aSuggestion LLC ("aSuggestion", "we", "our" or "us") operates aSuggestion®, a place where people can share their opinions, follow organizations of interest, and work to improve the institutions they hold dear. aSuggestion fosters an open dialogue to enhance the day to day interactions of individuals across work, religious and social environments in a comfortable, secure, and non-threatening way. It is our hope that the utilization of this service will help people to share concerns they might have otherwise kept to themselves in the spirit of social and occupational improvement.
The services offered by aSuggestion include (i) those offered on any aSuggestion URL, including aSuggestion.com or aSuggestion.net (the “aSuggestion Website”), (ii) aSuggestion messaging services (including, without limitation, email, direct messaging, private messaging, blogging and/or similar styles of communication), (iii) aSuggestion developer services, (iv) aSuggestion mobile services, (v) aSuggestion advertising services, and (vii) any other features, content, or applications offered or operated from time to time by aSuggestion in connection with aSuggestion’s business, including when aSuggestion is accessed via the internet, mobile device, or other wirelessly enabled device (collectively, “aSuggestion Services”). The aSuggestion Services are hosted in the United States. As part of your use of the aSuggestion Services, you consent to the transfer of your personal data to the United States. If you do not agree to this international transfer of data, then you must refrain from using the aSuggestion Services.
This Agreement constitutes legally binding terms and applies to such use of the aSuggestion Services regardless of the type of device used to access them ("Device"). By accessing and/or using any of the aSuggestion Services, you agree to be bound by this Agreement whether you are a "Visitor" (which means that you simply browse the aSuggestion Services, including, without limitation, through a mobile or other wireless Device, or otherwise use the aSuggestion Services without being registered) or you are a "Member" (which means that you have registered with aSuggestion). The term "User" refers to a Visitor or a Member. You are authorized to use the aSuggestion Services (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws, rules and regulations ("Applicable Law") and the terms of this Agreement. In addition, in consideration for becoming a Member and/or making use of the aSuggestion Services, you must indicate your acceptance of this Agreement during the registration process. Thereafter, you may create your user account (your "Account"), and its associated profile(s) (each a "Profile") in accordance with the terms herein.
Your continued use of the aSuggestion Services constitutes your agreement to be bound by and your acceptance of the terms and conditions posted at such time, and will be a new agreement between us applicable to such new use or transaction. It is therefore important that you review this Agreement (and any applicable Additional Terms) regularly. If you do not agree to be bound by this Agreement (or any applicable Other Terms or Additional Terms) and to abide by all Applicable Law (defined below), you are not authorized to use the applicable aSuggestion Services and should discontinue use.
INFORMATION OR COMPLAINTS CONTACT DETAILS
You agree that we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the aSuggestion Website, via your registered email address, or in another reasonable manner.
If you would like to contact us for any further information or to make a complaint, please contact us at [email protected]
SUMMARY OF KEY TERMS
It's important that you read this entire Agreement; but, here are some of the more significant terms that we want to bring to your attention:
- Each time you use the aSuggestion Services, the posted version of this Agreement (or Other Agreement) and any Additional Terms (defined below) apply to such use, so you should check for any updates.
- You may only use the aSuggestion Content on the aSuggestion Services in connection with your permitted activities on the aSuggestion Services--and not in an offline environment or in connection with another website.
- aSuggestion is providing the aSuggestion Services to you on an "as-is" basis, without any warranty of any kind, and aSuggestion's liability to you in connection with your use of the aSuggestion Services is very limited. Many other limitations and disclaimers relate to your use of the aSuggestion Services.
- Depending upon where you access the aSuggestion Services, many types of disputes that may arise in connection with your access to and use of the aSuggestion Services are subject to mandatory arbitration, which includes your waiver of a right to a jury trial, and a class action waiver.
TABLE OF CONTENTS
It is important that you read and understand this entire Agreement before using the aSuggestion Services. However, this table of contents, and the summaries that follow each heading, further highlights key issues and points. You can click on the headings and links to be taken to the full explanation.
Use of the aSuggestion Services is subject to eligibility requirements. If you have not reached age of majority, your parent or guardian must consent to your use.
2. Term, Terms and Termination
The term of this Agreement (or if applicable Other Agreement and/or Additional Terms), in the form posted at the time of use, shall govern your use of the aSuggestion Services. Either you or we may terminate your Membership.
3. Fees, Offers and Refunds
We may charge fees for use of the aSuggestion Services, which may change from time to time, and which may be subject to Additional Terms. Terms of offers may change and we may refuse or cancel orders. You may have refund rights in some cases.
You are responsible for your password and account usage.
You are responsible for your alias and account usage.
6. Use by Members
aSuggestion Services may only be used as authorized, and commercial use is restricted.
7. Proprietary Rights in Content on aSuggestion
You grant us broad rights to use and exploit Content you post or make available via the aSuggestion Services, your profile and activity information, and your name, alias, persona and likeness, as more fully explained below. You will not be entitled to compensation or attribution even if we or others profit from such use. However, you remain the owner and fully responsible for your Content and for ensuring that its use in connection with the aSuggestion Services do not violate any third party rights or any law. Your right to use aSuggestion Content, User Content and Third Party Content is very limited and revocable.
8. Content Posted
You are responsible for Content you post, and we are not responsible for Content other users post. You can report inappropriate Content you identify on the aSuggestion Services to us. Some of your activities on the aSuggestion Services may be viewable or shared with other Users and may be associated with advertising, including your content consumption
9. Content/Activity Prohibited
Your use of the aSuggestion Services, including Content you post, is subject to rules designed to prohibit inappropriate Content and user activities. Review and follow these rules.
10. Profiles and Profile Settings
Individuals who are Members may set up profiles, subject to certain rules. From time to time, we may offer certain functionality to allow you to express privacy, communication and other preferences, which we will make a good faith effort to honor.
You may link to us subject to certain rules. We may provide links to third party sites and services, but we are not responsible for third party sites or services or their content.
12. Member Disputes
We are not responsible for your disputes with other members, but may elect to become involved.
13. Privacy and Communications
You use the aSuggestion Services on an "As Is" basis, and we disclaim any warranties, express or implied, as permitted by law.
15. Limitation on Liability
Our potential liability to you is highly limited.
16. U.S. Export Controls
Access to the aSuggestion Services and our software is limited by U.S. export laws.
17. Arbitration and No Class Relief
To the maximum extent permitted by the mandatory laws in your place of residence, you agree to arbitrate most disputes, waive jury trial and class action rights and limit the time in which your claims must be brought.
18. Other Dispute Resolution where Arbitration is Not Applicable
If and to the extent that arbitration is not a permitted form of dispute resolution pursuant to the mandatory laws of your place of residence, then you agree that the provisions of Section 17 shall apply to the resolution of any disputes or claims.
