AGREEMENT BETWEEN USER AND FOUNDERSCLICK INC
1. Acceptance Of Terms
FoundersClick Inc reserves the right to change the terms, conditions, and notices under which FoundersClick Inc’s Site and Service are offered including but not limited to any payments associated with the use of the FoundersClick Inc Web Site. FoundersClick Inc Site is offered to you, conditioned on your implicit acceptance without modification of the terms, conditions, and notices contained herein. Your use of the FoundersClick Inc Site constitutes your full agreement to all such terms, conditions, and notices. Should you object to any term or condition of these Terms, any policies or guidelines, or any subsequent modifications thereto or become dissatisfied with FoundersClick Inc in any way, your only recourse is to immediately discontinue use of FoundersClick Inc site.
Changes to the Service: We’re constantly modifying and improving the Service. FoundersClick Inc. may introduce new features, change existing features, or remove features from the Service at any time and without notice. If you provide the Company with any feedback on or comments regarding the Service, you grant the Company the right to use such feedback, ideas, or comments for any purpose without restriction or payment to you.
3. Ownership Of The Service
FoundersClick Inc. retains all rights including intellectual property rights, title and interest in the Site, any mobile application(s), Service, technology, Company’s emails and databases, and all underlying technology and data, including any enhancements and improvements thereto as a result of providing the Service hereunder. As between FoundersClick and the user, FoundersClick also retains all rights in and to any technology, data, or software licensed by FoundersClick Inc. for use in the Service.
Creating an Account: In order to use the Service, you may need to create a user account. You agree that you are responsible for all activities that take place on or using your account and that you will take precautions to keep your password and other account information secure. You also agree that you will comply with all applicable laws when accessing or using the Service and you will respect those who you encounter in your use of the Service, including businesses and all other users. The Company reserves the right to terminate an account at any time in its sole discretion. Your user account is for your personal, non-commercial use only. We ask that you provide complete and accurate information about yourself when creating a user account in order to bolster your credibility as a contributor to the Service. You may not impersonate someone else, provide an email address other than your own.
Uploading Content: Some parts of the Service may allow you to upload or submit content (such as text listings, profiles and posts, and responses to blogs, discussions comments polls, ratings, images, links, and other materials). Note that some data you submit will have to first be approved by Company before they are published on its Site. FoundersClick Inc. retains the sole and absolute discretion to reject data entered for any reason whatsoever. You retain all rights to any content that you upload or submit, and are solely responsible for that content. You grant FoundersClick Inc. a non-exclusive, royalty-free, worldwide, transferable, sub-licensable license to use, store, reproduce, modify, create derivative works from, and distribute any such content for the purposes of operating, providing, and improving the Service.You represent and warrant that the data you post and share reflect your true and honest opinions and do not include false information. FoundersClick Inc. may, in its sole discretion, remove or take-down any content that you upload or submit to the Service for any reason, including violation of these Terms or any other policies. Note that user content does not reflect the opinion of FoundersClick Inc.
You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for all Content that you post, email, or otherwise make available via the Service.
You understand that while FoundersClick Inc will randomly monitor what is being posted, it does not control, and is not responsible for Content made available through the Service and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, FoundersClick Inc site and Content available through the Service may contain links to other websites, which are completely independent of FoundersClick Inc. FoundersClick Inc makes no representation or warranty as to the accuracy, completeness, or authenticity of the information contained in any such site. If you link to other websites, you do so at your own risk. 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 FoundersClick Inc 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 Service.
You acknowledge that FoundersClick Inc does not always pre-screen or pre-approve Content, but that FoundersClick Inc shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for any reason or no reason, at any time. We reserve the right to remove, edit, or reinstate user content at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a post if we believe it violates our Content Guidelines (detailed below).
Content Guidelines: Please ensure that your use of the Site and the data you post and the opinions you share are constructive in nature to other users. We encourage you to provide information that will be helpful to users when they are seeking solutions to their requirements. Please refrain from using offensive or derogatory language towards Company and its users.
The following content is not permitted on the Service:
Inappropriate content: You may not engage in any threats, harassment, lewdness, and hate speech, or other displays of bigotry.
Conflicts of interest: Your contributions should be unbiased and objective.
Promotional content: You may not post any promotional content and spam material to your network group or to any user. You can sign up for any specific Service offered by Company to connect with other users.
