
- USER NAME HANDLING POLICY. Registration as an Authorized User for access to certain areas of the Website or to access the Application, namely, the Company member area, may require both a user name and a password. Only one Authorized User can use a given user name and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons or entities because anyone with knowledge of both your user name and password can gain entry to the Website and to your account. Accordingly, by using the Website and/or Application, you agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another Authorized User's user name and password. You will immediately notify Company if you become aware of any loss or theft of your password or any unauthorized use of your user name and password. Company cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Company reserves the right to delete or change (with notice) a user name or password at any time and for any reason.
- POSTINGS. The Website and/or Application may contain blogs, message boards, comment areas, questionnaires, chat rooms and other interactive features where Authorized Users can share and display certain Postings. To the extent that the Website or Application contains such communication forums (collectively, “Forums”), you agree that by using the Website and/or Application you will not post or transmit any of the following materials within any Forums:
As Forums are public, the Authorized User experience is enhanced if you follow the foregoing and following guidelines. Please use netiquette. Please do not post any content or information of a personal nature, such as video or audio of friends and family. Please be succinct and stay on topic within a particular Forum. Please remember to respect others and their opinions. Company encourages open and sincere communication, but urges all Authorized Users to remember that Forums are intended to be a resource for all. Without limiting any other rights the Company may have, Company shall be entitled, but shall not be required, to (i) remove any Posting at any time and for any reason, and/or (ii) to suspend terminate your subscription, account or membership.
- anything that interferes with or disrupts the Website, the Application or the operation thereof,
- statements or material that defames, harasses, abuses, stalks, threatens, intimidates or in any way infringes on the rights of others,
- unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets or privacy of others,
- statements or material that violates other contractual or fiduciary rights, duties or agreements,
- statements or material that is bigoted, hateful or racially offensive,
- statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
- statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
- statements or material that contains vulgar, obscene, profane or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
- statements or material that harms minors,
- statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of Company,
- statements or material that misrepresents your affiliation with any entity and/or Company,
- anything that violates the privacy or publicity rights of any other person, including, without limitation, displaying any personal identifying information of another individual,
- chain letters or pyramid schemes,
- statements or material that constitutes junk mail, spam or unauthorized advertising or promotional materials,
- statements or material that are “off-topic” for a designated Forum, and
- files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Website or Application.
- PERMISSION TO USE POSTINGS. You represent that you have all necessary rights to make each Posting available to Company and a Forum, and you also acknowledge that such Postings are non-confidential for all purposes and that Company has no control over the extent to which any idea, image, depiction, likeness or information may be used by any party or person once it is posted or displayed. Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, images and materials to appear on the Website or within the Application, Company has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting. Moreover, Company assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display or transmit any confidential or sensitive information.
- NO PRE-SCREENING OF POSTINGS. Company is not responsible for screening, policing, editing or monitoring your or another Authorized User’s Postings and encourages all of its Authorized Users to use reasonable discretion and caution in evaluating or reviewing any Posting. Moreover, and except as provided below with respect to Company's right and ability to delete or remove a Posting (or any part thereof), Company does not endorse, oppose or edit any opinion or information provided by you or another Authorized User and does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness or reliability of any advice, opinion, statement or other material displayed, uploaded or distributed by you or any other Authorized User. Nevertheless, Company reserves the right to delete or take other action with respect to Postings (or parts thereof) that Company believes violate this TOS and/or are, or are potentially, unlawful, inappropriate, offensive or harmful to Company or its products, services and/or goodwill. If you violate this TOS, Company may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and/or suspend or terminate your use of the Website, the Application and/or any other Services. Moreover, it is a policy of Company to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of Postings that violate these rules regarding acceptable behavior or content, you may contact Company as provided below.