19. Indemnity and Waiver of Injunctive Relief
You must indemnify us for many types of claims and losses arising out of your use of the aSuggestion Services. You waive the right to seek injunctive or equitable relief, but acknowledge that we may seek that type of relief.
Wireless carrier charges may apply and location based services you enable are at your own risk. You can uninstall our applications to terminate service.
21. Operation of aSuggestion Services; Availability of Products and Services; International Issues
aSuggestion Services are intended for a United States audience.
22. Software End User License Agreement
When you use our Software, you agree to certain terms and conditions.
You agree to various other terms and conditions.
Use of the aSuggestion Services and registration to be a Member for the aSuggestion Services ("Membership") is void where prohibited and subject to compliance with Applicable Law, this Agreement and any applicable Additional Terms. By using the aSuggestion Services, you represent and warrant that (a) other than as authorized in the Non-Standard Profile terms below, all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older, and if you are not of the age of majority where you reside, you will only use the aSuggestion Services with parental or legal guardian consent (following their review of this Agreement); and (d) your use of the aSuggestion Services does not violate any Applicable Law. You may not create an Account for anyone other than yourself without the other person's permission. Your Account will be deleted and your Membership may be terminated without warning, if we believe that you have misrepresented your age or identity to us in a manner that violates this Agreement or is unlawful. Registered sex offenders and those convicted of violent crimes are not eligible for Membership.
2. Term, Terms and Termination
This Agreement (or if applicable, Other Agreement and/or Additional Terms), in the form posted at the time of your use of the applicable aSuggestion Services to which it applies, shall govern such use of such aSuggestion Services (including transactions entered during such use). As our site and services evolve, the terms and conditions under which we offer aSuggestion Services may prospectively be modified and we may cease offering the aSuggestion Services under the Agreement or Additional Terms for which they were previously offered. Accordingly, each time you sign in to or otherwise use the aSuggestion Services you are entering into a new agreement with us on the then applicable terms and conditions and you agree that we may notify you of Other Terms by posting them on the applicable aSuggestion Services (or in any other reasonable manner of notice which we elect), and that your use of such aSuggestion Services after such notice constitutes your going forward agreement to the Other Terms for your new use and transactions. Therefore, you should review the posted Agreement and any applicable Additional Terms each time you use the aSuggestion Services (at least prior to each transaction or submission). The Other Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Agreement (and any applicable Additional Terms) that applied when you previously used the aSuggestion Services will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the aSuggestion Website, any Messages sent from aSuggestion to you on the aSuggestion Services, and the e-mail you associated with your Account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or additional terms by discontinuing use of the aSuggestion Services.
You may terminate your Membership at any time, for any reason, by following the instructions in your Profile Settings. aSuggestion may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability, except that you may have certain refund rights as provided in the next section. Further, we may deny, restrict, suspend, or terminate your access to all or any part of the aSuggestion Services at any time, for any or no reason, with or without prior notice or explanation, and to the maximum extent permitted by applicable law, without liability, except that you may have certain refund rights as provided in the next section.
In addition, aSuggestion reserves the right, in its sole discretion, to reassign or rename your username and/or Profile URL and to allow indexing of such URL by third party search engines. aSuggestion expressly reserves the right to remove your Profile or Content, in whole or in part, and/or deny, restrict, suspend, or terminate your access to all or any part of the aSuggestion Services, if aSuggestion determines, in its sole discretion, that you have violated this Agreement, are acting in a manner we deem inappropriate for the aSuggestion Services, or pose a threat to aSuggestion, its employees, business partners, Users and/or the public. Even after Membership is terminated, or you cease using the aSuggestion Services, some terms of your Agreement with aSuggestion will remain in effect, including, without limitation, Sections 5-23, except as may be mutually agreed (e.g., acceptance of Other Terms)
3. Fees, Offers and Refunds
You acknowledge that aSuggestion reserves the right to charge for any portion of the aSuggestion Services and to change its fees (if any) from time to time in its discretion on a prospective basis. Orders are accepted by us only upon delivery by us of the product or services. We may change terms and conditions of offers from time to time and may refuse or cancel orders; provided, however, that if we have charged you prior to rejecting an order we will issue a refund. We try to accurately describe our products and services, and their pricing, but typos and other errors may occur so we do not warrant that specifications, pricing or other aSuggestion Content or aSuggestion Services will be complete, error-free, current, reliable or accurate. We will make good faith efforts to post corrections when such mistakes of a material nature are discovered and we will provide you with suitable means to allow you to correct any input errors you make before you make a payment for the aSuggestion Services. If aSuggestion terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any). If you terminate your Membership, you shall not be entitled to the refund of any unused portion of fees or payments (if any). If aSuggestion terminates your Membership, or any ongoing aSuggestion Services for which you have paid, other than for your breach of the Agreement (or of applicable Additional Terms), then as your sole remedy, aSuggestion shall provide a pro-rata refund of any fees or payments (if any) for aSuggestion Services that you paid for but that were not yet delivered. aSuggestion may require that you agree to certain Additional Terms for some aSuggestion Services, such as related to fee-based portions of the aSuggestion Services (e.g., fees to access certain content from your mobile, tablet or internet connected television or other Device). We may offer customer support services from time to time, but are not obligated to do so. Customer support representatives do not have the authority to bind us or to change or waive our rights under this Agreement or any Additional Terms. For Members in the European Union, you acknowledge that you have no right to any cooling-off period under the Distance Selling Directive (Directive 97/7/EC) on the basis that we will provide you the aSuggestion Services before or immediately after we receive your payment for such services.
When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Account, username, email address or password of another Member at any time or to disclose your password to any third party. You agree to notify aSuggestion immediately if you suspect any unauthorized use of your Account or access to your password. You are solely responsible for any and all use of your Account.
When you sign up to become a Member, you will also be asked to choose an alias. You are entirely responsible for maintaining and periodically changing (at your sole discretion) your active posting alias. Your alias is not unique to you and you alone which is to say that other users throughout the system may share similar or identical aliases to the one you have temporarily selected for yourself. While an individual alias may be shared by multiple users, you agree not to use the Account, username, email address or password of another Member at any time or to disclose your password to any third party. You agree to notify aSuggestion immediately if you suspect any unauthorized use of your Account or access to your password. You are solely responsible for any and all use of your Account.
