Posted July 4th, 2007 by LEXpertise
BY USING THE SITES, PRODUCTS OR SERVICES AVAILABLE AT HTTP://LEXPERTISE.COM AND HTTP://LEXPERTISE.NET, YOU SIGNIFY YOUR ASSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE PRIVACY NOTICE, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, THEN DO NOT USE SUCH SITES, PRODUCTS OR SERVICES.
1. Description of Service, Acceptance of Terms, Modification
This is a legal contract between you and LEXpertise Inc. (â€œthe Companyâ€) that governs your use of the services available at http://lexpertise.com and http://lexpertise.net (the â€œSiteâ€) including, without limitation, services for accessing and sharing content, information, and other materials or services on the Site (the â€œServiceâ€). The Site shall be deemed to include all associated sites linked to mediatnetcast.com by the Company, its subsidiaries and affiliates. This document, together with all updates, additional terms, software licenses and all of the Companyâ€™s rules and policies, collectively constitute the â€œAgreementâ€ between you and the Company.
The Company reserves the right, at its discretion, to change, modify, add or remove terms of this Agreement periodically. Such modifications shall be effective immediately upon posting of the modified terms to the Site. Your continued use of the Site following the posting of changes to this Agreement will mean that you accept those changes.
The Company may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
Also, the Company may offer other services from time to time that are governed by different terms of service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new the Company properties, shall be subject to this Agreement.
3. Site Content
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, Models, and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel," and arrangement of such Content, contained on the Site is owned, controlled, or licensed by or to the Company, and is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights and unfair competition laws.
4. License and Site Access
The Company grants you a limited license to access and make personal use of the Site and the Service. You agree not to download (other than page caching) or modify the Site, or any portion of it, except with express written consent of the Company. This license does not include any resale or commercial use of the Site, the Service, or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Site, Service, or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Company.
You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Company and our affiliates without express written consent. You may not use any meta tags or any other â€œhidden textâ€ utilizing the Companyâ€™s name or trademarks without the express written consent of the Company. Any unauthorized use terminates the permission or license granted by the Company. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the homepage of the Company so long as the link does not portray the Company, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any the Company logo or other proprietary graphic or trademark as part of the link without express written permission.
Notwithstanding anything to the contrary contained in this Agreement, the Company reserves the right to do any of the following, at any time, without notice:
1. To modify, suspend, or terminate operation of or access to the Site, or any portion of the Site, for any reason.
2. To modify or change the Site, or any portion of the Site, and any applicable policies or terms.
To interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
5. Account, Password, Security
You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (i) immediately notify the Company of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
You agree to not use or export or re-export the Content, or any copy or adaptation of such Content, or any product or service offered on the Site in violation of any applicable laws or regulations, including without limitation United States export laws and regulations. You are responsible for adhering to all relevant local and national laws wherever you are.
7. User Content
The Site may now or in the future permit the submission of text, audio, videos or other content ("User Content") submitted by you and other users (â€œUsersâ€) and the hosting, sharing, broadcasting and/or publishing of such User Content. You understand that whether or not such User Content is broadcast or published, the Company does not guarantee any confidentiality with respect to any submissions.
For clarity, you retain all of your ownership rights in your User Content. However, by submitting the User Content to the Company, you hereby grant the Company a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Site and the Company's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels.
In connection with User Content, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant the Company all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage the Company or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business except as expressly permitted by the Company in writing: (v) impersonate another person.
The Company does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and the Company expressly disclaims any and all liability in connection with User Content. You understand that when using the Site, you will be exposed to User Content from a variety of sources, and that the Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Company with respect thereto, and agree to indemnify and hold the Company, its affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
You may not use any "deep-link", "page-scrape", "robot", "spider", or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site. The Company reserves the right to bar any such activity.
You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any the Company server, or to any of the services offered on or through the Site, by hacking, password "mining," or any other illegitimate means.
You may not probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, or any other customer of the Company, including any the Company account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.
You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or the Company's systems or networks, or any systems or networks connected to the Site or to the Company.
You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person's use of the Site.
You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to the Company on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
You may not use the Service to: (a) interfere with, manipulate, or take any actions that may undermine the integrity of any rating system used on the Service; (b)interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or (c) collect or store personal data about other users.
You may not use the Site or any Content for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of the Company or others.
Without limiting other remedies, the Company and its affiliates may immediately remove your materials, links, and postings, warn users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide the Service to you if: (i) you breach this Agreement or the documents it incorporates by reference; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that your actions may cause financial loss or legal liability for you, us or our users.
9. Use & Storage
You acknowledge that the Company may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that uploaded User Content will be retained by the Service, the maximum bandwidth or throughput required for broadcasting on the Service, the maximum size of any User Content that may be sent from or received by a user on the Service, the maximum disk space that will be allotted on the Company's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that the Company has no responsibility or liability for the deletion or failure to store any User Content maintained or transmitted by the Service. You acknowledge that the Company reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that the Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
10. Violation of Terms; Termination
the Company may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact, or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) the Company's rights or property, or the rights or property of visitors to or users of the Site, including the Company's customers. The Company reserves the right at all times to disclose any information that the Company deems necessary to comply with any applicable law, regulation, legal process, or governmental request. The Company also may disclose your information when the Company determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that the Company may preserve any transmittal or communication by you with the Company through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or the Company determines that such preservation or disclosure is reasonably necessary to:
1. Comply with legal process.
2. Enforce this Agreement.
3. Respond to claims that any such data violates the rights of others.
4. Protect the rights, property, or personal safety of the Company, its employees, users of or visitors to the Site, and the public.
