1. Registration for Website Membership.
This Agreement shall remain in full force and effect while you are a User of the Website. There are portions of the Website that we make available to Users in the general public without registering and you may visit and browse those portions without obligation; provided, however, we reserve the right to make changes, limit or restrict those portions at any time and from time to time in our discretion, without notice to you.
You may, at your option, upload an avatar into your Website account. The avatar may be may be your true likeness or any other image for which you possess the necessary intellectual property ownership rights to display in this manner. If you choose to upload an avatar image, Company may from time to time display your avatar on publicly viewable portions of the Website and label the avatar with your first name, first initial of last name (as supplied at registration) and account statistics. Your avatar may be overlaid on a map of the United States that shows your approximate registered location. Umongous will not share your avatar with Umongous clients or associate it with any of your survey answers. Should you decline to upload an avatar, Umongous may display a stock avatar image along with your first name, first initial of last name and Website account statistics.
You are solely responsible for the activity that occurs with your User ID and you must keep your account password secure. You are entirely responsible for maintaining the confidentiality of your password. Your User ID is personal to you and you may not allow any others to use your User ID under any circumstances. You may never use another User's Website account without permission. We are not liable for any harm caused or related to the theft or misappropriation or disclosure of all or any portion of your User ID, disclosure or your authorization of anyone else to use your User ID. You agree to immediately notify Umongous if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your User ID or any other need to deactivate your User ID due to security concerns. Although the Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Umongous or others due to such unauthorized use.
The Company may modify this Agreement from time to time at our sole discretion and such modification shall be effective upon posting notices of changes on the Website and sending you e-mail about these changes. Once we post them on the Website and notify you, these changes become effective immediately and if you use the Website after they become effective it will signify your agreement to be bound by the changes. You should check back frequently and review the terms and conditions of this Agreement regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us. We reserve the right to change, modify, withdraw, suspend or even permanently discontinue all or any portions of the Website at any time, without any liability or obligation to you, upon providing reasonable notice.
3. Ownership and Proprietary Rights
The Website, except all User Submissions (as defined below), including without limitation, all content, media and materials, all software, code, design, text, scripts, messages, images, photographs, illustrations, audio and video material, media files, artwork, graphic material, articles, databases, proprietary information, writings, spoken statements, music, video recordings, audio-visual works and recordings, slides, works of authorship, animated and/or motion pictures, interactive features, caricatures, likenesses, profiles, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, or other materials, tangible or intangible, and all copyrightable or otherwise legally protectable elements of the Website, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all derivative works, translations, adaptations or variations of same, regardless of the medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in colors, alone or in conjunction with other work, characters, real or imaginary, in any part of the world (all of the foregoing, individually and/or collectively, is referred to herein as "Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed by Umongous and/or its affiliates, licensors, suppliers, service providers, promotional partners and/or sponsors, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Our Content is legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. Unless the context clearly requires otherwise or we explicitly say so in writing, the term "Website" includes "Content" as well. Content on the Site is provided to you AS IS for your personal use only. The Website may also contain Content of Users and other Company licensors. You must not alter, delete or conceal any copyright or other notices contained on Website including notices on any Content you download, transmit, display, print or reproduce from Website. Umongous reserves all rights not expressly granted in and to the Website and the Content. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website or the Content therein. Any unauthorized or prohibited use of any Content, including use in contravention of this Agreement, may subject you to civil liability, criminal prosecution, or both.
By displaying or publishing any Content, or any other materials on or through Website, you hereby grant to the Company a non-exclusive, fully-paid and royalty-free, worldwide license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, adapt, translate, store, reproduce, transmit, and distribute such Content as the Company sees fit. You represent and warrant that:
(i) you own the Content submitted by you on or through the Website or otherwise have the right to grant the
license set forth in this section, and
(ii) the posting of your Content on or through the Website does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content submitted by you to or through the Website.
We have the right to delete any Content for any reason or no reason, including but not limited to service cancellation or violation of this Agreement.
Notwithstanding the foregoing, Company grants the operators of public search engines permission to use spiders to copy public facing materials from the site for the sole purpose of creating publicly available searchable indices of the materials. You agree not to collect or harvest any PII (as defined below), including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes.
As an express condition of your use of the Website, you warrant to Company that you will not use the Website for any unlawful purpose or purpose prohibited by this Agreement. If you violate any part of this Agreement, your permission to use the Website automatically terminates and you must immediately destroy any copies you have made of any of the Content. Umongous makes no representation that any Content on the Website is legal or appropriate for use outside of the United States or that it is authorized for export from the United States or for import into any other country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction inside and outside of the United States from which you may access Website.
On notice, we will act expeditiously to remove content on the Website that infringes the copyright rights of others and will disable the access to the Website and its services of anyone who uses them repeatedly to infringe the intellectual property rights of others. Specific procedures to notify us about copyright infringement can be found in this Agreement which describes our Notice and Procedure for Making Claims of Copyright Infringement.
4. Web Communities, Forums and User Submissions.
The Website may contain forum services, web communities and other message and communication facilities ("Communities") that may provide you and other Users an opportunity to submit, upload, post, display, transmit and/or exchange information, ideas, opinions, information, files, messages, transmissions and Content with other users and/or with us and these are referred to in this Agreement as a "Post" or "Posting", and are collectively ("User Submissions"). The Company reserves the right at all times, but does not have the obligation to refuse to post or to remove any Posting made onto or via the Website, in whole or part, that the Company deems inappropriate for any reason. The Company may also delete any Post that in the sole judgment of the Company violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threatens the safety of any person.
