Site Terms

 

Welcome to PapercastleRecords.com!  We are glad you have found us.

Please read these Terms and Conditions of Use (these “Terms”) carefully as they form an enforceable contract between you and The Sound Cabin Inc. (such company being referred to herein as “we”, “us”, or “our”), and govern your access to and use of the www.thesoundcabin.com website (the “Website”) and all applications, features, information, blogs, forums, groups, files, materials, documents, data, text, recordings, musical compositions, audio, video, images and other content, products, and services provided at or available through the Website (collectively the “Content”).  

 

1.    Using the Website and the Content

By accessing or using the Website or any Content, you are deemed to have read, accepted and agreed to be bound by these Terms, without limitation, qualification or change by you.  If you are accessing or using the Website or the Content on behalf of an organization, you are agreeing to these Terms for that organization and representing to us that you have the authority to bind that organization to these Terms (in which event “you” and “your” will refer to that organization).  You may access and use the Website and the Content only by complying with these Terms and only if you have the legal power to form a contract with us and are not barred under any applicable laws from doing so.  IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT ACCESS OR USE THE WEBSITE OR THE CONTENT. Any questions concerning these Terms should be sent to us at support@papercastlerecords.com.   

2.    Changes to these Terms

We reserve the right to revise these Terms from time to time in our discretion. We will date and post the most current version of these Terms on the Website. Any changes will be effective upon posting the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify you via the Website and/or by email to the email address associated with your account with us, and/or by related blogs.  Therefore, we encourage you to check the date of these Terms whenever you visit the Website to see if these Terms have been updated. Your continued access to and use of the Website or any Content constitutes your acceptance of such changes. If you do not agree to any changes to these Terms, you must stop accessing and using the Website and the Content.

3.    Access to the Website is Free

Access to and use of the Website is free.  However, certain Content available through the Website, including music, recordings and other audio content, is available only for a fee (the “Licensed Content”) and will be subject to and governed by the License Agreement, and is available by clicking here (the “License Terms”) You may access and use the Website and any free Content on a non-exclusive and non-transferable basis, limited and solely in strict compliance with these Terms and all applicable laws, rules and regulations.   You may use Licensed Content provided for a fee only in strict compliance with the License Agreement.

4.    Your Account

To obtain access to certain parts of the Website and/or certain Content, including the Licensed Content, you may be required to register for an account with us (become a "Registered User"), by completing a registration form and designating a user ID and password. Until you register for an account with us your access to certain parts of the Website and/or certain Content may be limited to the areas of the Website and the Content, if any, that we make available to the general public. When registering for an account with us you must: (a) provide true, accurate, current and complete information about yourself as requested by our registration form, including your name, mailing address, email address and phone number (such information being the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  We may deny registration for an account or withdraw such registration and terminate any account at any time in our sole discretion, with or without notice and with or without cause.

Only you may use your account. You must keep your account and passwords confidential and not authorize any third party to access or use your account or the Website or the Content available to you as a Registered User, unless we provide an approved mechanism for such use. We will not be liable for any loss or damage arising from any unauthorized use of your account or for any use of any User Content (as defined below) posted at or through your account.

If a third party, such as an employer, registered for an account with us in your behalf, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account's usage and profile data, including how and when your account is used; and read or store the Content in your account.

5.    Consent to Electronic Communications and Solicitations

By registering for an account with us, you understand that we may send you communications or data regarding the Website or the Content, including but not limited to: (a) notices about your use of the Website or the Content, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding our products and services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.

6.    User Content

We may provide functionality through the Website, including through your account, which allows you (i) to disclose personal identifying information to other users with whom you are sharing ideas or other content, including your name, email address, phone number and other Registration Data, (ii) to post, transmit, share, store, process and otherwise make available information, audio, video and other images, comments, links and other materials from you (your “User Content”), and/or (iii) to communicate with others, including via bulletin board services, news groups, webinars, forums, blogs and other message and communication facilities (Communication Services”).  If you do not wish to make your Registration Data or other personal identifying information and/or your User Content, including your ideas, available to others through the Website, you should not join or participate in any idea sharing teams or other networks available at or through the Website, post any User Content to or through the Website, or use any of our Communication Services.       