- PROPRIETARY RIGHTS. This TOS provides only a limited license to access and use the Website, Application and/or any other Services. Accordingly, you expressly acknowledge and agree that Company transfers no ownership or intellectual property interest or title in and to the Website, the Application or any other Services to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Website or Application, unless otherwise indicated, are owned, controlled and licensed by Company and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Company does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the Website or Application may violate intellectual property or other proprietary rights laws as well as other laws, regulations and statutes. Please be aware that Company does enforce its intellectual property rights to the fullest extent of the law and, in particular and without limitation, with respect to illegal use of terms confusingly similar to any of Company's trademarks. Each of the Website and Application is Copyright © 2015 Refined Haystack INC and/or its licensors. All rights reserved. Company also owns a copyright in the contents of the Website and Application as collective work and/or compilation and in the selection, coordination, arrangement and enhancement of the content of the Website and Application. Any downloadable or printable programs, directories, databases, information or materials available through the Website or Application and all copyrights, trade secrets and know-how related thereto, unless otherwise indicated, are owned by Company. The Company name, the Company logo, and all other names, logos and icons identifying Company and its programs, products, and services are proprietary trademarks of Company, and any use of such marks, including, without limitation, as domain names, without the express written permission of Company, is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
- FEEDBACK AND SUBMISSIONS. Company welcomes your feedback and suggestions about Company's products or services or the Website and/or Application. By transmitting any suggestions, information, material or other content (collectively, "feedback") to Company, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights or trademark rights) and that you have all rights necessary to convey to Company and enable Company to use such feedback. In addition, any feedback received through the Website or Application will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Company to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
- LINKS TO OTHER SITES. Company may provide links, in its sole discretion, to other websites on the World Wide Web for your convenience in locating or accessing related information, products and services. These websites have not necessarily been reviewed by Company and are maintained by third parties over which Company exercises no control. Accordingly, Company expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.
- THIRD-PARTY PRODUCTS/SERVICES. Company, in its sole discretion, may post the advertisements of third parties on the Website or within the Application and/or feature materials, programs, products and services provided by third parties, including, without limitation, Company's members. Company makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the Website or within the Application are solely between you and such third party. Accordingly, Company expressly disclaims responsibility and liability for all third-party provided materials, programs, products and/or services contained on or accessed through the Website or Application, and you agree that Company 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 third parties on the Website or within the Application. You acknowledge that the Services we provide are administrative in nature, and as such, we are not involved with or responsible for any transactions by and among you and any interior designers, store owners, architects, homeowners and/or any other parties which may use the Website and/or Application to learn about and/or identify products or services that may be of interest to any such party. You are solely responsible for each and every transaction you may elect to consummate by virtue of connections made and/or information learned through the Website and/or Application, and as such, you shall resolve any disputes or disagreements arising out of any transaction or other business dealings between you and any other party that uses the Website and/or Application directly with such third party. We are not responsible for ensuring the accuracy, veracity, skill set, background or integrity of any product, design, review, store, project or service provider that may be listed or described within the Website and/or Application.
- DISCLAIMER. WHILE COMPANY ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE AND MATERIALS, THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE AND MATERIALS AVAILABLE ON OR THROUGH THE WEBSITE OR WITHIN THE APPLICATION ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS OR OTHER INACCURACIES. COMPANY IS ALSO NOT RESPONSIBLE FOR ANY POSTINGS PROVIDED BY YOU THAT ARE AVAILABLE THROUGH OR FROM THE WEBSITE OR APPLICATION. MOREOVER, COMPANY MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE WEBSITE OR APPLICATION OR IN THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE AND/OR MATERIALS AVAILABLE ON THE WEBSITE OR APPLICATION AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS AND/OR MATERIALS AVAILABLE ON THE COMPANY WEBSITE. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS AND/OR MATERIALS AVAILABLE ON THE WEBSITE OR WITHIN THE APPLICATION FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. COMPANY ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE OR APPLICATION WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE WEBSITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet, the Website and/or the Application. While it is our objective to make the Website and Application accessible at all times, the Website and/or Application may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Website or Application may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of our control, access to the Website and/or the Application may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, we shall not be liable in any way for any delay in responding to an inquiry or question forwarded by You or the effects any delay or unavailability may have on You. YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE AND/OR APPLICATION AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND/OR APPLICATION.
- LIMITATION OF LIABILITY. You expressly absolve and release Company from any claim of harm resulting from a cause beyond Company's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions and any other "force majeure" events. MOREOVER, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE, THE APPLICATION OR ANY OTHER SERVICES, WITH THE DELAY OR INABILITY TO USE THE WEBSITE OR APPLICATION, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS AND/OR MATERIALS AVAILABLE THROUGH THE WEBSITE OR APPLICATION, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF COMPANY FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITE, THE APPLICATION AND THE COMPANY SERVICES GENERALLY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE THREE MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM AROSE.
