Welcome to our Web site. By using our site, you are
agreeing to comply with and be bound by the following terms of use. Please
review the following terms carefully. If you do not agree to these terms,
you should not use this site. The term “us” or “we” or “our” refers to
LoudCommerce, LLC, the owner of the Web site. The term “you” refers to the
user or viewer of our Web Site.
1. Acceptance of Agreement.
You agree to the terms and conditions outlined in this Terms of Use
Agreement ("Agreement") with respect to our site (the "Site"). This
Agreement constitutes the entire and only agreement between us and you, and
supersedes all prior or contemporaneous agreements, representations,
warranties and understandings with respect to the Site, the content,
products or services provided by or through the Site, and the subject matter
of this Agreement. This Agreement may be amended at any time by us from time
to time without specific notice to you. The latest Agreement will be posted
on the Site, and you should review this Agreement prior to using the Site.
2. Copyright.
The content, organization, graphics, design, compilation, magnetic
translation, digital conversion and other matters related to the Site are
protected under applicable copyrights, trademarks and other proprietary
(including but not limited to intellectual property) rights. The copying,
redistribution, use or publication by you of any such matters or any part of
the Site, except as allowed by Section 4 below, is strictly prohibited. You
do not acquire ownership rights to any content, document or other materials
viewed through the Site. The posting of information or materials on the Site
does not constitute a waiver of any right in such information and materials.
Some of the content on the site is the copyrighted work of third parties.
3. Service Marks.
Loud Info and others are our service marks or registered service marks or
trademarks. Other product and company names mentioned on the Site may be
trademarks of their respective owners.
4. Limited License; Permitted Uses.
You are granted a non-exclusive, non-transferable, revocable license (a) to
access and use the Site strictly in accordance with this Agreement; (b) to
use the Site solely for internal, personal, non-commercial purposes; and (c)
to print out discrete information from the Site solely for internal,
personal, non-commercial purposes and provided that you maintain all
copyright and other policies contained therein. No print out or electronic
version of any part of the Site or its contents may be used by you in any
litigation or arbitration matter whatsoever under any circumstances.
5. Restrictions and Prohibitions on Use.
Your license for access and use of the Site and any information, materials
or documents (collectively defined as “Content and Materials”) therein are
subject to the following restrictions and prohibitions on use: You may not
(a) copy, print (except for the express limited purpose permitted by Section
4 above), republish, display, distribute, transmit, sell, rent, lease, loan
or otherwise make available in any form or by any means all or any portion
of the Site or any Content and Materials retrieved therefrom; (b) use the
Site or any materials obtained from the Site to develop, of as a component
of, any information, storage and retrieval system, database, information
base, or similar resource (in any media now existing or hereafter
developed), that is offered for commercial distribution of any kind,
including through sale, license, lease, rental, subscription, or any other
commercial distribution mechanism; (c) create compilations or derivative
works of any Content and Materials from the Site; (d) use any Content and
Materials from the Site in any manner that may infringe any copyright,
intellectual property right, proprietary right, or property right of us or
any third parties; (e) remove, change or obscure any copyright notice or
other proprietary notice or terms of use contained in the Site; (f) make any
portion of the Site available through any timesharing system, service
bureau, the Internet or any other technology now existing or developed in
the future; (g) remove, decompile, disassemble or reverse engineer any Site
software or use any network monitoring or discovery software to determine
the Site architecture; (h) use any automatic or manual process to harvest
information from the Site; (i) use the Site for the purpose of gathering
information for or transmitting (1) unsolicited commercial email; (2) email
that makes use of headers, invalid or nonexistent domain names, or other
means of deceptive addressing; and (3) unsolicited telephone calls or
facsimile transmissions; (j) use the Site in a manner that violates any
state or federal law regulating email, facsimile transmissions or telephone
solicitations; and (k) export or re-export the Site or any portion thereof,
or any software available on or through the Site, in violation of the export
control laws or regulations of the United States.
6. Forms, Agreements & Documents
We may make available through the Site or through other Web sites sample and
actual forms, checklists, business documents and legal documents
(collectively, “Documents”). All Documents are provided on a non-exclusive
license basis only for your personal one-time use for non-commercial
purposes, without any right to re-license, sublicense, distribute, assign or
transfer such license. Documents are provided for a charge and without any
representations or warranties, express or implied, as to their suitability,
legal effect, completeness, currentness, accuracy, and/or appropriateness.
THE DOCUMENTS ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITH “ALL FAULTS”,
AND WE AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM ANY WARRANTIES, INCLUDING
BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. The Documents may be inappropriate for your particular
circumstances. Furthermore, state laws may require different or additional
provisions to ensure the desired result. You should consult with legal
counsel to determine the appropriate legal or business documents necessary
for your particular transactions, as the Documents are only samples and may
not be applicable to a particular situation. Some Documents are public
domain forms or available from public records.
7. No Legal Advice or Attorney-Client Relationship.
Information contained on or made available through the Site is not intended
to and does not constitute legal advice, recommendations, mediation or
counseling under any circumstance and no attorney-client relationship is
formed. We do not warrant or guarantee the accurateness, completeness,
adequacy or currency of the information contained in or linked to the Site.