We do not claim ownership of your personal identifying information or to your User Content and you retain all rights in and to your personal identifying information and User Content.  We also do not control, verify, screen or endorse your personal identifying information or User Content or any information, materials or ideas exchanged via any Communication Services and you remain solely responsible for all of your personal identifying information, User Content and for all information, materials and ideas you exchange via any Communication Services.  You also understand that User Content posted at or through the Website by others and/or information, materials and ideas exchanged via Communication Services may be offensive or objectionable.  You acknowledge and agree that (i) we are not and cannot be responsible for any User Content or any information, materials or ideas exchanged via Communication Services, (ii) you may be exposed to User Content and other information, materials and ideas that may be offensive or objectionable to you or others, and (iii) you bear all risks associated with exposure to and/or use of any such User Content and other information, materials, and ideas.  Without limiting the generality of the foregoing, we shall have no liability whatsoever for any ideas posted or shared at or through the Website or the Content.

You also acknowledge that any ideas, opinions, advice, statements or other content expressed or made available by third parties, including through any Communication Services, are those of the respective authors or distributors and not of us or any of our members, managers, officers, employees or agents.

We may provide functions that allow you to control who may access your User Content. If you enable features that allow you to share your User Content with others, anyone you've shared your User Content with (including the general public, in certain circumstances) may have access to your User Content.  You grant to us and others with whom you have shared your User Content through the Website, including other Registered Users, a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, modify, create derivative works and distribute your User Content on the Website solely for the purposes of operating, developing, providing and using the Website and/or the Content.

Furthermore, you hereby grant us and our contractors and agents the right to transmit, use and disclose your User Content to the extent necessary in connection with the Website and/or the Content, as otherwise permitted by these Terms, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person.

You represent and warrant that: (a) you have all the rights in your User Content to allow you to use it as contemplated in these Terms and to grant the rights in these Terms; and (b) the storage, use or transmission of your User Content, including any shared ideas, does not violate these Terms or any applicable laws, rules or regulations.

You will: (a) be solely responsible for the nature, quality and accuracy of your User Content and any and all liabilities associated with the use of your User Content; (b) ensure that your User Content complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to your User Content, including any notices sent to you by any person claiming that your User Content violates any person's rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of your User Content, which may include, your use of additional encryption technology to protect your User Content from unauthorized access.

You agree that we will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any of your User Content.

You must immediately notify us in writing of any unauthorized use of: (a) any of your User Content (b) any account; or (c) the Website or the Content that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide us with such cooperation and assistance related to any such unauthorized use as we may reasonably request.

7.    Content Stored in the United States

The Website and the Content are provided from the United States. By accessing and/or using the Website and/or the Content, you understand and consent to the storage and processing of your User Content, Registration Data and any other personal information in the United States. We reserve the right to store and process Registration data and other personal information outside of the United States, and will use commercially reasonable efforts to provide you with at least 30 days’ notice of any such changes in the processing location.

8.    Suspension or Termination of Use of the Website and Content

We reserve the right to temporarily suspend or terminate your access to the Website and/or any Content, including your account, at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind.  Without limiting the generality of the foregoing, we may suspend or terminate your access to or use of the Website and/or the Content, including your account, for: (a) the actual or suspected violation of these Terms; (b) the use of the Website, and/or the Content, including your account, in a manner that may cause us to have legal liability or disrupt others' use of the Website and/or the Content; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages. If, in our determination, the suspension might be indefinite and/or we have elected to terminate your access to the Website and/or the Content, including your account, we will use commercially reasonable efforts to notify you through the Website and/or by email to the email address associated with your account. You acknowledge that if your access to the Website and/or the Content is suspended or terminated, you may no longer have access to your User Content stored at or through the Website.

