Terms of service
Welcome! GoodSearch.com (this "Site"), which includes GoodSearch, GoodShop and other related sites (each, a "Service" and, collectively, the "Services"), is owned and operated by GoodSearch, Inc. ("GoodSearch", "we", "us" or "our"). BEFORE USING THIS SITE OR SETTING UP YOUR ACCOUNT WITH GOODSEARCH, PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE ("TERMS" OR "AGREEMENT"). THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. ACCESS TO AND USE OF THIS SITE AND THE SERVICES IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS. YOUR USE OF THIS SITE AND SERVICES CONSTITUTES YOUR AGREEMENT TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THIS SITE OR SERVICES. PLEASE NOTE THAT ANY VIOLATION OF THESE TERMS MAY RESULT IN TERMINATION OF YOUR ABILITY TO ACCESS AND USE THE SERVICES.
BY USING THE SITE, YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT. We reserve the right at any time to change all or any part of these Terms or the Services. Any changes we make will be effective immediately upon notice, which we may provide by any means including, without limitation, posting on the Site or by electronic mail. Your continued use of the Services after such notice will be deemed acceptance of such changes. You can determine when these Terms were last revised by referring to the "Last Updated" legend at the top of these Terms. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms. Upon our request, you agree to sign a non-electronic version of these Terms. You agree that we shall not be liable to you or to any third party for any elimination or discontinuation of any content on or feature of the Service, or for any change in any fees or charges for use of the Service.
Notice Regarding Children Under 13
GoodSearch is concerned about the safety and privacy of all its users, particularly children. For this reason, children under the age of 13 are prohibited from using the service without supervision by a legal guardian. Please remember that the Services are designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the Services and Content (defined below) is appropriate for your child.
Username and Password
As part of the account set-up and registration process, you may be asked to select a username and password. We may refuse to grant you a username for any reason in our sole discretion, including in the event that we determine that such user name impersonates someone else, is illegal, vulgar, or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Service to any third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES (INCLUDING PURCHASES, AS APPLICABLE) THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
Participation by Nonprofits
Participation in the Services is subject to GoodSearch prior approval. GoodSearch reserves the right to refuse participation to any organization, including nonprofits and schools, at any time in its sole discretion.
By submitting an application to participate in the Services (which you can find here:http://www.goodsearch.com/addcharity.aspx) you represent and warrant that you: 1) have the right to enter into and perform this agreement with GoodSearch including, but not limited to, the consent of the charity or school to use its name and/or logo, and 2) that the information in your application is true, complete and current. By participating in the Services, you grant GoodSearch a worldwide right to: 1) display your listing on our Site; 2) promote your organization as part of the Services online, in print and any other media; and 3) display your trademark, logo, slogans and other source or business identifiers as you provide to GoodSearch in promotion of your organization.
GoodSearch grants you a non-exclusive, non-transferable license during your participation in the Services to use the Services names and logos on your site, in print and other media.
You may terminate your relationship with GoodSeach and our right to use your name and logo at any time by giving written notice and GoodSearch will cease all such use. GoodSearch acknowledges that you retain all right, title, and interest in and to your name and logo and reserves all rights not expressly granted.
GoodSearch may terminate this agreement or remove your listing from the Site at any time for any reason. Upon receipt of written notice of termination from GoodSearch, you must promptly remove the logo and disable the links from your site to the Services. Upon termination, GoodSearch will mail you a check within ten days for any donations earned.
For revenue earned and collected from qualifying searches on goodsearch.com each selected charity will receive a proportion of the revenue we allocate to charity equivalent to the proportion in which that selected charity's supporters use the website relative to the supporters of other listed charities. To determine the amount paid to the selected charity, we will allocate the lesser of $0.01 per search or 50% of revenues to determine the earnings per search, which we then multiply by that selected charity's relative proportion of searches. For instances where a search is done without selecting a charity, the proportional revenue attributed that search will be used to fund our operations.
For qualifying purchases through GoodShop, each listed nonprofit organization will receive a percentage of qualifying purchases from a participating merchant based on the corresponding percentage applicable to that participating merchant, as listed at www.goodshop.com For instances where a qualifying purchase is made without the user selecting a charity, the revenue attributed to that purchase will be used to fund our operations.
GoodSearch will send each listed nonprofit organization a check once a year, provided the organization has accrued $10 or more (cumulative from all Services). If the organization has earned less than $10, the funds will be allocated on a pro rata basis to those organizations that have met the minimum payment requirement.