6. Use by Members
The aSuggestion Services are for the personal use of Members and Users and may only be used for direct commercial purposes if they are specifically endorsed or authorized by aSuggestion. Notwithstanding the foregoing, aSuggestion permits users to create Profiles and post Content intended as commentary for improvement to any receiving organization and any such use of the aSuggestion Services for such purposes is not considered a commercial use of the aSuggestion services in violation of this Agreement. aSuggestion reserves the right to remove commercial content in its sole discretion. Without limiting the generality of the commercial use restrictions, the unauthorized collection of usernames, user id numbers, aliases, or similar designation, and/or email addresses of Members by electronic or other means, or employing third party promotional sites or software to promote Profiles for money, is prohibited. Commercial advertisements, endorsements, affiliate links, and other forms of unauthorized data collection or solicitation may be removed from Profiles without notice or explanation and may result in termination of Membership privileges.
To maintain the aSuggestion Services in a manner we deem appropriate for our venue and to the maximum extent permitted by applicable law, aSuggestion may, but will not have any obligation to, review, monitor, display, reject, refuse to post, store, maintain, accept or remove any Content (as further defined below) posted (including, without limitation, private aSuggestion messages, public comments, or private direct messages (collectively, "Messages")) by you, and aSuggestion may, in its sole discretion, delete, move, re-format, remove or refuse to post or otherwise make use of Content without notice or any liability to you or any third party in connection with our operation of Content venues in an appropriate manner. Without limitation, we may do so to address Content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or the Agreement or any applicable Additional Terms, including, without limitation, the Content restrictions set forth below in Section 8.
7.Proprietary Rights in Content on aSuggestion
1. aSuggestion does not claim any ownership rights in the text, Messages, files, images, photos, works of authorship, applications, or any other materials (collectively, "Content") that you transmit, submit, display or publish ("post") on, through or in connection with the aSuggestion Services. After posting your Content on, through or in connection with the aSuggestion Services, you continue to retain any such rights that you may have in your Content, subject to the limited license granted herein. By posting any Content on, through or in connection with the aSuggestion Services, you hereby grant to aSuggestion a limited license to use, modify, delete from, add to, combine with other content, publicly perform, publicly display, reproduce, transmit, sell, distribute, and otherwise exploit such Content by all means and manners now or later known, including, without limitation, on, through or in connection with the aSuggestion Services to third party applications; widgets; websites; or mobile, desktop or other services which are linked with your Account at your election (collectively, "Linked Services"), including, without limitation, distributing part or all of the aSuggestion Services and any Content included therein, in any media formats and through any media channels. Content submitted by Users and authorized by the User to be distributed on Linked Services need not be maintained on the aSuggestion Services by us for any period of time, and Users will not have the right, once submitted, to access, archive, maintain or otherwise use such Content on the aSuggestion Services or elsewhere. The license you grant is perpetual; provided, however, that after you remove your Content from the aSuggestion Services, we will make commercially reasonable efforts to remove such specific deleted Content from further distribution on the aSuggestion Services, as soon as practicable but, please be aware that any distribution of your Content that may have occurred by you or other Users via Linked Services, or otherwise may continue to be displayed, distributed and used. Further, deleted Content may persist in archival copies on aSuggestion servers for a reasonable period of time. You understand and agree that once Content is distributed to a Linked Service, or incorporated into other aspects of the aSuggestion Services (e.g., as part of a derivative work), aSuggestion is under no obligation to delete or ask other Users or a Linked Service to delete that Content; therefore, it may continue to appear and be used indefinitely.
2. The license you grant to aSuggestion is non-exclusive (meaning you are free to post your Content to anyone else in addition to aSuggestion), fully-paid and royalty-free (meaning that aSuggestion is not required to pay you or anyone else deriving rights from you for the use by aSuggestion of the Content that you post), sublicensable (so that aSuggestion is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the aSuggestion Services and, subject to good faith efforts to honor your Profile Settings, to third party search engines), and worldwide (because the Internet and the aSuggestion Services are global in reach). You also hereby grant to aSuggestion, and agree to grant to aSuggestion, the unconditional, perpetual, irrevocable, sublicensable, fully-paid and royalty free right to use, share and exploit your name, persona, alias, and likeness, and your Profile information and information about your activities on the aSuggestion Services (including, without limitation, your activities in connection with our sponsors and advertisers), without any obligation or remuneration to you. However, from time to time we may offer you choices regarding how information about you is shared and we will make good faith efforts to honor your elections. For more information, see Profile Settings. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Content. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the rights granted hereunder. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 6. If you are a minor, you represent and warrant that your parent or legal guardian has consented to you granting the rights as set forth in this Section 6, or that are provided in any Additional Terms.
3. Each time you submit any Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside or are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor (including yourself) who is depicted in or contributed to any Content you submit, and that, as to that Content: (i) you are the sole author and/or owner of the Content posted by you on, through or in connection with the aSuggestion Services, or otherwise have the lawful right to grant the license set forth in this Section 6 or that is provided in any Additional Terms, all without any aSuggestion obligation to obtain consent of any third party and without creating any obligation or liability of aSuggestion, (ii) the Content is accurate (other than as authorized in Section 8 or any Additional Terms); (iii) the posting of your Content on, through or in connection with the aSuggestion Services and/or Linked Services does not violate the privacy rights, publicity rights, intellectual property rights, contract rights or any other rights of any person or entity; and (iv) the Content will not violate this Agreement (including the prohibitions in Section 8 or any Additional Terms, or cause injury or harm to any person. You agree to pay all royalties, fees, and any other monies owing any person or entity by reason of the use of any Content posted by you on or through the aSuggestion Services and/or Linked Services.
5. In your communications with aSuggestion, please keep in mind that unsolicited ideas or materials for products or services are submitted at your discretion and with no obligation for fulfillment, or even aSuggestion improvements to products or services, such as ideas, concepts, inventions, or designs (collectively, "Unsolicited Ideas and Materials"). Any Unsolicited Ideas and Materials you post on or send to us (via the aSuggestion Services or otherwise) are deemed User Content and licensed to us as set forth in this Section 6. In addition, aSuggestion retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. aSuggestion's receipt of your Unsolicited Ideas and Materials is not an admission by aSuggestion of their novelty, priority, or originality, and it does not impair aSuggestion's right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
6. The aSuggestion Services contain Content owned by aSuggestion ("aSuggestion Content"). aSuggestion Content is protected by copyright, trademark, patent, trade secret and other laws, and aSuggestion owns and retains all rights in the aSuggestion Content and the aSuggestion Services. aSuggestion hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the aSuggestion Content (excluding any software code) solely for your personal use in connection with viewing the aSuggestion Website and using the aSuggestion Services, and in connection with standard search engine activity or use of a standard Internet browser (e.g., for making cache copies). From time to time, aSuggestion may make available to Users certain explicitly designated aSuggestion Content for Users use as part of User Content (defined below) ("aSuggestion Licensed Elements"), but only for such purposes as may be explicitly stated at the time that the aSuggestion Licensed Elements are made available on the aSuggestion Services; but we and our licensors and certain other third parties, as the case may be, retain ownership of such aSuggestion Licensed Elements. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any aSuggestion Content, and (ii) may be immediately suspended or terminated for any reason, in aSuggestion's sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of aSuggestion Content and/or aSuggestion Licensed Elements, subject to certain Additional Terms. You are only granted a limited license, and, as between you and aSuggestion, there is not a sale with respect to aSuggestion Content.
