Last Revision: November
28, 2007
TheGradPlace.com Terms of Use
THESE TERMS OF
USE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS,
REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS,
EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW
DISPUTES WILL BE RESOLVED.
Welcome to TheGradPlace.com, an
online graduation announcement publication that publishes your
commencement information so others can see it. TheGradPlace.com
service and network (collectively, "TheGradPlace.com" or "the
Service") are operated by Straightway Solutions, LLC. and its
corporate affiliates (collectively, "us", "we" or "the Company"). By
accessing or using our web site at www.thegradplace.com or the by
posting an online graduation announcement, you (the "User") signify
that you have read, understand and agree to be bound by these Terms
of Use ("Terms of Use" or "Agreement"). We reserve the right, at our
sole discretion, to change, modify, add, or delete portions of these
Terms of Use at any time without further notice. If we do this, we
will post the changes to these Terms of Use on this page and will
indicate at the top of this page the date these terms were last
revised. As the user, it is your responsibility to check the Site to
review and determine the changes to these Terms of Use. Your
continued use of the Service or the Site after any such changes
constitutes your acceptance of the new Terms of Use. If you do not
agree to abide by these or any future Terms of Use, it is your
responsibility to cease the use or access (or continue to use or
access) the Service or the Site.
1. Eligible Users.
Registration for the Service is
void where prohibited. This Site is only intended for users who are
thirteen (13) years of age or older. Any registration by, use of or
access to the Site by anyone under 13, is unauthorized, unlicensed
and in violation of these Terms of Use. By using the Service or the
Site, you represent and warrant that you are 13 or older, and that
you agree to and to abide by all of the terms of use.
The Company may terminate,
delete, or suspend your online graduation announcement and any
content or information that you have posted on the Site or through
any Platform Application and/or prohibit you from using or accessing
the Service or the Site or any Platform Application (or any portion,
aspect or feature of the Service or the Site or any Platform
Application) for any reason, or no reason, at any time in its sole
discretion, with or without notice, including if it believes that
you are under 13.
2. Registration.
In consideration of your use of
the Site, you agree to (a) provide accurate, current and complete
information about you as may be prompted by any registration forms
on the Site ("Registration Data"); (b) maintain the security of any
password and identification; (c) maintain and promptly update the
Registration Data, and any other information you provide to Company,
to keep it accurate, current and complete; and (d) be fully
responsible for all use of your account and for any actions that
take place using your account.
3. License, Trademark, and Copyright.
All content on the Site and
available through the Service, including designs, text, graphics,
pictures, video, information, applications, software, music, sound
and other files, and their selection and arrangement (the "Site
Content"), are the proprietary property of the Company, its users or
its licensors with all rights reserved. No Site Content may be
modified, copied, distributed, framed, reproduced, republished,
downloaded, scraped, displayed, posted, transmitted, or sold in any
form or by any means, in whole or in part, without the Company's
prior written permission, except that the foregoing does not apply
to your own User content (as defined below) that you legally post on
the Site. Provided that you are eligible for use of the Site, you
are granted a limited license to access and use the Site and the
Site Content and to download or print a copy of any portion of the
Site Content to which you have properly gained access solely for
your personal, non-commercial use, provided that you keep all
copyright or other proprietary notices intact. Except for your own
User content, you may not upload or republish Site Content on any
Internet, Intranet or Extranet site or incorporate the information
in any other database or compilation, and any other use of the Site
Content is strictly prohibited. Such license is subject to these
Terms of Use and does not permit use of any data mining, robots,
scraping or similar data gathering or extraction methods. Any use of
the Site or the Site Content other than as specifically authorized
herein, without the prior written permission of Company, is strictly
prohibited and will terminate the license granted herein. Such
unauthorized use may also violate applicable laws including
copyright and trademark laws and applicable communications
regulations and statutes. Unless explicitly stated herein, nothing
in these Terms of Use shall be construed as conferring any license
to intellectual property rights, whether by estoppel, implication or
otherwise. This license is revocable at any time without notice and
with or without cause.
The Grad Place.com is a
registered trademark of Straightway Solutions, LLC. All company
graphics, logos, designs, page headers, button icons, scripts and
web design is under the copyright of the Company in the U.S. and/or
other countries. Company's trademarks and trade dress may not be
used, including as part of trademarks and/or as part of domain
names, in connection with any product or service in any manner that
is likely to cause confusion and may not be copied, imitated, or
used, in whole or in part, without the prior written permission of
Straightway Solutions, LLC.
TheGradPlace.com Service and the
Site are available for your personal, non-commercial use only. You
represent, warrant and agree that no materials of any kind submitted
through your account or otherwise posted, transmitted, or shared by
you on or through the Service will violate or infringe upon the
rights of any third party, including copyright, trademark, privacy,
publicity or other personal or proprietary rights; or contain
libelous, defamatory or otherwise unlawful material.
You acknowledge and agree that
any questions, comments, suggestions, ideas, feedback or other
information about the Site or the Service ("Submissions"), provided
by you to Company are non-confidential and shall become the sole
property of Straightway Solutions, LLC. The Company shall own
exclusive rights, including all intellectual property rights, and
shall be entitled to the unrestricted use and dissemination of these
Submissions for any purpose, commercial or otherwise, without
acknowledgment or compensation to you.