Checks not cashed within one (1) year after issue will be deemed null and void, and all corresponding funds will instead be donated on behalf of the payees to nonprofit causes designated by GoodSearch management.
Notwithstanding the foregoing, GoodSearch shall not be liable for any payment based on any amounts that result from invalid queries or invalid clicks on ads generated by any person, bot, automated program or similar device, as reasonably determined by GoodSearch, including without limitation through any clicks or impressions originating from your IP addresses or computers under your control.
To ensure proper payment, organizations are solely responsible for providing and maintaining accurate contact and payment information associated with their account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. Organizations agree to pay all applicable taxes or charges imposed by any government entity in connection with their participation in the Program. GoodSearch may change its pricing and/or payment structure at any time. If you dispute any payment, you must notify GoodSearch in writing within thirty (30) days of any such payment; failure to so notify GoodSearch shall result in the waiver by you of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by GoodSearch. No other measurements or statistics of any kind shall be accepted by GoodSearch or have any effect under this Agreement.
Content and User conduct
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not GoodSearch, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. GoodSearch does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will GoodSearch be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services. You agree to not use the Services to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- impersonate any person or entity, including, but not limited to, a GoodSearch official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;
- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, including using any device, software or routine to bypass our robot exclusion headers;
- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
- provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- "stalk" or otherwise harass another; and/or
- collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.
- engage in any solicitation activities in California that refers potential customers to out-of-state GoodShop retailers, including, but not limited to, distributing flyers, coupons, newsletters, and other printed promotional materials or electronic equivalents, verbal soliciting (for example, in-person referrals), initiating telephone calls, and sending emails.
You acknowledge that GoodSearch may or may not pre-screen Content, but that GoodSearch and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Services. Without limiting the foregoing, GoodSearch and its designees shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by GoodSearch or submitted to GoodSearch, including without limitation information in GoodSearch Message Boards and in all other parts of the Services.
You acknowledge, consent and agree that GoodSearch may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of GoodSearch, its users and the public.
You understand that the Services and software embodied within the Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by GoodSearch and/or content providers who provide content to the Services. You may not attempt to override or circumvent any of the usage rules embedded into the Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Services, in whole or in part, is strictly prohibited.
GoodSearch does not claim ownership of Content you submit or make available for inclusion on the Services. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Services, you grant GoodSearch the following worldwide, royalty-free and non-exclusive license(s), as applicable: the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Services solely for the purposes of providing and promoting the services. This license exists only for as long as you elect to continue to include such Content on the Services and will terminate at the time you remove or GoodSearch removes such Content from the Services.
Content Linked to by GoodSearch
The sites displayed as search results or linked to by the GoodSearch service are developed by people over whom GoodSearch exercises no control. The search results that appear from GoodSearch's search engine partner's indices are indexed by GoodSearch's search engine partner's automated machinery and computers, and GoodSearch cannot and does not screen the sites before including them in the indices from which such automated search results are gathered. A search using the GoodSearch service may produce search results and links to sites that some people find objectionable, inappropriate, or offensive. We cannot guarantee that a GoodSearch search will not locate unintended or objectionable content and assume no responsibility for the content of any site included in any search results or otherwise linked to by the GoodSearch Services.
You may not take the results from a GoodSearch search and reformat and display them, or mirror the GoodSearch home page or results pages on your Web site. You may not "meta-search" GoodSearch. If you are interested in adding a GoodSearch search box to your web site or your company's web site, please contact us.
You shall not, and shall not authorize or encourage any third party to directly or indirectly generate queries, impressions of or clicks on any search results, links and/or ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software.
Goodshop may offer rewards or monetary bonuses for registration, for referring other new members, for shopping, or for other specific actions. The terms and conditions accompanying such offers will govern how they are earned and paid if they differ from the description below. To qualify for a sign-up reward, a new member must make a minimum qualifying purchase totaling at least twenty-five dollars ($25.00) within ninety (90) days of becoming a member. To qualify for a referral bonus, a member must refer a new member who establishes their own account and makes their own minimum qualifying purchase totaling at least twenty-five dollars ($25.00) within the first ninety (90) days of becoming a member. Note that sign-up and referral bonuses are given for the purpose of attracting brand new members to Goodshop. An individual person is only eligible for one sign-up reward and may earn only one referral bonus per individual person referred. E-Gift cards or bonuses are only earned when new member makes minimum qualifying purchase at partner merchants that offer donations to causes.To be sent a gift card bonus, member must have a valid email address in the United States or Canada only. Gift card vendors may be substituted without notice based on availability.
