1. ACCEPTANCE OF TERMS
2. MODIFICATIONS TO THIS AGREEMENT
Tellagence, Inc. and its agents and assigns (hereinafter “we” “us” or “our”) reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes, and hereby express agree to do so.
You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Site, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for each individual item ("Item") of Content that you post, email or otherwise make available via the Site. You understand that, except for content specifically provided by Tellegance relating to Tellagence’s software and services, we do not control, and are not responsible for Content made available through the Site, and that by using the Site, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will we be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Site and you hereby assume all such risk. You acknowledge that we do not pre-screen or approve Content, but that we shall have the right (but not the obligation) in our sole discretion to refuse, delete or remove any Content that is available via the Site, for violating the letter or spirit of the TOU or for any other reason.
4. THIRD PARTY CONTENT, SITES, AND SITES
The Site, and Content available through the Site, may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of us or the Site, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or Sites, and the Internet as a whole. Furthermore, the Site and Content available through the Site may contain links to other websites, which are completely independent of us. We make no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other Websites is at your own risk.
Your interactions with organizations and/or individuals found on or through the Site, including warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. And you hereby release Tellagence, Inc., its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Site. If you are a California resident, you specifically and expressly waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
5. NOTIFICATION OF CLAIMS OF INFRINGEMENT
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify our agent for notice of claims of copyright or other intellectual property infringement email@example.com ("Agent").
Please provide our Agent with the following Notice:
a) Identify the material on the Site that you claim is infringing, with enough detail so that we may locate it on the website;
b) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
c) A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
d) Your address, telephone number, and email address; and
e) Your physical or electronic signature.
We will remove the infringing posting(s), subject to the procedures outlined in the Digital Millenium Copyright Act (DMCA).
6.PRIVACY AND INFORMATION DISCLOSURE
You acknowledge and agree that we may, in its sole discretion, preserve or disclose your Content, as well as your information, such as email addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce the TOU; respond to claims that any Content violates the rights of third-parties; respond to claims that contact information (e.g. phone number, street address) of a third-party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of the Site, its users or the general public.
You agree not to post, email, or otherwise make available Content:
a) that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;
b) that is pornographic or depicts a human being engaged in actual sexual conduct including but not limited to (i) sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal, whether between persons of the same or opposite sex, or (ii) bestiality, or (iii) masturbation, or (iv) sadistic or masochistic abuse, or (v) lascivious exhibition of the genitals or pubic area
of any person;
c) that harasses, degrades, intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
e) that impersonates any person or entity, including, but not limited to, our employees, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to Contentthat constitutes lawful non-deceptive parody of public figures.);
f) that includes personal or identifying information about another person without that person's explicit consent;
g) that is false, deceptive, misleading, deceitful, misinformative, or
constitutes "bait and switch";
h) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
i) that includes links to commercial Sites or web sites, except as specifically allowed by us;
j) that advertises any illegal Site or the sale of any items the sale of which is prohibited or restricted by any applicable law, including without limitation items the sale of which is prohibited or regulated by Oregon law.
k) that contains software viruses or any other computer code, files or
programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
l) that disrupts the normal flow of information and transmissions with an excessive amount of Content (flooding attack) to the Site, or that otherwise negatively affects other users' ability to use the Site; or
m) that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site.
Additionally, you agree not to:
n) contact anyone who has asked not to be contacted outside the context of the community;
o) "stalk" or otherwise harass anyone;
p) collect personal data about other users for commercial or unlawful
q) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Site - unless expressly permitted by us;
8. NO SPAM POLICY
You understand and agree that sending unsolicited email advertisements to our email addresses or through our computer systems, which is expressly prohibited by these TOU, will use or cause to be used servers located in different states. Any unauthorized use of our computer systems is a violation of the TOU and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.) Such violations may subject the sender and his or her agents to civil and criminal penalties.
9. ACCESS TO THE SITE
We grant you a limited, revocable, nonexclusive license to access the Site for your own personal use. This license does not include any collection, aggregation, copying, duplication, display or derivative use of the Site nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by us. A limited exception is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Site, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our robots.txt file. "General purpose internet search engine".
