THIS IS A LEGAL CONTRACT BETWEEN YOU AND PROFIT AND LAWS, INC.
This USER AGREEMENT (this “User Agreement”) is a legal contract between you and Profit and Laws, Inc., an Illinois corporation, and contains the terms and conditions for access to and use of the website located at www.profitandlaws.com (the “Site”).
YOUR ACCESS TO THE SITE (other than to read this User Agreement for the first time) CONSTITUTES YOUR ACCEPTANCE OF THIS USER AGREEMENT AND YOUR AGREEMENT TO BE BOUND BY THIS USER AGREEMENT. IN ADDITION, YOUR SUBSCRIPTION TO THIS SITE WILL CONSTITUTE YOUR ACCEPTANCE, CONFIRMATION AND REAFFIRMATION OF THIS USER AGREEMENT. This User Agreement contains a binding arbitration requirement in Section 11.2.
IF YOU DO NOT AGREE TO ANY TERM IN THIS USER AGREEMENT, DO NOT CONTINUE TO ACCESS AND USE THIS SITE.
1. AMENDMENTS AND CHANGES
1.1 Changes to Site. We have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, services, access rights, products, content, hours of availability, and equipment needed for access or use.
2. USE AND ACCESS. For so long as we provide you with access to the Site, you will have access to certain features and services appearing on the Site.
3. BASIC USAGE RULES
3.1 Postings. You shall use the Site for lawful purposes only. You shall not post or transmit through the Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law, or which, without our express prior approval, contains advertising or any solicitation with respect to products or services. You shall not upload, post or otherwise make available on the Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of the Site, YOU AUTOMATICALLY GRANT, OR WARRANT THAT THE OWNER OF SUCH MATERIAL HAS EXPRESSLY GRANTED TO US, PROFIT AND LAWS, INC., THE ROYALTY-FREE, PERPETUAL, IRREVOCABLE, NON-EXCLUSIVE RIGHT AND LICENSE TO USE, REPRODUCE, MODIFY, ADAPT, PUBLISH, TRANSLATE AND DISTRIBUTE SUCH MATERIAL (IN WHOLE OR IN PART) WORLDWIDE AND/OR TO INCORPORATE IT IN OTHER WORKS IN ANY FORM, MEDIA OR TECHNOLOGY NOW KNOWN OR HEREAFTER DEVELOPED FOR THE FULL TERM OF ANY COPYRIGHT THAT MAY EXIST IN SUCH MATERIAL. You also permit any other user to access, view, store or reproduce the material for that user’s personal use. You hereby grant us, PROFIT AND LAWS, INC., the right to edit, copy, publish and distribute any material made available on the Site by you. Any postings we find offensive will be deleted. Any conduct by you that in our discretion restricts or inhibits any other user from using or enjoying the Site will not be permitted. You shall not use the Site to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line services without our express written permission.
3.2 Our Content. The Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Site are copyrighted under the United States copyright laws. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download copyrighted material for your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our express, written permission and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.
3.3 Equipment. You shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site and all charges related thereto.
4. POSTING RULES
4.1 Terms and Conditions for Postings
(a) You must be 16 years old or older to post messages to this Site.
(b) All messages to this Site may be, at our election, immediately posted and may not be, at our election, monitored or screened. We have the right (but not the obligation) to remove or edit any generally objectionable material. Therefore you acknowledge that all posts made to this Site express the views and opinions of the author and not Profit and Laws, Inc., www.profitandlaws.com or their respective designees and hence will not be held liable.
(c) You agree not to post any abusive, obscene, vulgar, slanderous, hateful, threatening, or any other material that may violate any applicable laws. Doing so may lead to you being immediately and permanently banned (and your service provider being informed). The IP address of all posts may be recorded to aid in enforcing these conditions.
(d) You agree that we have the right (but not the obligation) to remove, edit, move or close any topic at any time in any manner whatsoever.
(e) You agree that any information, works of authorship, or other messages you provide or are collected through your posts to this Site can be stored in a database, used by us in any manner, in any medium, for commercial, artistic, advertising or marketing purposes, without any compensation to you of any kind.