Following termination or deactivation of your account, or if you remove any of your User Content from the Website and/or your account, we may retain your User Content or copies thereof for a commercially reasonable period of time for backup, archival, or audit purposes.  Furthermore, we and others with whom you have shared your User Content through the Website, including other Registered Users, may retain and continue to use, store, display, re-produce, modify, create derivative works from and distribute your User Content that such other users have stored or shared through the Website and/or your account. 

9.   Users Must Be At Least 13 Years Old

The Website and the Content are not directed to any person under the age of 13 and we do not direct targeted advertising to any person under the age of 13.  Moreover, we do not knowingly collect, use and/or disclose personally identifiable information from any person under the age of 13. If we determine upon collection that a user is under the age of 13, we will not use or maintain his/her Personal Information without the parent/guardian’s consent, in accordance with the United States Online Privacy Protection Act of 1998 and the regulations promulgated thereunder.  If we become aware that we have unknowingly collected personally identifiable information from a child under the age of 13, we will make reasonable efforts to delete such information from our records.

Visitors aged 13 to 17 are encouraged to check with their parents or guardians before entering any information on any website, including our Website, and we encourage families to discuss their household guidelines regarding the online sharing of information. If you are under 18 years of age, we require that you inform a parent or guardian about these Terms and our Privacy Policy and we require that you obtain your parent’s or guardian’s consent before opening an account or purchasing any Licensed Content.   

10.   User Code of Conduct

As a condition of accessing or using the Website and the Content, including registering for an account with us and/or licensing and using any Licensed Content, you agree that you will not:

  • Upload, post, email, transmit, deliver or otherwise make available on or through the Website and/or any Content, including your account with us, any unsolicited advertisements, promotional materials, junk email, bulk email (also known as “spam”), chain letters, surveys or contests, or solicit participation in any pyramid schemes.

  • Upload, post, email, transmit, deliver or otherwise make available on or through the Website and/or any Content, including your account with us, any unlawful (according to local, state, federal, or international law or regulation) postings or any postings which advocate illegal activity.

  • Upload, post, email, transmit, deliver or otherwise make available on or through the Website and/or any Content, including your account with us, or provide links to, any postings containing material that could be considered harmful, obscene, pornographic, indecent, lewd, violent, abusive, profane, insulting, threatening, harassing, hateful or otherwise objectionable.

  • Upload, post, email, transmit, deliver or otherwise make available on or through the Website and/or any Content, including your account with us, or provide links to, any postings containing material that is harmful to any individual, community or nation.

  • Upload, post, email, transmit, deliver or otherwise make available on or through the Website and/or any Content, including your account with us, or provide links to, any postings containing material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age, or disability.

  • Upload, post, email, transmit, deliver or otherwise make available on or through the Website and/or any Content, including your account with us, or provide links to, any postings containing defamatory, false or libelous material.

  • Use the Website and/or any Content, including your account with us, to “stalk” or otherwise harass any other person.

  • Upload, post, email, transmit, deliver or otherwise make available on or through the Website and/or any Content, including your account with us, any posting that infringes or violates any intellectual property or other right of any entity or person, including, without limitation, copyrights, patents, trademarks, laws governing trade secrets, rights to privacy, or publicity.

  • Upload, post, email, transmit, deliver or otherwise make available for sale or sell on or through the Website and/or any Content, including your account with us, any posting to that you do not have a right to make available under law or contractual or fiduciary relationships.

  • Impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, or adopt a false identity if the purpose of doing so is to mislead, deceive, or defraud another.

  • Manipulate identifiers, including by forging headers or employing misleading email addresses or IP addresses, in order to disguise the origin of any posting that you deliver.

  • Deliver any posting containing personal information, such as phone numbers, social security numbers, account numbers, addresses or employer references.