7. The aSuggestion Services contain Content of Users ("User Content"). Except as otherwise provided within this Agreement, or in any Additional Terms, you may not copy, download, communicate, make available, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any User Content appearing on or through the aSuggestion Services.
8. The aSuggestion Services contain Content of third party licensors that are not Users (such licensors, "Third Party Licensors" and such content "Third Party Content"). Third Party Content is protected by copyright, trademark, patent, trade secret and other laws, and each Third Party Licensor retains rights in its Third Party Content. Subject to any applicable Additional Terms, you are hereby granted a limited, revocable, non-sublicensable license to view, as applicable, the Third Party Content solely for your personal, non-commercial use in connection with viewing and using the aSuggestion Services and in connection with standard search engine activity or use of a standard Internet browser (e.g., for making cache copies). Except for the foregoing limited license, and except as otherwise expressly provided in writing by aSuggestion, you are granted no right, title or interest in any Third Party Content. You are only granted a limited license, and, as between you and aSuggestion, there is not a sale with respect to Third Party Content. Except as otherwise provided within this Agreement or applicable Additional Terms, or directly authorized by aSuggestion and/or a Third Party Licensor on the aSuggestion Services (e.g., as part of a promotion that encourages you to download specific Third Party Content for your use in connection with such promotion), you may not copy, download, communicate, make available, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Third Party Content (except as may be a result of standard search engine activity or use of a standard Internet browser).
9. aSuggestion reserves the right to limit the storage capacity of Content that you post on, through or in connection with the aSuggestion Services.
10. This Agreement and any Additional Terms include only narrow, limited grants of rights to aSuggestion Content and to use and access the aSuggestion Services. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by aSuggestion and its licensors and other third parties. Any goodwill that is created in connection with your use of aSuggestion Content or the aSuggestion Services inures to aSuggestion. Any unauthorized use of any aSuggestion Content or the aSuggestion Services for any purpose is prohibited.
8. Content Posted
Please choose carefully the information that you post on, through or in connection with the aSuggestion Services and that you provide to other Users. Your Profile may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other aSuggestion Members (for instance, in their Profiles) or Linked Services may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and aSuggestion assumes no responsibility or liability for this material. If you become aware of misuse of the aSuggestion Services by any person or Linked Service, please notify aSuggestion staff through [email protected], if available, click on the Profile, image, comment or other item to report the Content directly to our support team.
1. aSuggestion may reject, refuse to post or delete any Content that, in the sole judgment of aSuggestion, violates this Agreement, is inappropriate for the aSuggestion Services or which may be offensive, illegal or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. However, we are not obligated to take any action not required by law. aSuggestion, may, but assumes no responsibility or obligation for reviewing or monitoring the aSuggestion Services for inappropriate Content or conduct. If at any time aSuggestion chooses, in its sole discretion, to review or monitor the aSuggestion Services, aSuggestion 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.
2. You are solely responsible for the Content that you post on, through or in connection with any of the aSuggestion Services and/or Linked Services, and any material or information that you transmit to other Members and for your interactions with other Users. Any breach by you of this Section 7 will be subject to the indemnification obligations set forth in Section 19 below. We reserve the right to request at any time proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the Content in question being removed from the aSuggestion Services.
3. The aSuggestion Services and affiliated user defined organizations are a community and inherently a social media experience. Subject to our good faith efforts to honor your election of certain options we may offer from time to time that may offer you certain choices regarding what is shared and with whom, your activities, Content and Content consumption may be viewable by, or shared with, others on and off of the aSuggestion Services, including advertisers. You consent to this, and irrevocably grant us the sublicensable right to use and exploit your name, persona, alias, likeness, pseudonym, Profile picture, information and Content, and to share it with others, without any obligation or remuneration to you. This may include, without limitation, associating you with commercial, sponsored or related content (such as a brand you like or the sponsors of an ad you click on). If you are not the age of majority where you reside, you represent and warrant that your parent or guardian has read this section and consented and agreed on your behalf.
9. Content/Activity Prohibited
1. We limit use of the aSuggestion Services to Content and activities that are appropriate, in our discretion, to our venue. The following are examples, without limitation, of the kind of Content or activities that are illegal, or prohibited to post on, through or in connection with the aSuggestion Services ("Prohibited Content"). aSuggestion reserves the right to investigate and take appropriate action (which may include taking legal action) against anyone who, in aSuggestion's sole discretion, violates this provision, including, without limitation, removing the offending Content from the aSuggestion Services, terminating the Membership of such violators and/or reporting such Content or activities to law enforcement authorities.
2. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of aSuggestion:
- is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
- harasses or advocates harassment of another person;
- exploits people in a sexual or violent manner;
- contains nudity, excessive violence, or offensive subject matter or links to an adult website;
- solicits or is designed to solicit personal information from anyone under age 13;
- solicits or is designed to solicit an inappropriate or unlawful relationship with another User;
- publicly posts information that poses or creates a privacy or security risk to any person (including, for example, by publicly posting any person's contact information or revealing an individual’s alias for the perceived intent (by aSuggestion staff) of jeopardizing the user’s services based security on the aSuggestion Services without authorization);
- other than as authorized in the Non-Standard Profile terms in Section 9 below, constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
- involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, or "spamming";
- contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
- furthers, promotes or depicts any illegal or criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
- depicts firearms or other weapons that is not related to sportsman activities;
- solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other Users;
- involves commercial activities and/or sales without prior written consent from aSuggestion such as contests, sweepstakes, barter, advertising, or pyramid schemes;
- includes a photograph or video of another person that you have posted without that person's consent;
- uses sexually suggestive imagery or any unfair, misleading or deceptive Content intended to draw traffic to the profile; or
- violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.
3. Prohibited Content, including unauthorized commercial advertisements, endorsements, affiliate links, and other forms of unauthorized data collection or solicitation may be removed from Profiles without notice or explanation.