False content: You may not engage in willful dissemination of information that is considered false. If you unknowingly post any data that is inaccurate, it is your responsibility to correct it and/or remove it promptly when come aware of the inaccuracies through any means including but not limited to by other users. Note that you are entirely and totally responsible for any consequences that result from the content you post.
Intellectual property: Don’t copy or reproduce the content of others without their consent.
Privacy: You may not publicize other people’s private or personal information. You may not post close-up photos or videos of other patrons without their permission, and you may not post other people’s full names unless you’re referring to service providers who are commonly identified by or commonly share their own full names.
No Unlawful or Prohibitive Use: As a condition of your use of the FoundersClick Inc Web Site, you warrant to FoundersClick Inc that you will not use the FoundersClick Inc Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use FoundersClick Inc Web Site in any manner, which could damage, disable, overburden, or impair FoundersClick Inc Web Site or interfere with any other party's use and enjoyment of the FoundersClick Inc Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the FoundersClick Inc Web Site. FoundersClick Inc reserves the right of final decision on the display of content on its site.
5. Links To Third Party Sites
FoundersClick Inc Web Site may contain links to other Web Sites - Sponsored Links and Site Links. These external links are not under the control of FoundersClick Inc and FoundersClick Inc is not responsible for the contents of any of these Site Links, including without limitation any link contained in the sites associated with these links, or any changes or updates to a Linked Site. FoundersClick Inc is not responsible for webcasting or any other form of transmission received from any Linked Site. FoundersClick Inc is providing these links to you only as a convenience to its users, and the inclusion of any link does not imply endorsement by FoundersClick Inc of the site or any association with its operators.
Third-Party Content and Disputes
You agree that the Company could facilitate connections to other users and businesses through its Service per your request and consent, but does not assume any responsibility for any content, products, services, websites, advertisements, offers, or information regarding third parties such as alliances, partners, suppliers or any user and businesses that is made available through the Service. If you purchase, use, interact with or access (whether online or offline) services, products, content, advertisements, offers, or information from or relating to any third parties, (including recommending or endorsing any of businesses on the Company’s website) you agree that you do so at your own risk and that FoundersClick will have no liability based on such interaction, access, use or purchase.
Further, any dispute you have with any third party in connection with your use of the Service is directly between you and such third party. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE FOUNDERSCLICK INC. FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
6. Use Of Connect Services
The FoundersClick Inc Web Site may contain bulletin board services, chat areas, news groups, discussion forums, blogs, groups and communities, personal web pages, emails, calendars, and/or other messaging or communication facilities designed to enable you to communicate with other users, partners, businesses or with a group (collectively, "Connect Services"), you agree to use Connect Services only to post, send and receive messages and material that are proper and related to the particular Connect Service.
By way of example, and not as a limitation, you agree that when using a Service related to Connect Service, you will not:
Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information.
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's a computer.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Connect Services specifically allows such messages.
Conduct or forward surveys, contests, pyramid schemes, or chain letters.
Download any file posted by another user of a Link Service that you know, or reasonably should know, cannot be legally distributed in such a manner.
Falsify or delete any author attributions, legal or other proper notices or proprietary designations, or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Connect Services.
Violate any code of conduct or other guidelines, which may be applicable for any particular Connect Service.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Violate any applicable laws or regulations.
FoundersClick Inc has no obligation to monitor the Connect Services. However, FoundersClick Inc reserves the right to review materials posted to a Connect Service and to remove any materials at its sole discretion. The FoundersClick Inc reserves the right to terminate your access to any or all of the Link Service at any time without notice for any reason whatsoever.
FoundersClick Inc reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in FoundersClick Inc' sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Connect Services FoundersClick Inc does not control or endorse the content, messages, or information found in any Connect Services and, therefore, FoundersClick Inc specifically disclaims any liability with regard to the Link Services and any actions resulting from your participation in any Link Service.
FoundersClick Inc views do not necessarily reflect those posted on its website by its members or by any of those through the Link services. For any complaints on the misuse of FoundersClick Inc, please email [email protected] .
7. User Communications
FoundersClick Inc. provides features that enable you to interact with other users on the Service. By accessing or using the Service, you consent to receive communications from other users, through the Service, or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls (if you have provided such contact information to us for your account). These communications may promote the Service or Businesses listed on the Service and may be initiated by the Company, or other businesses listed on the Service, or other users. Please note that any communications, with Company or user-made through the Service may be monitored and recorded for training and/or quality assurance purposes.