  • Upload, post, email, transmit, deliver or otherwise make available for sale or sell on or through the Website and/or any Content, including your account with us, any stolen goods or any products or services which may not be legally offered for sale and/or sold.

  • Upload, post, email, transmit, deliver or otherwise make available for sale or sell on or through the Website and/or any Content, including your account with us, any materials that infringe a patent, trademark, trade secret, copyright or other intellectual property right of another person or entity or that violate any rights of privacy or publicity, or that defame or libel any person or entity, or offer content that you do not have a right to make available under any law or under contractual or fiduciary relationships (including without limitation any goods purchased or obtained by you without right of resale such as promotional materials or school market-restricted materials.

  • Use the Website and/or any Content, including your account with us, in any manner which could damage, disable, overburden, or impair or otherwise interfere with the use of the Website, or cause damage, disruption or limit the functioning of any software, hardware, or telecommunications equipment.

  • Attempt to gain unauthorized access to the Website, any related website, other accounts, computer system, or networks connected to the Website, through hacking, password mining, or any other means.

  • Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website, including harvesting or otherwise collecting information about others such as email addresses.

  • Use Web-accelerated browsers or products (including but not limited to NetJet, NetSonic, MSIECrawler and Teleport-Pro), or other applications that are capable of copying large portions of content from the Website.  We may detect the use of these systems through live log file analysis and will ban any future use by offenders.

  • Use robots, crawlers, spiders, data mining tools or other automated means to download data from the Website, excepting only internet search engines (e.g. Google or Yahoo!) and non-commercial public archives (e.g., www,archive.org) that comply with our robot.txt file or are “well-behaved” web services/RSS/Atom clients, as we determine to be appropriate from time to time in our discretion.

  • Use any device, software or routine or the like to interfere or attempt to interfere with any Website functionality.

  • Take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure, including by engaging in “flooding attacks.”

  • Use any email addresses appearing on the Website for purposes not relating specifically to the Website.

  • Access the Website and/or any Content, including your account with us, by any means other than through the interface that is provided by us, or attempt or access any area of the Website to which your access is not authorized.

  • Reverse engineer, reverse assemble or otherwise attempt to discover any source code relating the Website and/or any Content, including your account with us, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

11.  Links to Third Party Sites

The Website and/or the Content may contain links to websites, applications, special offers or other services, events or activities offered or operated by third-parties, including, without limitation, the sites of our clients, partners, advertisers, sponsors or others (the “Linked Sites”).  We do not endorse or assume any responsibility for any Linked Sites and we are not responsible for the content of any Linked Sites or any websites framed within the Website, or third-party advertisements on the Website, and we do not make any representations regarding their content or accuracy. Any transaction that you conduct at a third-party website will be between you and the party providing that website. This means that we are not your agent and are not a party to any transaction at a Linked Site. If you choose to access any third-party site (including any Linked Site), you do so at your own risk, and your use of that site is subject to its own terms of use and privacy policy, which you should review. The presence of a link to a third-party site (including any Linked Site) does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the site.

12.   Accuracy and Availability of Information

Facts and information at the Website are believed to be accurate at the time they were placed on the Website. Changes may be made at any time without prior notice. All data provided on the Website is to be used for information purposes only. The information contained on the Website and pages within, is not intended to provide specific legal, financial or tax advice, or any other advice, whatsoever, for any individual or company and should not be relied upon in that regard. The Content available on the Website is only offered in jurisdictions where they may be legally offered. Information provided in the Website is not all-inclusive, and is limited to information that is made available to us and such information should not be relied upon as all-inclusive or accurate.

13.   No Legal, Tax or Financial Advice

We are not a law firm and are not permitted to engage in the practice of law.  Moreover, we are not an accounting firm or financial or tax advisor.  As a consequence, we cannot provide legal, tax or financial advice and our employees cannot act and are not acting in any manner as your attorney, accountant or financial advisor.  No communication with us is privileged.  We are prohibited from providing any kind of advice, explanation, opinion, or recommendation to you about possible legal, tax, or financial rights, remedies, defenses, options or implications. The information, content and materials available at or through the Website and/or any Content are for general informational purposes only, and is not and should not be construed as legal, tax or financial advice on any subject matter.