4. The following are examples of the kind of activity that is illegal or prohibited on the aSuggestion Website and through your use of the aSuggestion Services ("Prohibited Activity"). Prohibited Activity on, through, or in connection with the aSuggestion Services includes, but is not limited to:
- criminal or tortious activity, including, but not limited to, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, defamation, stalking, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, trademark infringement, or theft of trade secrets;
- advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the aSuggestion Services. You may not transmit any chain letters, junk email or unsolicited commercial or inappropriate Messages to other Members. In order to protect our Members from such advertising or solicitation, aSuggestion reserves the right to restrict the number of Messages which a Member may send to other Members in any 24-hour period to a number which aSuggestion deems appropriate in its sole discretion. If you breach this Agreement and send or cause to send (directly or indirectly) unsolicited bulk Messages or other unauthorized commercial communications of any kind through the aSuggestion Services, you acknowledge that you will have caused substantial harm to aSuggestion, but that the amount of such harm would be extremely difficult to ascertain. To the maximum extent permitted by applicable law, as a reasonable estimation of such harm, you agree to pay aSuggestion Seventy Five Dollars ($75 USD) for each actual or intended recipient of such unsolicited Message or other unauthorized commercial communication you send through the aSuggestion Services;
- unless permitted by law, circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the aSuggestion Services;
- activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
- except as may be permitted by Additional Terms or our intended use of functionality made available by us to you on the aSuggestion Services, modifying, copying, distributing, downloading, scraping or transmitting in any form or by any means, in whole or in part, any Content from the aSuggestion Services (other than your Content which you legally post on, through or in connection with the aSuggestion Services) or as may be the result of standard search engine activity or use of a standard Internet browser;
- providing or using "tracking" or monitoring functionality in connection with the aSuggestion Services, including, without limitation, to identify other Users' views, actions or other activities on the aSuggestion Services;
- covering or obscuring the advertisements and/or safety features (e.g., reporting functionality) on your Profile, or any portion of any aSuggestion Services or Content on the aSuggestion Services via HTML/CSS/PHP or any other means;
- any automated use of the aSuggestion Services, including but not limited to, using scripts or other code to connect to Profiles, send comments, or perform any other activity on the aSuggestion Services;
- interfering with, disrupting, or creating an undue burden on the aSuggestion Services or the networks or services connected to the aSuggestion Services;
- impersonating or attempting to impersonate aSuggestion or an aSuggestion employee, administrator or moderator, another Member, or person or entity (including, without limitation, the use of email addresses associated with or of any of the foregoing), excepting the permitted use of Non-Standard Profiles as set forth in Section 9;
- using the Account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your Account;
- selling or otherwise transferring your Profile, username, vanity URL (which all belong to aSuggestion and is licensed to you pursuant to the license set forth in Section 6);
- using or distributing any information obtained from the aSuggestion Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;
- distributing information with the express intent of defaming, damaging, or otherwise causing excessive harm (as deemed by aSuggestion staff) to any organization, company, group, affiliation, etc,;
- the unauthorized collection of usernames, aliases, user id numbers, or similar designation, email addresses or other personal information of Members by electronic or other means, or employing third party promotional sites or software to promote Profiles for money;
- displaying an unauthorized commercial advertisement on your Profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the aSuggestion Services on behalf of that person, such as placing commercial content on your Profile; links to e-commerce sites not authorized by aSuggestion; posting comments with a commercial purpose; selecting a Profile with a commercial purpose as one of your top connections; or sending Messages with a commercial purpose;
- using invalid or forged headers to disguise the origin of any Content transmitted to or through aSuggestion's computer systems, or otherwise misrepresenting yourself or the source of any Message or Content;
- using any automated system, including, but not limited to, robot, both rover, spider, scraper, crawler, spyware, scripts, engine, device, software, extraction tool in order to monitor, harvest, copy or distribute (except as may be a result of standard search engine activity or use of a standard Internet browser) Content, Messages, email addresses or other personal information of Members, or other data from the aSuggestion Services for the purposes of sending unsolicited or unauthorized material, selling to data aggregators or similar entities, or revealing personal information publicly;
- engaging in, either directly or indirectly, or encouraging others to engage in, click-throughs generated through any manner that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent;
- the unauthorized posting of any private information of any person;
- offering to sell, barter or trade, or selling, bartering or trading for your vote in any aspect of the aSuggestion Services that provides a voting functionality;
- modifying, adapting, translating, altering, reverse engineering, copying, decompiling, reverse assembling, disassembling, unencrypting, unhashing, or creating derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from any portion of the aSuggestion Services or the data or technology underlying their operation; or
- using the aSuggestion Services in a manner inconsistent with this Agreement or Applicable Law.
10. Profiles and Profile Settings
aSuggestion will allow you to create alias profiles associated with your account. We may offer you, from time to time, the ability to choose how you share or make your Profile, or aspects of it, available to others by means of "Profile Settings", which functionality may change as the aSuggestion Services evolve. aSuggestion currently makes all Profiles of Members aged 13 and older public by default. You may adjust the public or restricted status of your Profile in your Profile Settings. We will make good faith efforts to honor Profile Settings, but are not responsible for errors and reserve the right to change the way Settings and preferences work from time to time, so visit your Profile Settings regularly to ensure that the reflect your preferences and to see how we may have added or changed how you can exercise choice. You may not use any Profile for purpose of impersonation, deception or confusion.
Alias Profiles. In keeping with the intended use of services, users will create a Profile in which your activities on the aSuggestion Services are associated with your account but not your real name and you agree and acknowledge that any risk associated with commentary under such profiles are borne solely by you.
1. Linked Services.
a. Linked Services created by third party developers may be available on, through or in connection with the aSuggestion Services. Linked Services include applications, websites, desktop, wireless, mobile and other services available from third parties which can be installed onto your Profile, or elsewhere on the aSuggestion Services, shared with other Users on the aSuggestion Services, otherwise accessed via the aSuggestion Services, or which may link to your Profile from outside of the aSuggestion Services. Linked Services may use your Profile information, friends and/or other Profile Content on the Linked Service and share activity events between aSuggestion and the Linked Service (depending on the features the Linked Service chooses to make available). We may offer you certain ability to control what is initially shared with Linked Services through your Profile Settings, or permission options otherwise made available to you (e.g., when downloading, accessing or activating Linked Services), and we will use good faith efforts to honor those choices.
2. Hyperlinks to aSuggestion. We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the aSuggestion Services, so long as: (a) the links only incorporate text, and do not use any trademarked logos or graphics that are owned by or licensed to aSuggestion, without aSuggestion's prior authorization, (b) the links and the content on your website do not suggest any affiliation with aSuggestion or cause any other confusion, and (c) the links and the content on your website do not portray aSuggestion or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to aSuggestion. aSuggestion reserves the right to suspend or prohibit linking to the aSuggestion Services for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
12. Member Disputes
You are solely responsible for your interactions with other Users, third party developers and any other parties with whom you interact through the aSuggestion Services and/or Linked Services so use caution when dealing with others. aSuggestion reserves the right, but has no obligation, to become involved in any way with these disputes.