4.2 Use of the Site
(a) You may use the Site solely for your personal use. You acknowledge and agree that we do not control all content posted to the Site, including the content of any messages or reviews and do not guarantee the accuracy, integrity or quality of such content. You further understand and agree that (i) we do not necessarily endorse, support, sanction, encourage, verify, or agree with the comments, opinions, or statements or other content posted on or otherwise displayed on or transmitted via the Site, or (ii) make any promises, guarantees or warranties with respect to any of the content or products, services, information, content or materials featured or mentioned on the Site. You understand that, by using the Site, you may be exposed to content that is offensive, indecent or objectionable.
(b) IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS OF ANY NATURE WHATSOEVER ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY USER CONTENT, ANY ERROR OR OMISSION IN ANY USER CONTENT, ANY CLAIM THAT ANY USER CONTENT IS DEFAMATORY, LIBELOUS OR VIOLATES ANY RIGHT OF ANY THIRD PARTY, OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY. YOU EXPRESSLY AGREE THAT YOU BEAR ANY AND ALL RISKS ASSOCIATED WITH YOUR ACCESS TO, CONTRIBUTION TO, USE OF AND/OR RELIANCE ON CONTENT ON THE SITE.
4.3 Restrictions on Rights to Use. Without limiting the generality of other provisions of this User Agreement, you agree you shall not (and you agree not to allow any other individual or entity to):
(a) download, modify, reproduce, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell, rent, license or in any way commercially exploit any portion of the Site, except and to the extent expressly permitted under this User Agreement;
(b) remove any copyright, trademark or other proprietary rights notice contained in or on the Site;
(c) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site;
(d) collect any information about other users (including usernames and/or email addresses) for any purpose other than to solicit and/or share reviews with other users;
(e) reformat or frame any portion of any web pages that are part of the Site;
(f) create user accounts by automated means or under false or fraudulent pretenses;
(g) create or transmit to other users unsolicited electronic communications, such as “spam,” or otherwise interfere with other users’ enjoyment of the Site;
(h) submit to the Site any content that falsely states or implies that such content is sponsored or endorsed by the Site;
(i) transmit or upload to the Site any item containing or embodying any virus, worm, defect, Trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of the Site, any other web site, or any computer or other device or system, or the enjoyment of the Site by any user;
(j) use the Site to violate the security of or gain unauthorized access to any computer or computer network or other device or system (including unauthorized attempts to discover passwords or security encryption codes);
(k) submit to the Site any content that is unlawful or facilitates, constitutes, promotes or encourages illegal activity; or otherwise use the Site to transfer or store illegal material, including any material deemed threatening or obscene;
(l) copy or store any content offered on the Site other than for your personal use;
(m) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on the Site;
(n) use the Site and/ or any content available on the Site, intentionally or unintentionally, to violate any applicable local, state, federal or international law; or
(o) collect or store personal data about other users in connection with the prohibited activities described in this section.
4.4 Content Posted By You on the Site. Without limiting the generality of any other provisions of this User Agreement, you agree:
(a) You may not post, upload or transmit any content that (i) infringes or otherwise violates any copyright, patent, trademark, trade secret, publicity or privacy right or other proprietary right of any party, or (ii) is proprietary to a third party, without such third party’s prior written consent.
(b) You understand and agree that we do not monitor but reserve the right to review and delete any content that, in our sole discretion, (i) violates this User Agreement, (ii) is offensive or illegal, or (iii) may harm, violate the rights of or threaten the safety of any user and/or any other individual or entity.
(c) You are solely responsible for any content you post, publish or display on the Site or transmit to Users.
(d) You will post only content you believe in good faith to be true and accurate, and you will not post to the Site any content that is false, inaccurate, misleading or fraudulent.
4.5 You Grant Us All Rights. By uploading or posting works of authorship, images, text, prose, or any other material to the Site, you hereby grant, and represent and warrant that you have all rights and authority necessary to grant, (i) us, our designees, successors, assigns, contractors and partners an irrevocable, perpetual, non-exclusive, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such material and to prepare derivative works based on, or incorporate into other works, such material, with or without attribution; and (ii) all users an irrevocable, perpetual, non-exclusive, royalty-free license to use such material for each personal use. You hereby irrevocably waive and assign to us any and all so-called moral rights or “droit moral” you may have in or with respect to any content you post to the Site.