You should not act or refrain from acting on the basis of any information, content or materials included in the Website and/or any Content without seeking appropriate advice on your particular facts and circumstances from professional advisors in your state. We expressly disclaim all liability in respect to actions taken or not taken based on any or all the information, contents or materials available at or through the Website and/or any Content.

14.   Software and Downloads Available Through the Website

Any software that is made available to access, use, view and/or download in connection with the Website and/or any Content (“Software”), including applications, podcasts, audio streaming, or video streaming, is owned or controlled by us, one or more companies commonly owned by or with us, and/or their licensors and suppliers, and is protected by copyright laws and international treaty provisions. Your use of the Software is limited to private, non-commercial use and is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software. We accept no responsibility or liability in connection with any Software owned or controlled by third parties

15.   Copyright Policy

We respect the intellectual property rights of others, and we ask that you do the same. It is our policy to disable access to or remove material that we believe in good faith to be infringing on a copyrighted work. We will also disable and/or terminate access to users who we believe are infringing copyrighted works. Our Copyright Policy has been developed in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws, and is available by clicking here. By accessing or using the Website or any Content, including registering for an account, you accept and agree to be bound by our Copyright Policy, which is by this reference expressly incorporated into these Terms.

16.   Privacy Policy

We have developed a Privacy Policy in order to inform you of our practices with respect to the collection, use, disclosure and protection of personal information, including Registration Data. Our Privacy Policy is available by clicking here. By accessing or using the Website or any Content, including registering for an account, you accept and agree to be bound by our Privacy Policy, which is by this reference expressly incorporated into these Terms.

17.   LIMITATION OF DAMAGES AND LIABILITY 

IN NO EVENT SHALL WE OR ANY COMPANY COMMONLY OWNED BY OR WITH US OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO (i) loss of goodwill, business, revenue, profits, use, data, business opportunity, or other economic advantage; (ii) your inability to use, unauthorized use of, performance or non-performance of the Website and/or any Content, including your account; (iii) unauthorized access to or tampering with your personal information (including any Registration Data) or transmissions (including through any Communication Services); (iv) the provision or failure to provide any service; (v) errors or inaccuracies contained on or available through the Website and/or any Content; (vi) any transactions entered into through the Website and/or any Content, including your account with us, (vii) any property damage including damage to your device or computer system caused by viruses or other harmful components, during or on account of access to or use of the Website and/or any Content, including your account, or any site to which it provides hyperlinks (including any Linked Sites); or (viii) damages otherwise arising out of the use of the Website and/or any Content, including your account.

THESE LIMITATIONS SHALL APPLY REGARDLESS OF HOW ANY ALLEGED DAMAGES ARISE, WHETHER IN AN ACTION IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORTIOUS ACTION, OR ARISING OUT OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE WEBSITE AND/OR ANY CONTENT OR MATERIALS AVAILABLE FROM OR THROUGH THE WEBSITE AND/OR ANT CONTENT, INCLUDING YOUR ACCOUNT, EVEN IF WE OR ANY COMPANY COMMONLY OWNED BY OR WITH US OR OUR AGENTS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF THIS LIMITATION OF LIABILITY, OR THE EXCLUSION OF REPRESENTATIONS AND WARRANTIES BELOW, IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE MAXIMUM LIABILITY OF US AND/OR ANY COMPANY COMMONLY OWNED BY OR WITH US AND/OR ANY OF OUR AGENTS FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $250.00.  THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

YOU HEREBY ACKNOWLEDGE THAT YOU UNDERSTAND THAT BY ACCESSING AND USING THE WEBSITE AND/OR ANY CONTENT, INCLUDING YOUR ACCOUNT, AND BY AGREEING TO THESE TERMS, YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. IF YOU ARE A CALIFORNIA RESIDENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, §1542 OF THE CIVIL CODE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." FURTHERMORE, IF YOU ARE A RESIDENT OF ANOTHER STATE OR JURISDICTION, YOU AGREE TO WAIVE IN ADVANCE ANY SIMILAR LAWS OF SUCH OTHER STATE OR JURISDICTION.