13. Privacy and Communications
2. aSuggestion performs technical functions it deems necessary or appropriate to offer the aSuggestion Services, including, but not limited to, the technical processing and transmission of Messages to perform the messaging service, and transcoding and/or reformatting Content to allow its use throughout the aSuggestion Services. In addition, you agree and acknowledge that aSuggestion may send Messages, whose content may include, but not be limited to, notifications, special offers, promotions, commercial advertisements, and marketing materials, in connection with the aSuggestion Services, and/or the services of aSuggestion's affiliates and/or third-party business partners. We offer you certain choices as to what type of commercial communications you receive from the aSuggestion Services, which you can exercise by visiting your Profile Settings for notifications or by following the unsubscribe instructions contained at the bottom of commercial emails sent by aSuggestion, and we will make good faith efforts to honor those choices. However, regardless of your elections we reserve the right to contact you to address transactional and operational issues related to your Account, Membership or activities in connection with aSuggestion Services
3. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from aSuggestion by the same method. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
4. aSuggestion may interact with law enforcement regarding your use of the aSuggestion Services. You acknowledge and agree that aSuggestion may make your information available to law enforcement. More information is available in our Law Enforcement Guidelines.
1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASUGGESTION IS NOT RESPONSIBLE FOR AND MAKES NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE ASUGGESTION SERVICES; (B) THE ASUGGESTION CONTENT ON OR PROVIDED THROUGH THE ASUGGESTION SERVICES; (C) THE CONTENT OR USER CONTENT (INCLUDING THE ACCURACY AND RELIABILITY THEREOF); (D) THE THIRD PARTY CONTENT; (E) THE LINKED SERVICES; (F) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE ASUGGESTION SERVICES; (G) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED IN THE ASUGGESTION SERVICES; AND/OR (H) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO OR FROM ASUGGESTION OR OTHERS VIA THE ASUGGESTION SERVICES.
2. IN ADDITION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASUGGESTION IS NOT RESPONSIBLE FOR ANY DAMAGE, INJURY OR LOSS CAUSED BY USERS OF THE ASUGGESTION SERVICES OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE ASUGGESTION SERVICES OR LINKED SERVICES.
3. PROFILES AND LINKED SERVICES ON, THROUGH OR IN CONNECTION WITH THE ASUGGESTION SERVICES MAY CONTAIN LINKS TO OTHER WEBSITES OR SERVICES. ASUGGESTION IS NOT RESPONSIBLE FOR THE CONTENT, ACCURACY OR OPINIONS EXPRESSED ON SUCH WEBSITES AND SERVICES, AND SUCH WEBSITES AND SERVICES ARE NOT NECESSARILY INVESTIGATED, MONITORED OR CHECKED FOR ACCURACY OR COMPLETENESS BY ASUGGESTION. INCLUSION OF ANY LINKED WEBSITE OR SERVICE ON THE ASUGGESTION SERVICES DOES NOT IMPLY APPROVAL OR ENDORSEMENT OF THE LINKED WEBSITE OR SERVICE BY ASUGGESTION. WHEN YOU ACCESS THESE THIRD PARTY SITES AND SERVICES, YOU DO SO AT YOUR OWN RISK. ASUGGESTION TAKES NO RESPONSIBILITY FOR THIRD PARTY ADVERTISEMENTS OR LINKED SERVICES THAT ARE POSTED ON, THROUGH OR IN CONNECTION WITH THE ASUGGESTION SERVICES OR LINKED SERVICES, NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE GOODS OR SERVICES PROVIDED BY THESE THIRD PARTIES. ASUGGESTION IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE ASUGGESTION SERVICES OR LINKED SERVICES. ASUGGESTION ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER OR MEMBER COMMUNICATION. ASUGGESTION IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF THE ASUGGESTION SERVICES OR LINKED SERVICES OR COMBINATION THEREOF, INCLUDING, WITHOUT LIMITATION, ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE ASUGGESTION SERVICES OR LINKED SERVICES.
4. UNDER NO CIRCUMSTANCES SHALL ASUGGESTION BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE ASUGGESTION SERVICES OR LINKED SERVICES, ATTENDANCE AT A ASUGGESTION EVENT, FROM ANY USER CONTENT POSTED ON OR THROUGH THE ASUGGESTION SERVICES OR LINKED SERVICES, OR FROM THE CONDUCT OF ANY USERS OF THE ASUGGESTION SERVICES, WHETHER ONLINE OR OFFLINE. THE ASUGGESTION SERVICES AND YOUR ABILITY TO ACCESS THE LINKED SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS AND ASUGGESTION EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. ASUGGESTION CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE ASUGGESTION SERVICES OR LINKED SERVICES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY YOU TO THE EXTENT REQUIRED BY APPLICABLE LAW.
15. Limitation on Liability
1. IN NO EVENT SHALL ASUGGESTION BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM: (A) YOUR USE OR INABILITY TO USE THE ASUGGESTION SERVICES (INCLUDING THE CONTENT AND ASUGGESTION CONTENT) OR LINKED SERVICES, OR THE PERFORMANCE OF THE ASUGGESTION SERVICES OR LINKED SERVICES, (B) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY ASUGGESTION OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR ACCESS TO OR USE OF THE ASUGGESTION SERVICES, (C) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS OR OTHER RIGHTS OWNERS, (D) ANY ERRORS OR OMISSIONS IN THE ASUGGESTION SERVICES' TECHNICAL OPERATION, OR (E) ANY DAMAGE TO A USER'S COMPUTER, HARDWARE, SOFTWARE, MODEM, OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE, OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING LOSSES OR DAMAGES IN THE FORM OF LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR EQUIPMENT FAILURE OR MALFUNCTION, EVEN IF ASUGGESTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ASUGGESTION'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ASUGGESTION FOR THE ASUGGESTION SERVICES DURING THE TERM OF MEMBERSHIP. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF ANY OF THE FOREGOING EVENTS OR CIRCUMSTANCES WERE FORESEEABLE AND EVEN IF ASUGGESTION WAS ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, REGARDLESS OF WHETHER YOU BRING AN ACTION BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR TORT (INCLUDING WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE ASUGGESTION SERVICES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE SORT THAT ARE DESCRIBED ABOVE, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT REQUIRED BY APPLICABLE LAW.
2. Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.
3. Residents of the European Union are entitled to the following exclusion to the disclaimers or limitation of liability: nothing in this Agreement shall operate to exclude or limit our liability for death or personal injury caused by its negligence; fraud or fraudulent concealment; or any other liability which cannot be excluded or limited under applicable law.