- INDEMNITY. You agree to defend, indemnify and hold harmless Company and its affiliates and all of their respective employees, agents, managers, directors, officers, shareholders, members, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising from (i) any breach by you of this TOS (ii) your negligence; or (iii) your willful misconduct.
- NOTICE OF SECURITY BREACH. In addition to the foregoing indemnification obligation, if you discover or are notified of a breach or potential breach of security with respect to any personally identifiable information provided or made available by Company, you shall immediately (i) notify Company of such breach or such potential breach and (ii) if the applicable data was in your possession or control, including, without limitation, in instances where such possession or control was permitted by this TOS at the time of such breach or potential breach, you shall immediately (a) investigate such breach or such potential breach, (b) inform Company of the results of such investigation, (c) assist Company using commercially reasonable efforts in maintaining the confidentiality of such information, and (d) assist Company as reasonably necessary to enforce Company's rights and to enable Company to comply with any state or federal law requiring the provision of notice of any security breach with respect to any personally identifiable information of the affected or impacted data subjects.
- GOVERNING LAW. This TOS has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of Illinois, U.S.A. as applied to agreements entered into and completely performed in the State of Illinois. You and Company each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the courts in the State of Illinois for any disputes between us, including without limitation any dispute or claim arising out of this TOS and/or the Services. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOS and acknowledge that either party may seek attorney's fees in any proceeding. Any claim you might have against Company must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOS and is hereby disclaimed. Company makes no representation that the Website or Application is appropriate or available for use in other locations outside the State of Illinois, and access to the Website and/or Application from states, territories or nations where any aspect of the Website or Application is illegal is prohibited. You access the Website and/or Application on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the Website and/or Application. A printed version of this TOS and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact Company if you wish to receive a printed copy of this TOS.
- ENFORCING SECURITY. Actual or attempted unauthorized use of the Website or Application may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Company reserves the right to view, monitor and record activity on the Website and Application without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the Website and/or Application. Any information obtained by monitoring, reviewing or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Website and/or Application as well as to disclosures required by or under applicable law or related government agency actions. Company will also comply with all court orders involving requests for such information. In addition to the foregoing, Company reserves the right, at any time and without notice, to modify, suspend, terminate or interrupt operation of or access to the Website and/or Application, or any portion of the Website and/or Application, in order to protect the Website, Application, Company or Company's business.
- TERM AND TERMINATION. This TOS and your right to use the Website and/or Application, will take effect at the moment you click "I ACCEPT" or you install, access or use the Website or Application and is effective until terminated as set forth below. This TOS will terminate automatically if you click "I REJECT". In addition, Company reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOS, to deny your access to the Website or Application or to any portion thereof in order to protect its name and goodwill, its business and/or other Authorized Users, and this TOS will also terminate automatically if you fail to comply with this TOS, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOS at any time by ceasing to use the Website and de-installing the Application, but all applicable provisions of this TOS will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the Website and Application in your possession. In addition to the Miscellaneous section below, the provisions concerning Company's proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability and governing law will survive the termination of this TOS for any reason.
- FEES. The Company may, from time to time, charge various subscribers, members or Authorized Users in connection with certain Services provided by Company, as described within the Website and/or Application from time to time. To the extent you provide a credit card to Company at any time, you hereby authorize Company to charge such credit card for the full amount of all such fees, including without limitation monthly or other recurring fees that may be described within the Website and/or Application from time to time.
If You believe that Your intellectual property or work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Company's Agent for Notice with the following information in English (Your "Notice"):
In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which Company has disabled access, Company may forward a copy of a valid Notice including name and email address to such individual or entity. Company's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that You claim has been infringed;
- a description of where the material that You claim is infringing is located on the Website or within the Application;
- Your address, telephone number and email address;
- a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright or intellectual property 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 or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
c/o Refined Haystack
230 West Superior Street, 2F #107
Chicago, Illinois, 60654
By online form