5. PRIVACY, MONITORING AND DISCLOSURE, BREACH
5.3 Disclosure of Information. As permitted by applicable law, we reserve the right to report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect our systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of the Site or other purposes we deem reasonable, we may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addresses and traffic information, usage history and posted content.
6. OUR RIGHT TO TERMINATE
6.1 Breach. Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access to the Site and refuse to provide services to you: (a) if you breach this User Agreement or the documents it incorporates by reference; (b) if we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause legal liability for you, other Site users or us.
6.2 Termination. We may terminate this Agreement or your access to the Site at any time in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable. The provisions of Sections 2 will expire upon termination of this User Agreement; all other provisions and sections of this User Agreement will survive such termination and remain evergreen.
7. No Warranties. THE SITE IS PROVIDED ON AN “AS IS” BASIS. CUSTOMER’S USE OF THE SITE IS AT CUSTOMER’S OWN AND SOLE RISK. WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
7.1 THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
7.2 THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR;
7.3 THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF OFFER, LAWFUL TO SELL, OR THAT CERTIFIED MERCHANTS WILL PERFORM AS PROMISED;
7.4 ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
7.5 ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE.
7.6 TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL SUCH WARRANTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WHICH YOU OBTAIN FROM US OR THROUGH THE USE OF SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER AGREEMENT.
8.1 YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
8.2 IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING OUT OF THE USE, OF OR INABILITY TO USE THE SITE.
8.3 IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER WE, NOR OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED ON THE SITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US AND OUR SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING FROM OR IN CONNECTION WITH (A) YOUR BREACH OF THIS USER AGREEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE; (B) YOUR VIOLATION OF ANY STATE, FEDERAL FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; AND/OR (C) YOUR VIOLATION OF ANY THIRD PARTY’S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS. THIS OBLIGATION WILL SURVIVE THE TERMINATION OF THIS USER AGREEMENT.
10. INTELLECTUAL PROPERTY
10.1 Trademarks. All names, logos and tag lines associated with the Site are trademarks of Profit and Laws, Inc. and its subsidiaries. All rights reserved. All other trademarks appearing on the Site are the property of their respective owners. This User Agreement does not constitute a license to use any such trademarks.
10.2 Copyrights and Copyright Agent. We respect the rights of all copyright holders and in this regard, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of subscribers and account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. ¤ 512:
(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 copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(d) Information reasonably sufficient to permit us to contact 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 you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our Copyright Agent to receive the foregoing information related to copyright infringement or defamation on its site is:
11. Applicable Law and Dispute Resolution.
11.1 Governing Law/Consent to Jurisdiction. Any actions arising out of, or in any manner affecting the interpretation of, this User Agreement as they pertain to the the Site, any other service or product, whether under this User Agreement or otherwise shall be governed solely by, and construed solely in accordance with, the laws of the United States and State of Illinois, excluding (i) conflict of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. YOU HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF COURTS LOCATED IN CHICAGO, ILLINOIS FOR LITIGATION OF DISPUTES UNDER THIS USER AGREEMENT.
11.2 Arbitration. Notwithstanding the previous section, YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS USER AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN CHICAGO, ILLINOIS, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS.
12. GENERAL PROVISIONS
12.1 Entire Agreement. This User Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter hereof.
12.2 No Agency; Third-Party Beneficiary. We are not your agent, fiduciary, trustee or other representative. Nothing expressed or mentioned in or implied from this User Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this User Agreement. This User Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of Profit and Laws, Inc. and you.
12.3 Severability. If any provision of this User Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
12.4 No Waiver. Our failure to enforce the strict performance of any provision of this User Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this User Agreement.
12.5 Headings. The section headings used herein are for convenience only and shall not be given any legal import.
12.6 Assignment and Delegation. We, Profit and Laws, Inc., may assign all or any part of this User Agreement and delegate all or any part of our obligations hereunder to, and may substitute for Profit and Laws, Inc., any third party, any successor, any assign in our discretion without notice to you and without your consent. This User Agreement will bear on our successors and assigns.