16. U.S. Export Controls
Software available in connection with the aSuggestion Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the aSuggestion Services or otherwise exported or re-exported in violation of U.S. export laws, including restrictions pursuant to the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Commerce Departments' Table of Deny Orders, or the U.S. Export Administration Regulations. Downloading or using the Software is at your sole risk and subject to compliance with all Applicable Laws.
17. Arbitration and No Class Relief
Certain portions of this Section 17 are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act and apply to all Users of the aSuggestion Services where the mandatory laws in their country of residence permit such arbitration. You and aSuggestion agree that we intend that this Section 17 satisfies the "writing" requirement of the Federal Arbitration Act. Where arbitration is not permitted by the mandatory laws in your country of residence, the provisions of Section 17 shall apply to all relevant disputes between you and aSuggestion. This Section 17 can only be changed or terminated upon mutual agreement.
1. Disputes. Any controversy, allegation, or claim between you and aSuggestion arising out of or relating to the aSuggestion Services, the aSuggestion Content, the Content, this Agreement, or any Additional Terms, whether heretofore or hereafter arising are "Disputes".
0. First - Try to Resolve. If you or aSuggestion becomes aware of a Dispute, then you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 17.1.1. Your notice to us must be sent to [email protected] Attn: Business & Legal Affairs. For a period of sixty (60) days from the date of receipt of notice from the other party, aSuggestion and you will engage in a dialogue in order to attempt to resolve the Dispute, though nothing will require either you or aSuggestion to resolve the Dispute on terms with respect to which you and aSuggestion, in each of our sole discretion, are not comfortable.
1. Arbitration of Most Disputes. If we cannot resolve a Dispute as set forth in Section 17.1.1 within sixty (60) days of receipt of the notice, then either you or we may submit the Dispute to formal arbitration in accordance with this Section 17.1, unless it is an Excluded Dispute, which shall be handled in accordance with Section 17.2.
2. Arbitrator. Upon expiration of the applicable sixty (60)-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then-current JAMS Comprehensive Arbitration Rules & Procedures of JAMS, Inc. ("JAMS"). JAMS procedures, rules, and fee information are available, as follows:
3. Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator must honor the terms of this Agreement (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys' fees). However, WITH ARBITRATION: (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the "metropolitan statistical area" (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but, if applicable arbitration rules or laws require aSuggestion to pay a greater portion or all of such fees and costs in order for this Section 17 to be enforceable, then aSuggestion will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator's decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.
4. No Class Action Matters. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 17.1.3 holds that this restriction is unconscionable or unenforceable, then our agreement in Section 17.1.2 to arbitrate will not apply, and the Dispute must be brought exclusively in court pursuant to Section 17.3.
5. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 17.1.1 WITHIN ONE (1) YEAR AFTER DISCOVERY OF THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.
2. Excluded Disputes. The following disputes constitute "Excluded Disputes" hereunder: (i) any Dispute regarding any of aSuggestion's actual or alleged intellectual property rights, (ii) Disputes, to the extent that the laws of the State of California authorize may be brought in small claims court, and (iii) legal action taken by aSuggestion to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the aSuggestion Services, any Content, your User Content and/or aSuggestion's intellectual property rights (including such aSuggestion may claim that may be in dispute), aSuggestion's operations, and/or aSuggestion's products or services (collectively, "Injunctive Relief").
0. First - Try to Resolve. If (x) any Excluded Dispute arises, and (y) excluding Excluded Disputes involving Injunctive Relief, you and we agree to send a written notice to the other providing a reasonable description of the Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 17.2.1. Your notice to us must be sent to: [email protected] Attn: Business & Legal Affairs. For a period of sixty (60) days from the date of receipt of notice from the other party, aSuggestion and you will engage in a dialogue in order to attempt to resolve the Excluded Dispute, though nothing will require either you or aSuggestion to resolve the Excluded Dispute on terms with respect to which you and aSuggestion, in each of our sole discretion, are not comfortable.
1. If we cannot resolve authorized Excluded Dispute as set forth in Section 17.2.1 within sixty (60) days of receipt of the notice, then either you or we may submit the Excluded Dispute to formal arbitration pursuant to Section 17.1 only if you and aSuggestion consent, in a writing signed by you and an officer or business and legal affairs representative of aSuggestion, to have that Excluded Dispute subject to arbitration. In such a case (and only in such a case), that Excluded Dispute will be deemed a "Dispute" and shall be governed by Section 17.1. In the absence of such agreement, Section 17.1 shall not apply to Excluded Disputes, and Sections 17.3 and 17.4 shall apply.
2. Injunctive Relief. With respect to Excluded Disputes involving Injunctive Relief, Section 17.3 and 17.4 apply, and aSuggestion may institute such Excluded Disputes as authorized therein immediately.
3. Jurisdiction. Except to the extent that arbitration is required in Section 17.1 or authorized in Section 17.2, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Los Angeles County, California. Accordingly, you and aSuggestion consent to the exclusive personal jurisdiction and venue of such courts for such matters./span>
4. Governing Law. This Agreement and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the Connecticut, without regard to its conflicts of law provisions.
18. Other Dispute Resolution where Arbitration is Not Applicable
This Section 18 applies to all Users of the aSuggestion Services, if, and only to the extent that, the mandatory laws in your country of residence do not permit arbitration of Disputes in accordance with Section 17.
1. Section 18 Disputes. If any controversy, allegation, or claim (including any non-contractual claim) arises out of or relates to the aSuggestion Services, the aSuggestion Content, the Content, this Agreement, or any Additional Terms, whether heretofore or hereafter arising or to any of aSuggestion's actual or alleged intellectual property rights (collectively, a "Section 18 Dispute"), then you and we agree to send a written notice to the other providing a reasonable description of the Section 18 Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 18.1. Your notice to us must be sent to: [email protected] Attn: Business & Legal Affairs. For a period of sixty (60) days from the date of receipt of notice from the other party, aSuggestion and you will engage in a dialogue in order to attempt to resolve the Section 18 Dispute, though nothing will require either you or aSuggestion to resolve the Section 18 Dispute on terms with respect to which you and aSuggestion, in each of our sole discretion, are not comfortable.
2. Jurisdiction. The parties agree that the state or federal courts in Litchfield, Connecticut shall have non-exclusive jurisdiction of any Section 18 Dispute.
3. Governing Law. To the maximum extent permitted by the mandatory laws in your country of residence, this Agreement, any Additional Terms and any Section 18 Dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes), will be governed by, and construed in accordance with, the laws of the Connecticut, without regard to its conflicts of law provisions.
4. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A SECTION 18 DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 18.1) WITHIN ONE (1) YEAR AFTER DISCOVERY OF THE SECTION 18 DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.
5. Injunctive Relief. The foregoing provisions of this Section 18 will not apply to any legal action taken by aSuggestion to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the aSuggestion Services, any Content, your User Content and/or aSuggestion's intellectual property rights (including such aSuggestion may claim that may be in dispute), aSuggestion's operations, and/or aSuggestion's products or services.
19. Indemnity and Waiver of Injunctive Relief
1. Indemnification. To the maximum extent permitted by applicable law, you agree to indemnify, defend (at aSuggestion's election) and hold aSuggestion, its subsidiaries, and affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees and costs, alleged by any third party due to or arising out of or in connection with: (a) your use of the aSuggestion Services or Linked Services, and your activities in connection with the aSuggestion Services or Linked Services; (b) your violation or anticipatory violation of any Applicable Law in connection with your use of the aSuggestion Services or Linked Services, or your activities in connection with the aSuggestion Services or Linked Services; (c) a breach or anticipatory breach of this Agreement or any Additional Terms; (d) any breach of your agreements, representations and warranties set forth in this Agreement; (e) any Content that you post on, through or in connection with the aSuggestion Services or Linked Services; (f) information or material transmitted through your Device used to access the aSuggestion Services, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (g) any misrepresentation made by you; and (h) aSuggestion's permitted use of the information that you submit to us (including your Content) (all of the foregoing, "Claims and Losses"). You will cooperate fully as required by aSuggestion in the defense of any Claim and Losses. Notwithstanding the foregoing, aSuggestion retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. aSuggestion reserves the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of aSuggestion.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE ASUGGESTION SERVICES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY ASUGGESTION (INCLUDING YOUR LICENSED CONTENT) OR A LICENSOR OF ASUGGESTION. However, you acknowledge that any breach or anticipatory breach by you of this Agreement may result in harm to aSuggestion not capable of a remedy of money damages alone and accordingly in addition to any action at law for damages, aSuggestion will be entitled to seek injunctive and other equitable relief.
21. Operation of aSuggestion Services; Availability of Products and Services; International Issues
1. aSuggestion controls and operates the aSuggestion Services from its U.S.-based offices in the United States, and aSuggestion makes no representation that the aSuggestion Services is appropriate or available for use beyond the U.S.A. If you use the aSuggestion Services from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The aSuggestion Services may describe products and services that are available only in the United States (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the aSuggestion Services and/or the provision of any content, program, product, service, or other feature described or available on the aSuggestion Services to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.
2. BY ACCESSING OR USING THE ASUGGESTION SERVICES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE ASUGGESTION SERVICES.
3. You and we disclaim any application to this Agreement of the Convention on Contracts for the International Sale of Goods.
22. Software End User License Agreement
1. aSuggestion may offer the aSuggestion Services via software applications designed to run on specific operating systems, including, without limitation, mobile operating systems (including any updates and upgrades thereto, the “Software”). The Software is aSuggestion Content. Subject to the terms of this Agreement, aSuggestion grants you a limited, non-exclusive, non-sublicenseable license to use the Software solely to access the aSuggestion Services. You are not authorized to use the Software in any other manner.
2. Without limiting the generality of the foregoing, you must not and must not allow any third party to:
0. Modify, adapt, translate, alter, reverse engineer, copy, decompile, reverse assemble, disassemble, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the Software or the aSuggestion Services or any portion thereof, or otherwise attempt to discover any source code or in any way ascertain, decipher, or obtain the communications protocol for accessing the aSuggestion Services through the Software
1. Remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols or labels in the Software;
2. Obtain or attempt to obtain unauthorized access to the aSuggestion Services through the Software;
3. Block, disable or otherwise affect any advertising, advertisement banner window, links to other sites and services, or other features that constitute a part of the aSuggestion Services as made available via the Software;
4. Incorporate, integrate or otherwise include the Software or any portion of it (including the communications protocols) into any other service, software, program or product that communicates, accesses, or otherwise connects with the Service or any other Internet or online service other than as provided by aSuggestion;
5. Use the Software in any unlawful manner, for any unlawful purpose;
6. Use the Software to operate any mission critical application where human life or property might be at stake. The Software and the aSuggestion Services are not designed for such purposes and their failure in such cases could lead to death, personal injury, or property damage for which aSuggestion is not responsible;
7. Sell, lease, loan, distribute, transfer, or sublicense the Software, or access thereto or derive income from the use or provision of the Software, whether for direct commercial or monetary gain or otherwise;
8. Develop a skin or application for use in connection with the Software that infringes the intellectual property or other rights of aSuggestion or any third party;
3. You may install and personally use the Software only in object code form on a Device controlled by you for your own non-commercial use or benefit. aSuggestion may at any time and in its sole discretion revoke your license to use the Software or suspend or terminate your access to the Software without notice or explanation. If your license to use the Software terminates, you must (a) remove the Software from all hard drives, networks, Devices and other storage media, and (b) destroy all copies of the Software in your possession or under your control. All rights in any third-party data, software, or intellectual property are reserved and remain with the respective third party owners or licensors. These third parties may enforce their rights against you directly.
1. This Agreement is accepted upon your use of the aSuggestion Website or any of the aSuggestion Services, and is further affirmed by you becoming a Member and any continued access or use of the aSuggestion Website or any of the aSuggestion Services. Your agreement with aSuggestion will always include this Agreement at a minimum, except to the extent modified by an Other Agreement to which we have mutually agreed. Your access and use of certain aSuggestion Services will require you to accept Additional Terms applicable to such certain aSuggestion Services, in addition to this Agreement, and may require you to download Software or provide Content. The failure of aSuggestion to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. aSuggestion is a registered trademark of aSuggestion LLC. aSuggestion may assign its rights and obligations under this Agreement and any Additional Terms, in whole or in part, to any party at any time without any notice. This Agreement and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of aSuggestion. This Agreement operates to the fullest extent permissible by law. This Agreement represents an agreement between you as a User (or if applicable, Member) of the aSuggestion Services and us as the service provider, and no other person can enforce any of its provisions against aSuggestion. This Agreement (and the documents referred to herein, including, without limitation, Additional Terms) constitute the entire agreement between you and us in relation to the use of the aSuggestion Services, and replace and extinguish all prior agreements, arrangements or undertakings of any nature made by the parties, whether oral or written, in relation to such subject matter.
2. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. If the remainder of the provision is not affected, we reserve the right to make lawful and reasonable variations to this Agreement which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the provision (or part) in question that is deemed to be unlawful, void or unenforceable.
3. To contact us regarding any questions about this Agreement, please use the Contact [email protected]
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