If you do not wish to receive promotional emails, text messages, or other communications, you may opt-out of such communications at any time by sending us an email at [email protected] You may also opt-out of receiving such messages
8. Materials Provided To/Or Posted At FoundersClick Inc Website.
FoundersClick Inc does not claim ownership of the materials you provide to FoundersClick Inc (including feedback and suggestions) or post, upload, input or submit to any FoundersClick Inc Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing, or submitting your Submission you are granting FoundersClick Inc, its affiliated companies, and necessary sublicensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. FoundersClick Inc is under no obligation to post or use any Submission you may provide and may remove any Submission at any time at FoundersClick Inc' sole discretion.
By posting, uploading, inputting, providing, or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
9. Liability Disclaimer
The information, software, products, and services included in or available through the FoundersClick Inc Site may include inaccuracies or typographical errors. Changes are periodically added to the information herein. FoundersClick Inc, and/or its alliances and suppliers may make improvements and/or changes to the FoundersClick Inc website at any time.
Advice or any information of data received via FoundersClick Inc website should not be relied upon for personal, medical, legal, or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation.
FoundersClick Inc and/or its alliances and suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained on the FoundersClick Inc web site for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided "as is" without warranty or condition of any kind. FoundersClick Inc and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.
10. Termination/Access Restriction
FoundersClick Inc Web site reserves the right, in its sole discretion, to terminate your access to the FoundersClick Inc Web Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, the Terms in this agreement is governed by the laws of the State of California U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts of California U.S.A. in all disputes arising out of or relating to the use of the FoundersClick Inc Web Site. Use of the FoundersClick Inc Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and FoundersClick Inc as a result of these Terms of the FoundersClick Inc Web Site. FoundersClick Inc' performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of FoundersClick Inc' right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the FoundersClick Inc Web Site or information provided to or gathered by FoundersClick Inc with respect to such use.
11. SERVICES PROVIDED AS-IS AND RELEASE OF CLAIMS
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOUNDERSCLICK INC. DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, MERCHANTABILITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOUNDERSCLICK INC MAKES NO REPRESENTATION, WARRANTY, CONDITIONS, OR GUARANTEE (I) REGARDING THE RELIABILITY, QUALITY, SUITABILITY, ACCURACY, OR AVAILABILITY OF THE SERVICE, ANY REVIEWS, RATING, OR INFORMATION AVAILABLE ON THE SERVICE, AND ANY OTHER INFORMATION OR SERVICES PROVIDED BY FOUNDERSCLICK INC OR OTHER BUSINESS LISTED ON THE FOUNDERSCLICK INC. SITE AND SERVICE, OR (II) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. FOUNDERSCLICK DOES NOT GUARANTEE THE AVAILABILITY, COMPETENCE, TRAINING, OR ABILITY OF ITS USERS INCLUDING BUSINESSES LISTED ON THE SERVICE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING CONNECTING WITH ANY USER OR USING THEIR SERVICES OF ANY OTHER BUSINESSES LISTED ON THE SERVICE, REMAINS SOLELY WITH YOU.
FOUNDERSCLICK INC. DOES NOT WARRANT THAT THE SERVICE AND ANY CONTENT THEREON OR ANY MATERIALS RECEIVED THEREFROM ARE FREE OF ERRORS, COMPUTER VIRUSES, OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT THEREON OR MATERIALS RECEIVED THEREFROM RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN FOUNDERSCLICK INC. WILL NOT BE RESPONSIBLE FOR THOSE COSTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER FOUNDERSCLICK INC. NOR ITS AFFILIATES, ALLIANCES, EMPLOYEES, OR AGENTS WILL BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF USER OR BUSINESSES LISTED ON THE SERVICE.
Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other jurisdictions), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or she must, would have materially affected his or her settlement with the debtor or released party
12. LIMITATION OF LIABILITY
THIS PROVISION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT SHALL FOUNDERSCLICK INC (INCLUDING ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, INACCURACY OF MATERIALS, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF FOUNDERSCLICK INC OR FOUNDERSCLICK INC’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL FOUNDERSCLICK INC. (INCLUDING ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR USE OF THE SERVICE EVEN IF FOUNDERSCLICK INC OR FOUNDERSCLICK INC ‘AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOUNDERSCLICK INC AND ITS AFFILIATES WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES FOR MORE THAN THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO FOUNDERSCLICK INC, FOR THE PAST 12 MONTHS OF THE SERVICE.