Dealings with Advertisers
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that GoodSearch shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services.
Third-Party Websites, Software and Services
YOU AGREE THAT YOUR USE OF THIRD PARTY WEB SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEB SITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
We shall have the right, at any time and in our sole discretion, to block links to the Service through technological or other means without prior notice.
Intellectual Property Policy
GoodSearch is committed to protecting copyrights and expects users of the Service to do the same. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on or through the Service infringes your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Service; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov/ for details. DMCA notices and counter-notices regarding the Service should be sent to:
[P.O. Box 492176
Los Angeles, CA 90049]
You agree to indemnify, defend and hold us, our affiliates, distributors, partners, licensors, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from (a) your breach of these Terms; (b) your Content submissions; and/or (c) your activities in connection with the Services (including, without limitation, any and all purchases).
Disclaimer of Warranties
THE SERVICES, AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH NO WARRANTIES WHATSOEVER. GOODSEARCH AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. GOODSEARCH AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. GOODSEARCH AND ITS LICENSORS DISCLAIM, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES. GOODSEARCH AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICES.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL GOODSEARCH OR ITS AFFILIATES, PARTNERS, ADVERTISERS OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF GOODSEARCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICES, FROM INABILITY TO USE THE SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Without limiting the foregoing, under no circumstances shall GoodSearch or its affiliates, partners, advertisers or licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
Policy for Idea Submission
Many of our customers are interested in submitting ideas and suggestions for products and services to be used at GoodSearch, either independently of, or in conjunction with, our internally developed concepts. We appreciate our customers' interest in improving the Services; however, please note that any such ideas or suggestions that you submit will be owned by GoodSearch, and you hereby irrevocably assign any intellectual property rights in such ideas and suggestions to GoodSearch. In the event that the foregoing assignment is held to be ineffective for any reason, your ideas and suggestions will be treated as Content submissions and subject to the license granted to GoodSearch above. If you intend to retain any intellectual property rights in your ideas and suggestions (patent, trade secrets, copyright, trademark, etc.), please do not submit them to us without our prior written approval. You can inquire regarding such approval by sending a letter to GoodSearch, Inc. [P.O. Box 492176, Los Angeles, CA 90049] Attn: Idea Submission. If we are interested in pursuing any idea or suggestion of yours, we will contact you. Please note that an additional legal agreement may be required by GoodSearch in order to evaluate your idea or suggestion.
Intellectual Property Notices
The Services are © 2011 GoodSearch, Inc. All rights reserved.
All trademarks and service marks on the Services not owned by us are the property of their respective owners. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.
The Services are controlled and operated by GoodSearch from the United States, and is not intended to subject GoodSearch to the laws or jurisdiction of any state, country or territory other than that of the United States. GoodSearch does not represent or warrant that the Services or any part thereof is appropriate or available for use in any particular jurisdiction. Those who choose to access the Service do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the Services' availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
Term and Termination
These Terms shall remain effective until terminated as set forth herein. We may, in our sole discretion, immediately terminate these Terms, and/or your access to and use of the Servicse or any portion thereof, at any time and for any reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon termination of these Terms, your right to access and/or use the Services will immediately cease. You agree that any termination of your access to or use of the Services may be effected without prior notice, and that we may immediately deactivate or delete your password and user name, and all related information and files associated with it (including all Content submissions), and/or bar any further access to such information or files. You agree that we shall not be liable to you or any third party for any termination of your access to the Services or to any such information or files, and shall not be required to make such information or files available to you after any such termination.
These Terms are governed by and construed in accordance with the laws of the State of California, United States of America, without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in Los Angeles County, California, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of these Terms, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible, or, if incapable of such enforcement, shall be deemed to be deleted from these Terms, and the remainder of these Terms and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This is the entire agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter. These Terms are not assignable, transferable or sublicenseable by you except with our prior written consent; we may assign our rights and delegate our duties hereunder without your consent. These Terms may not be modified or amended except as set forth in the introductory section of these Terms. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. Unless otherwise required by law, any action or proceeding by you to enforce an obligation, duty or right arising under these Terms of Service or by law involving the Services must be commenced no later than one (1) year after the cause of action accrues.
If you have any questions or comments regarding these Terms, please contact: firstname.lastname@example.org.
last updated October 19, 2011