The Company assumes no responsibility for monitoring the Website for inappropriate Content or conduct. If at any time Company chooses, in its sole discretion, to monitor Website, the Company nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. Company is not responsible for mediating any disputes (occurring online or offline) which may arise between Users as a result of, or in the course of Posts to the Website and/or utilizing the Website. Intra-User Communities are public and not private and you should assume your Postings to the Website forums will be read by others, with or without your knowledge or permission. Your use of the Communities is at your own risk and you should not disclose or make available your personal information in any Community.
We do not endorse and have no control over the User Submissions. You understand that when using the Website and/or the Communities therein, you may be exposed to publicly posted User Submissions 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 Submissions. You use the Communities solely at your own risk; you are solely responsible for the Content that you post on or through any of Website, and any material or information that you transmit to other Members and for your interactions with other Users. You further understand and acknowledge that you may be exposed to User Submissions that are 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 harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.
You understand, acknowledge and agree that Postings originating from any User are the sole responsibility of that individual User. This means that you, and not Umongous, are entirely responsible for the consequences of all your Postings on the Communities on the Website. Postings do not reflect the views of the Company. If a Posting originates from you or your User ID, you hereby agree that:
(c) your Posting will not contain libelous, tortious, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive information or imagery nor does it encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law or otherwise unlawful or inappropriate information, infringe or violate any 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 Company all of the license rights granted herein,
(d) you have the written consent, release, and/or permission of each and every identifiable individual person in the Public User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions, and
(e) you will not post advertisements or solicitations of business on the Website.
5. Notice and Procedure for Making Claims of Copyright Infringement.
If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by our Copyright Agent: Daniel A. Pepper, Esq., Pepper Law Group, Inc., 72 West End Avenue, Somerville, New Jersey 08876; Telephone Number: 908.698.0330; Facsimile Number: 908.248.9220; E-mail Address: email@example.com with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) 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;
(c) 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;
(d) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(e) 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
(f) 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.
6. Rules of Conduct.
The Company reserves the right to restrict the number of emails which a member of the Website may send to other Users in any 24-hour period. If you breach this Agreement by sending unsolicited bulk email, instant messages or other unsolicited communications of any kind through Website, you acknowledge that you will have caused substantial harm to the Company, but that the amount of such harm would be extremely difficult to ascertain. You also agree not to interfere with, disrupt, or create an undue burden on the Website.
7. Promotions and Sweepstakes.
8. Hyperlinks to Third Party Websites.
9. Termination of Website Membership.
You may cancel your Website membership at anytime by directing your request to firstname.lastname@example.org. We will promptly cancel your account, delete your information from our database and send you a confirmation email.
10. Disclaimer and Limitation of Liability.
The Website's features, functions, content, products and capabilities are made available on an "as is" and "as available" basis, without any representation or warranty of any kind, express or implied, including, but not limited to, all warranties of merchantability, of fitness for a particular purpose, title and non-infringement. In addition, the Company makes and provides no guaranty or assurance the Website will operate without interruption or that all services, features, functions, content or operations will be available or perform as described or at any particular time or times. Without limiting the foregoing, the Company is not responsible or liable for 1) malicious code, delays, inaccuracies, errors, omissions, mistakes or omissions arising out of your use of the Website 2) any unauthorized access to or use of our secure servers and/or any and all PII and stored therein 3) any interruption or cessation of transmission to or from our Website, (4) any bugs, viruses, trojan horses, or the like which may be transmitted to or through our site by any third party; or 5) the defamatory, offensive, infringing, breaching, fraudulent, or illegal conduct of other users or third parties. You acknowledge and agree that you are assuming the entire risk of using the Website.
You understand and agree that, to the fullest extent permissible by law, neither the Company, its affiliates, or its or their respective successors and assigns, nor any of its or their respective officers, directors, employees, agents, licensors, representatives, service providers, advertisers, or suppliers, shall be liable for any loss or damage, of any kind, direct or indirect, in connection with or arising from use of the Website or related to this agreement, including, but not limited to, compensatory, consequential, incidental, indirect, special or punitive damages, regardless of the form of action or the basis of the claim and even if advised of the possibility of such damages.
Notwithstanding any claim that a sole or exclusive remedy which is provided in this Agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have the Company, upon written notice from you, attempt to repair, correct or replace any services under this Agreement and, if repair is not reasonably commercially practicable, to refund any monies actually paid by you for the services involved and to terminate and discontinue your use of the Website. You further understand and acknowledge the capacity of the Website, in the aggregate and for each user, is limited and some messages and transmissions may not be processed in a timely fashion or at all, and some services, features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that the Company assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions or for any failure or delay associated with any transactions and you are hereby expressly advised not to rely upon the timeliness or performance of the Website for any transactions. Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in this Agreement may not apply to you.
The Website is controlled and offered by the Company from its facilities in the United States of America.
The Company reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with the Company in the defense of any such claim, action, settlement or compromise negotiations, as requested by Company.
12. Miscellaneous Terms.
This Agreement cannot be modified, changed or terminated, except as specifically described in Section 2. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and this Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive termination of this Agreement; provided, however, no action arising out of this Agreement or your use of Website, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).
This Agreement and your use of the Website shall be governed by, construed and enforced in accordance with the substantive laws of the State of New Jersey applicable to contracts made, executed and wholly performed in that State, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of New Jersey and County of Atlantic and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise; provided, however, that notwithstanding the foregoing, you agree that Umongous has the right to commence and prosecute an action against you in connection with this Agreement, in your home jurisdiction. To the extent it may be applicable, you agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act.
In any action or proceeding commenced to enforce any right or obligation of the parties under this agreement, your use of the Website or with respect to the subject matter hereof, you hereby waive any right you may now have or hereafter possess to a trial by jury. You and the Company agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Copyright ©2012 UMONGOUS, Inc. - All Rights Reserved.
I have read this agreement and agree to all of the provisions contained above.