18.   DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR USE OF, AND RELIANCE ON, ANY INFORMATION OBTAINED FROM OR THROUGH THE WEBSITE AND/OR ANY CONTENT, INCLUDING YOUR ACCOUNT, IS AT YOUR OWN RISK.  THE WEBSITE, ALL CONTENT (INCLUDING ANY LICENSED CONTENT AND ANY USER CONTENT), SOFTWARE, PRODUCTS, SERVICES, IDEAS, INFORMATION, TEXT AND RELATED GRAPHICS, AND OTHER MATERIALS CONTAINED WITHIN OR AVAILABLE THROUGH OR FOUND AT THE WEBSITE AND/OR IN ANY CONTENT, ARE PROVIDED ON AN "AS IS", “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND BY US OR ANY COMPANY COMMONLY OWNED BY OR WITH US OR OUR AGENTS.  WE AND ANY COMPANY COMMONLY OWNED BY OR WITH US AND OUR AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, THE CONTENT (INCLUDING ANY LICENSED CONTENT AND USER CONTENT) OR MATERIALS INCLUDED ON THE WEBSITE AND/OR THE CONTENT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND ANY COMPANY COMMONLY OWNED BY OR WITH US AND OUR AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD-PARTIES. WE AND ANY COMPANY COMMONLY OWNED BY OR WITH US AND OUR AGENTS MAKE NO REPRESENTATION OR WARRANTY THAT THE WEBSITE AND/OR ANY CONTENT, INCLUDING YOUR ACCOUNT, WILL BE AVAILABLE OR ACCESSIBLE AT ANY PARTICULAR TIME OR WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, ITS SERVER AND/OR THE CONTENT WILL BE FREE OF VIRSUES AND/OR OTHER HARMFUL COMPONENTS.  WE AND ANY COMPANY COMMONLY OWNED BY OR WITH US AND OUR AGENTS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY MATERIAL OF ANY KIND CONTAINED WITHIN OR AVAILABLE THROUGH THE WEBSITE AND/OR ANY CONTENT, INCLUDING YOUR ACCOUNT, FOR ANY PURPOSE, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHIC CONTENT.  WE AND ANY COMPANY COMMONLY OWNED BY OR WITH US AND OUR AGENTS ARE NOT RESPONSIBLE FOR ANY FAILURES CAUSED BY SERVER ERRORS, MISDIRECTED OR REDIRECTED TRANSMISSIONS, FAILED INTERNET CONNECTIONS, INTERRUPTIONS IN TRANSMISSIONS OR RECEIPTS OF ANY INTERACTIVE SERVICES, OR ANY COMPUTER VIRUS OR OTHER TECHNICAL DEFECT, WHETHER HUMAN OR TECHNICAL IN NATURE.

19.   Indemnification. 

You agree to indemnify, defend and hold harmless us and any company commonly owned by or with us and our respective shareholders, members, managers, officers, directors, employees, agents, and licensors from and against any and all claims, causes of action, demands, liabilities, damages, losses, expenses (including reasonable attorneys' fees and costs) and assessments (including tax assessments) arising out of or in any way related to: (a) your access to or use of the Website and/or any Content, including your account; (b) any product, content (including any User Content), ideas, information, materials or services available at or through the Website and/or any Content, including any Licensed Content; (c) your breach or purported or threatened breach of any provision of these Terms, our Copyright Policy, our Privacy Policy, the License Agreement (if applicable), or any warranty you provide herein, or (d) your violation or purported or threatened violation of any applicable laws, rules, regulations or rights. You agree to cooperate fully with us and any company commonly owned by or with us and our agents in asserting any available defenses in connection with a claim subject to indemnification by you under these Terms.  