You agree to defend, indemnify and hold harmless FoundersClick Inc. and its officers, directors, employees, agents, and affiliates (each, an "Indemnified Party") from and against any losses, claims, actions, costs, damages, penalties, fines, and expenses, including without limitation attorneys’ and experts’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (i) your unauthorized use of the Service (ii) any breach by you of these Terms, and/or (iii) your offline activity related to your use of the Service, including without limitation any actual or alleged violation of any law, rule or regulation.
You can stop using the Service at any time and without notice to us. Similarly, FoundersClick Inc. may terminate access to the Service to you or any other users or stop offering all or part of the Service at any time without notice. Such termination will not relieve you of any obligations under these Terms which are expressly or by implication intended to survive termination.
15. Governing Law; Waiver Of Jury Trial
These Terms, the Service, and the transactions contemplated hereby, and all related disputes between the parties arising from or relating to these Terms shall be governed by the laws of the State of California, without reference to California’s conflict of laws principles, and any related legal actions must be brought in the court of appropriate jurisdiction in the County of Santa Clara, California, which shall have exclusive jurisdiction. as the first step for any legal remedies and upon mutual consent, all claims and disputes arising under or relating to this agreement are to be first settled by a non-binding arbitration in the State of California, in a mutually agreed upon competent jurisdiction and through a mutually agreed-upon arbitrator. An award of arbitration shall be confirmed in a court of competent jurisdiction. You hereby waive any claim of lack of jurisdiction or inconvenient forum. YOU AND WE WAIVE TRIAL BY JURY IN ANY LEGAL ACTION ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS. The prevailing party in any such legal action shall be entitled to an award of its reasonable legal fees and costs.
16. Entire Agreement And Severability
These Terms, subject to any amendments, modifications, or additional agreements you enter into with FoundersClick Inc, shall constitute the entire agreement between you and FoundersClick Inc. with respect to the Service and any use of the Service. If any provision of these Terms is found to be invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.
17. No Waiver
FoundersClick Inc’s failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.
You may not assign any of your rights, licenses, or obligations under these Terms. Any such attempt at assignment by you shall be void. FoundersClick Inc may assign its rights, licenses, and obligations under these Terms without limitation.
19. Changes To The Terms
We may make changes to these Terms from time to time. When we do so, we will post the most current version of the Terms on FoundersClick’s website and, if a revision to the Terms is material, FoundersClick Inc will notify you of the new Terms (for example, on the website). Changes to these terms will not apply retroactively. Your continued use of the Site or Service is conditioned upon your acceptance of the latest version of the Terms of Service accessible on the website or the Service at the time of your use.
20. Copyright And Trademark Policy
FoundersClick Inc respects the intellectual property rights of others and has implemented a copyright and trademark policy in accordance with the Digital Millennium Copyright Act and other relevant laws. FoundersClick Inc will respond to valid notices of copyright infringement and reserves the right to terminate any users, at FoundersClick Inc’s sole discretion and without notice, who repeatedly infringe copyrights or other intellectual property rights.
Note that as a user, you agree that you take full legal responsibility for any damages including and not limited to copyright infringements penalties, costs, and any other form of liability arising from any communications, material, or data you post or share on FoundersClick Site or in the use of its Services.
If you believe any content posted or made available on the Service constitutes an infringement of your copyright rights, you may send an email notice of infringement to FoundersClick Inc. designated Copyright Agent – [email protected] In your notice, please specify the nature of the copyright infringement and include the following information: (a) an electronic or physical signature of the owner of the copyright in question or a person authorized to act on behalf of the owner of the copyright; (b) a description of the claimed infringing material as well as identification of the claimed infringing material, including the location of such material on the Service (e.g., the URL of the claimed infringing material if applicable or other means by which FoundersClick Inc may locate the material); (c) complete contact information, including the name of the owner of the copyright and your name, title, address, telephone number, and email address; (d) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner.
ATTN: Copyright Agent
If you have any questions or comments about these Terms, please contact FoundersClick Inc by email at [email protected]