You agree that the Company may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated this Agreement or other agreements or guidelines which may be associated with your use of the Site.
You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice, and will cause irreparable harm to the Company, for which monetary damages would be inadequate, and you consent to the Company obtaining any injunctive or equitable relief that the Company deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies the Company may have at law or in equity.
You agree that the Company may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to):
1. Requests by law enforcement or other government agencies.
2. A request by you (self-initiated account deletions).
3. Discontinuance or material modification of the Site or any service offered on or through the Site.
4. Unexpected technical issues or problems.
If the Company does take any legal action against you as a result of your violation of this Agreement, the Company will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to the Company. You agree that the Company will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of this Agreement.
You have the right to terminate this Agreement on by sending an email to firstname.lastname@example.org. The Company has the right to terminate this Agreement at any time for any reason upon notice via email to you.
Sections 3, 12, 13, 14, 15, 16, and 19 of this Agreement shall remain in full force and effect following the termination of this Agreement. The termination of this Agreement shall not relieve you or the Company of your respective obligations to make any payments with respect to the sale or other use of User Content in the periods prior to such termination in accordance with this Agreement.
11. Third-Party Content, Links
The Company is not responsible for any third-party content, applications, services, advertisements, and/or links that may be contained in the Site or the Service. Any correspondence, business dealings with, or participation in promotions of third parties found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties.
The Company has no control over third-party Sites or resources, and as such, you acknowledge and agree that the Company is not responsible for their availability, reliability, or functionality, and does not endorse and is not responsible or liable for any third-party content, applications, services, advertising, products, or other materials on or available from such Sites or resources.
The Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between you and any third parties, or as the result of the presence of such third-party content on the Site or as a result of the failure of such third-party services, applications, or content to function as intended.
12. Representations & Warranties
You represent and warrant that you have the full authority to act on behalf of any and all owners of any right, title and interest in and to any User Content you post, submit or transfer.
You represent and warrant that you are at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and have full authority to enter into this Agreement and to fully perform your obligations hereunder and have obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform your obligations herein. In any case, you affirm that you are over the age of 13, as the Site is not intended for children under 13. If you are under 13 years of age, then please do not use the Site.
You represent and warrant that you shall not act in any manner which conflicts or interferes with any existing commitment or obligation of yours, and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement.
You represent and warrant that you shall perform in compliance with any applicable laws, rules and regulations of any governmental authority.
You represent and warrant that you will not use the Service to upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment.
YOUR USE OF THE SITE OR ANY SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The Company MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
The above disclaimer applies to any damages, liability, or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence, or any other cause of action.
14. Limited Liability
IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR ANY SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ORNOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
If, notwithstanding the other provisions of this Agreement, the Company is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Service, the Company's liability shall in no event exceed the lesser of (1) the total of any subscription or similar fees with respect to any service or feature of or on the Site paid in the twelve months prior to the date of the initial claim made against the Company or (2) Ten Dollars (US$10.00). Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
You hereby indemnify and hold harmless, and upon the Companyâ€™s request, defend, the Company its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneysâ€™ fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) your use of and access to the Site; (ii) a breach of any warranty, representation, covenant or obligation of yours under this Agreement; (iii) any allegation that any User Content provided or authorized by or on behalf of you hereunder or the Companyâ€™s use thereof violates or infringes the rights of another party; or (iv) any claim that your User Content cause damage to a third party. You will reimburse the Company and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 15, provided that the Company obtains your written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned. The Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon the Companyâ€™s request. The Company shall have the right, at its expense, to participate in the defense thereof under your direction.
16. Applicable Law
You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Suffolk County, Massachusetts, and waive any objection to such jurisdiction or venue.
The Company administers and operates the Site from its location within the United States of America; other the Company sites may be administered and operated from various locations in or outside the United States. Although the Site is accessible worldwide, not all features, products, or services discussed, referenced, provided, or offered through or on the Site are available to all persons or in all geographic locations, or are appropriate or available for use outside the United States.
The Company reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
18. Copyright Infringement
The Company does not permit copyright infringing activities and infringement of intellectual property rights on its Site, and the Company will remove all Content and User Content if properly notified that such Content or User Content infringes on another's intellectual property rights. The Company reserves the right to remove Content and User Content without prior notice.
In particular, if you are a copyright owner or an agent thereof and believe that any User Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury,
that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The Company's designated Copyright Agent to receive notifications of claimed infringement is: Roger P. Glovsky, LEXpertise Inc., 5 Tricorne Road, Lexington, MA 02421, email: email@example.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to the Company customer service through http://www.lexpertise.com/support/. You acknowledge that if you fail to comply with all of the requirements of this Section 18, your DMCA notice may not be valid.
The Company's failure to insist on or enforce strict performance of this Agreement shall not be construed as a waiver by the Company of any provision or any right it has to enforce this Agreement, nor shall any course of conduct between the Company and you or any other party be deemed to modify any provision of this Agreement.
If any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of this Agreement, so that this Agreement shall remain in full force and effect.
This Agreement constitutes the entire agreement between you and the Company with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and the Company with respect to such use are hereby superseded and cancelled.
The Company will not accept any counter-offers to this Agreement, and all such offers are hereby categorically rejected. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.