20.   Miscellaneous Provisions

     A.   Our Property and Rights.  The Website and all Content, including images, illustrations, graphics, video material, audio material, software, logos, titles, characters, names, graphics and button icons on the Website (collectively “Our Intellectual Property”), are protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. Our Intellectual Property is owned or controlled by us or by other parties that have provided rights thereto to us.

You may not, and agree that you will not, reproduce, download, license, publish, enter into a database, display, modify, create derivative works from, transmit, post, distribute or perform publicly by any means, method, or process now known or later developed, de-compile, reverse engineer, disassemble, use on another computer-related environment, transfer or sell any of Our Intellectual Property, in whole or in part, without our express written permission or as otherwise permitted in these Terms or in the Content License Agreement (if applicable). 

Other trademarks, service marks, product names and company names or logos appearing on the Website and/or any Content that are not owned by us may not be used without express permission from their owners. Additionally, unless otherwise restricted or prohibited by us or in these Terms, websites may link, by hyperlink or otherwise, to the Website homepage and any page beyond the homepage of the Website, and/or frame the Website, or any web page or material herein, and may include a link to any aspect of the Website in an email for commercial purposes.

     B.  Governing Law.  By accessing or using the Website and/or any Content, you expressly agree that your rights and obligations under these Terms shall be governed by and interpreted in accordance with the laws of the State of Georgia USA, excluding its choice of law rules.  Any legal action or proceeding relating to your access to or use of or any other matter relating to these Terms or your access to or use of the Website and/or any Content, including your account, shall be instituted in the State Courts located in Fulton County, GA or the United States District Courts for the Northern District of Georgia USA.  We and you agree exclusively and irrevocably to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal proceeding or action.  These Terms expressly exclude and disclaim the U.N. Convention on Contracts for the International Sale of Goods, which shall not apply to any transaction conducted through or otherwise involving the Website and/or the Content. 

     C.   Consent to Electronic Notices and Other Communication.  You agree that all of your transactions with us relating to these Terms, the Website and/or any Content, including your account, may, at our option, be conducted electronically, including any that we are otherwise required to provide in "writing".  If you do not wish to deal with us electronically, you should not access or use the Website and/or any Content or register for an account. If applicable law now or later requires us to communicate with you non-electronically, we reserve the right to charge a fee for doing so. Notice will be deemed given 24 hours after the email is sent, unless (for email) we are notified that the email address is invalid. 

     D.   Print a Copy for Your Records.  You agree to print or make an electronic copy of these Terms (and any amendments from time to time) and retain it in your records. You also agree to make a copy of any other information that we deliver to you in writing.

     E.   Assignment.  You agree not to assign your rights under these Terms without the written consent of our authorized representative in a non-electronic record, and any assignment without such consent will be voidable at our option. These Terms will inure to the benefit of and bind the parties' respective successors and permitted assigns.  We may assign these Terms and/or our rights hereunder to any successor to us or purchaser of substantially all of our assets.

     F. Entire Agreement; Severability; No Waiver.  These Terms (including the Copyright Policy, the Privacy Policy, the License Agreement (if applicable), and all other documents incorporated by reference) are the entire agreement between the parties in regard to its subject matter and supersede all prior and contemporaneous communications between the parties. No provision in these Terms shall be deemed waived by us except in a signed, non-electronic writing signed by our authorized representative.

     G.  Severability; No Partnership or Joint Venture.  If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that its remaining provisions will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that no joint venture, partnership, employment or agency relationship exists between you and us and/or any company commonly owned by or with us as a result of these Terms or your access to or use of the Website and/or any Content.  

     H.   Headings.  Headings contained in these Terms have been included for convenience only and in no way define, limit, or extent the scope of these Terms or the intent of any provisions hereof.

End of Terms and Conditions of Use