Your use of information on the Site or materials linked to the Site is
entirely at your own risk. We are not a law firm and the Site is not a
lawyer referral service.
8. Linking to the Site.
You may provide links to the Site, provided (a) that you do not remove or
obscure, by framing or otherwise, advertisements, the copyright notice, or
other notices on the Site, (b) your site does not engage in illegal or
pornographic activities, and (c) you discontinue providing links to the Site
immediately upon request by us.
9. Advertisers.
The Site may contain advertising and sponsorships. Advertisers and sponsors
are responsible for ensuring that material submitted for inclusion on the
Site is accurate and complies with applicable laws. We are not responsible
for the illegality or any error, inaccuracy or problem in the advertiser’s
or sponsor’s materials.
10. Registration.
Certain sections of, or offerings from, the Site may require you to
register. If registration is requested, you agree to provide us with
accurate, complete registration information. Your registration must be done
using your real name and accurate information. Each registration is for your
personal use only and not on behalf of any other person or entity. We do not
permit (a) any other person using the registered sections under your name;
or (b) access through a single name being made available to multiple users
on a network. You are responsible for preventing such unauthorized use.
11. Errors, Corrections and Changes.
We do not represent or warrant that the Site will be error-free, free of
viruses or other harmful components, or that defects will be corrected. We
do not represent or warrant that the information available on or through the
Site will be correct, accurate, timely or otherwise reliable. We may make
changes to the features, functionality or content of the Site at any time.
We reserve the right in our sole discretion to edit or delete any documents,
information or other content appearing on the Site.
12. Third Party Content.
Third party content may appear on the Site or may be accessible via links
from the Site. We are not responsible for and assume no liability for any
mistakes, misstatements of law, defamation, omissions, falsehood, obscenity,
pornography or profanity in the statements, opinions, representations or any
other form of content on the Site. You understand that the information and
opinions in the third party content represent solely the thoughts of the
author and is neither endorsed by nor does it necessarily reflect our
belief.
13. Unlawful Activity.
We reserve the right to investigate complaints or reported violations of
this Agreement and to take any action we deem appropriate, including but not
limited to reporting any suspected unlawful activity to law enforcement
officials, regulators, or other third parties and disclosing any information
necessary or appropriate to such persons or entities relating to your
profile, email addresses, usage history, posted materials, IP addresses and
traffic information.
14. Indemnification.
You agree to indemnify, defend and hold us and our partners, agents,
officers, directors, employees, subcontractors, successors, assigns, third
party suppliers of information and documents, attorneys, advertisers,
product and service providers, and affiliates (collectively, "Affiliated
Parties") harmless from any liability, loss, claim and expense, including
reasonable attorney's fees, related to your violation of this Agreement or
use of the Site.
15. Nontransferable.
Your right to use the Site is not transferable or assignable. Any password
or right given to you to obtain information or documents is not transferable
or assignable.
16. Disclaimer.
THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE SITE ARE PROVIDED
"AS-IS," "AS AVAILABLE," WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR
IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE).
THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER
LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR
YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN SECTION 17(b).
IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED
PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF
PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT,
BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION
AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE
BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS,
SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT
SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY
WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS
AGREEMENT.
ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED
WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.
17. Limitation of Liability
(a) We and any Affiliated Party shall not be liable for any loss, injury,
claim, liability, or damage of any kind resulting in any way from (a) any
errors in or omissions from the Site or any services or products obtainable
therefrom, (b) the unavailability or interruption of the Site or any
features thereof, (c) your use of the Site, (d) the content contained on the
Site, or (e) any delay or failure in performance beyond the control of a
Covered Party.
(b) THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION
WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR THE PRODUCTS,
INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT
EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU
MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.
18. Use of Information.
We reserve the right, and you authorize us, to the use and assignment of all
information regarding Site uses by you and all information provided by you
in any manner consistent with our Privacy Policy. All remarks, suggestions,
ideas, graphics, or other information communicated by you to us
(collectively, a "Submission") will forever be our property. We will not be
required to treat any Submission as confidential, and will not be liable for
any ideas (including without limitation, product, service or advertising
ideas) and will not incur any liability as a result of any similarities that
may appear in our future products, services or operations. Without
limitation, we will have exclusive ownership of all present and future
existing rights to the Submission of every kind and nature everywhere. We
will be entitled to use the Submission for any commercial or other purpose
whatsoever, without compensation to you or any other person sending the
Submission. You acknowledge that you are responsible for whatever material
you submit, and you, not us, have full responsibility for the message,
including its legality, reliability, appropriateness, originality, and
copyright.
19. Third-Party Services.
We may allow access to or advertise certain third-party product or service
providers ("Merchants") from which you may purchase certain goods or
services. You understand that we do not operate or control the products or
services offered by Merchants. Merchants are responsible for all aspects of
order processing, fulfillment, billing and customer service. We are not a
party to the transactions entered into between you and Merchants. You agree
that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS
WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE
INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR
NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES
ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY
INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR
SITE.