We permit you to display on your website, or create a hyperlink on your website to, individual postings on the Site so long as such use is for noncommercial and/or news reporting purposes only (e.g., for use in personal web blogs or personal online media). If the total number of such postings displayed or linked to on your website exceeds twenty-five (25) postings, your use will be presumed to be in violation of the TOU, absent express permission granted by us to do so. You may also create a hyperlink to the home page of Site so long as the link does not portray us, our employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive matter.
Use of the Site beyond the scope of authorized access granted to you by us immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Site or any Content made available via the Site for other purposes (including commercial purposes) not stated herein, you must first obtain a license from us.
11. TERMINATION OF SITE
You agree that we, in our sole discretion, have the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Site (or any part thereof), immediately and without notice, and remove and discard any Content within the Site, for any reason, including, without limitation, if we believe, in our sole discretion, that you have acted inconsistently with the letter or spirit of the TOU. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to the Site. Further, you agree not to attempt to use the Site after said termination. Sections 2, 4, 6 and 11-15 shall survive termination of the TOU.
12. PROPRIETARY RIGHTS
The Site is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Site is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without our express written consent. You further agree not to reproduce, duplicate or copy Content from the Site without our express written consent, and agree to abide by any and all copyright notices displayed on the Site. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Site. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Site.
Although we do not claim ownership of content that its users post, by posting Content to any public area of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. Furthermore, by posting Content to any public area of the Site, you automatically grant us all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Site by any party for any purpose.
13. DISCLAIMER OF WARRANTIES
YOU AGREE THAT USE OF THE SITE AND SITE IS ENTIRELY AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY WARRANTIES FOR OTHER SITES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE, OR ACCESSED THROUGH ANY LINKS ON THE SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SITE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
14. LIMITATIONS OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SITE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SITE, FROM INABILITY TO USE THE SITE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SITES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR ANY LINKS ON THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR ANY LINKS ON THE SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.
You agree to indemnify and hold Tellagence, Inc., its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, Site providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Site, your use of the Site, your violation of the TOU, your breach of any of the representations and warranties herein, or your violation of any rights of another.
If we are sued or threatened with a lawsuit in connection with Service(s)provided to you, we may turn to you to indemnify us and to hold us harmless from the claims and expenses (including attorney’s fees and court costs). Under such circumstances, you agree that you will, upon demand, obtain a performance bond with a reputable bonding company or, if you are unable to obtain a performance bond, that you will deposit money with us to pay for our reasonably anticipated expenses in relation to the matter for the coming year. Such deposit will be drawn down as expenses are incurred, with all account notices sent to the contact information provided in association with your account. We shall not be obligated to extend you any credit in relation to such expenses and we may terminate the Service for a failure to make or renew such a deposit. We will return any unused deposit upon the later of one year from deposit or the conclusion of the matter.
17. Governing Law and Jurisdiction for Disputes.
Your rights and obligations and all actions contemplated by this agreement shall be governed by the laws of the United States of America and that State of Oregon, as if the Agreement was a contract wholly entered into and wholly performed within the State of Oregon. You agree that any action brought by you to enforce this agreement or any matter brought by you and which is against or involves us and which relates to your use of the Services or the shall be brought exclusively in the United States District Court for the District of Oregon, or if there is no jurisdiction in such court, then in a state court in Multnomah County, Oregon state. You consent to the personal and subject matter jurisdiction of any state or Federal court in Multnomah County, Oregon State in relation to any dispute between you and us under this Agreement. You agree that service of process on you by us in relation to any dispute arising under this Agreement may be served upon you by first class mail to the address listed by you in your account information or by electronically transmitting a true copy of the papers to the email address listed by you in your account information. Our failure to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.
18. VIOLATION OF TERMS
Please report any violations of the TOU, by flagging the posting(s) for review, or by emailing to: firstname.lastname@example.org. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.