20. Third-Party Merchant Policies.
All rules, policies (including privacy policies) and operating procedures of
Merchants will apply to you while on any Merchant sites. We are not
responsible for information provided by you to Merchants. We and the
Merchants are independent contractors and neither party has authority to
make any representations or commitments on behalf of the other.
21. Privacy Policy.
Our Privacy Policy, as it may change from time to time, is a part of this
Agreement. You must review this Privacy Policy.
22. Payments.
You represent and warrant that if you are purchasing something from us or
from Merchants that (i) any credit information you supply is true and
complete, (ii) charges incurred by you will be honored by your credit card
company, and (iii) you will pay the charges incurred by you at the posted
prices, including any applicable taxes.
23. Securities Laws.
The Site may include statements concerning our operations, prospects,
strategies, financial condition, future economic performance and demand for
our products or services, as well as our intentions, plans and objectives
(particularly with respect to product and service offerings), that are
forward-looking statements. These statements are based upon a number of
assumptions and estimates which are subject to significant uncertainties,
many of which are beyond our control. When used on our Site, words like
"anticipates," "expects," "believes," "estimates," "seeks," "plans,"
"intends," "will" and similar expressions are intended to identify
forward-looking statements designed to fall within securities law safe
harbors for forward-looking statements. The Site and the information
contained herein does not constitute an offer or a solicitation of an offer
for sale of any securities. None of the information contained herein is
intended to be, and shall not be deemed to be, incorporated into any of our
securities-related filings or documents.
24. Links to other Web Sites.
The Site contains links to other Web sites. We are not responsible for the
content, accuracy or opinions express in such Web sites, and such Web sites
are not investigated, monitored or checked for accuracy or completeness by
us. Inclusion of any linked Web site on our Site does not imply approval or
endorsement of the linked Web site by us. If you decide to leave our Site
and access these third-party sites, you do so at your own risk.
25. Copyrights and Copyright Agents.
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:
a. An electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright interest;
b. A description of the copyrighted work that you claim has been infringed;
c. A description of where the material that you claim is infringing is
located on the Site;
d. Your address, telephone number, and email address;
e. 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
f. 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 on the
Site can be reached by directing an e-mail to the Copyright Agent.
26. Information and Press Releases.
The Site contains information and press releases about us. We disclaim any
duty or obligation to update this information or any press releases.
Information about companies other than ours contained in the press release
or otherwise, should not be relied upon as being provided or endorsed by us.
27. Legal Compliance.
You agree to comply with all applicable domestic and international laws,
statutes, ordinances and regulations regarding your use of the Site and the
Content and Materials provided therein.
28. Refund and Return Policy.
To the extent that you purchase any goods or services directly from us, we
will refund you your purchase price within 30 days of you notifying us in
writing of your desire for the refund, together with the reason for the
request, with the product or service returned to us in substantially the
same condition as when purchased. Please note , however, that certain
products and services mentioned on our site are sold by third parties or are
linked to third party Web sites, and we have no responsibility or liability
for those products or services. You may request a refund by contacting them
on via their website. You may obtain any additional information concerning
our refund and return policy, including our mailing address, by
contacting us.
29. Miscellaneous.
This Agreement shall be treated as though it were executed and performed in
San Francisco, California, and shall be governed by and construed in
accordance with the laws of the State of California (without regard to
conflict of law principles). Any cause of action by you with respect to the
Site (and/or any information, Documents, products or services related
thereto) must be instituted within one (1) year after the cause of action
arose or be forever waived and barred. All actions shall be subject to the
limitations set forth in Section 16 and Section 17. The language in this
Agreement shall be interpreted as to its fair meaning and not strictly for
or against any party. This Agreement and all incorporated agreements and
your information may be automatically assigned by us in our sole discretion
to a third party in the event of an acquisition, sale or merger. Should any
part of this Agreement be held invalid or unenforceable, that portion shall
be construed consistent with applicable law and the remaining portions shall
remain in full force and effect. To the extent that anything in or
associated with the Site is in conflict or inconsistent with this Agreement,
this Agreement shall take precedence. Our failure to enforce any provision
of this Agreement shall not be deemed a waiver of such provision nor of the
right to enforce such provision. Our rights under this Agreement shall
survive any termination of this Agreement.
30. Arbitration.
Any legal controversy or legal claim arising out of or relating to this
Agreement or our services, excluding legal action taken by us to collect or
recover damages for, or obtain any injunction relating to, Site operations,
intellectual property, and our services, shall be settled solely by binding
arbitration in accordance with the commercial arbitration rules of JAMS. Any
such controversy or claim shall be arbitrated on an individual basis, and
shall not be consolidated in any arbitration with any claim or controversy
of any other party. The arbitration shall be conducted in San Francisco,
California, and judgment on the arbitration award may be entered into any
court having jurisdiction thereof. Either you or us may seek any interim or
preliminary relief from a court of competent jurisdiction in San Francisco,
California necessary to protect the rights or property of you and us pending
the completion of arbitration. Each party shall bear one-half of the
arbitration fees and costs incurred through JAMS.