4. Unauthorized Conduct.
Unauthorized use of TheGradPlace.com Service and Site include:
· posting
fraudulent information
· collecting
user names, user id numbers, and/or email addresses by electronic or
other means
· sending
unsolicited email (spam)
· unauthorized
framing
· unauthorized
linking to TheGradPlace.com Site
· employing
third party promotional sites or software to promote an online
graduation announcement
Commercial advertisements, affiliate links, and other
forms of unauthorized solicitation may be removed from online
graduation announcements without notice, refund, or explanation and
may result in termination of your online graduation announcement.
Straightway Solutions, LLC reserves the right to take appropriate
legal action for any illegal or unauthorized use of the
TheGradePlace.com Services.
5. User Posts
TheGradPlace does not claim any
ownership over User content. The User retains full ownership of all
User content and any intellectual property rights or other
proprietary rights associated with User content.
You are solely responsible for
the photos, profiles (including your name, image, and likeness),
messages, notes, text, information, music, video, advertisements,
listings, and other content that you upload, publish or display
(hereinafter, "post") on or through the Service or the Site, or
transmit to or share with other users (collectively the "User
content"). You may not post, transmit, or share User content on the
Site or Service that you did not create or that you do not have
permission to post. You understand and agree that the Company may,
but is not obligated to, review the Site and may delete or
remove—without refund, notice, or warning--any Site Content or User
content in its sole discretion, for any reason or no reason,
including User content that in the sole judgment of the Company
which might be offensive, illegal, or that might violate the rights,
harm, or threaten the safety of users or others. You are solely
responsible at your sole cost and expense for creating backup copies
and replacing any User content you post or store on the Site or
provide to the Company.
When you post User content to the Site, you authorize and direct us
to make such copies thereof as we deem necessary in order to
facilitate the posting and storage of the User content on the Site.
By posting your content to any part of the Site, you automatically
grant, and you represent and warrant that you have the right to
grant, to the Company an irrevocable, perpetual, non-exclusive,
transferable, fully paid, worldwide license (with the right to
sublicense) to use, copy, publicly perform, publicly display,
reformat, translate, excerpt (in whole or in part) and distribute
such User content for any purpose, commercial, advertising, or
otherwise, on or in connection with the Site or the promotion
thereof, to prepare derivative works of, or incorporate into other
works, such User content, and to grant and authorize sublicenses of
the foregoing. You may remove your User content from the Site at any
time. If you choose to remove your User content, the license granted
above will automatically expire, however you acknowledge that the
Company may retain archived copies of your User content.
You are solely responsible for
your interactions with visitors to your online graduation
announcement. We reserve the right to monitor the User content of
TheGradPlace.com Site.
When Notification of Alleged
Copyright Infringement is received at our office, we will promptly
remove or disable access to the allegedly infringing material and
terminate the online graduation announcement as described herein in
accordance with the Digital Millenium Copyright Act. If you believe
that any material on the Site infringes upon any copyright which you
own or control, you may send a written notification of copyright
infringement due to content posted on the Site may be sent to
Copyright Agent, P.O. Box 382179, Duncanville, TX 75138-2179.
In accordance with the Digital
Millennium Copyright Act (DMCA) and other applicable law,
Straightway Solutions, LLC has a policy of terminating, at Company's
sole discretion, online graduation announcements that are deemed to
infringe on the intellectual property rights of others.
6. Third Party Sites.
The Site contains (or you may be
sent through the Site or the Service) links to other web sites
("Third Party Sites") as well as articles, photographs, text,
graphics, pictures, designs, music, sound, video, information,
applications, software and other content or items belonging to or
originating from third parties (the "Third Party Applications,
Software or Content"). Such Third Party Sites and Third Party
Applications, Software or Content are not investigated, monitored or
checked for accuracy, appropriateness, or completeness by us, and we
are not responsible for any Third Party Sites accessed through the
Site or any Third Party Applications, Software or Content posted on,
available through or installed from the Site, including the content,
accuracy, offensiveness, opinions, reliability, privacy practices or
other policies of or contained in the Third Party Sites or the Third
Party Applications, Software or Content. Inclusion of, linking to or
permitting the use or installation of any Third Party Site or any
Third Party Applications, Software or Content does not imply
approval or endorsement thereof by us. If you decide to leave the
Site and access the Third Party Sites or to use or install any Third
Party Applications, Software or Content, you do so at your own risk
and you should be aware that our terms and policies no longer
govern. You should review the applicable terms and policies,
including privacy and data gathering practices, of any site to which
you navigate from the Site or relating to any applications you use
or install from the site.
7. Disclaimers.
The Company is not responsible or
liable in any manner for any User content or Third Party
Applications, Software or Content posted on the Site or in
connection with the Service, whether posted or caused by users of
the Site, by Straightway Solutions, LLC, by third parties or by any
of the equipment or programming associated with or utilized in the
Site or the Service. Although we provide rules for user conduct and
postings, we do not control and are not responsible for what users
post, transmit or share on the Site and are not responsible for any
offensive, inappropriate, obscene, unlawful or otherwise
objectionable content you may encounter on the Site or in connection
with any User content or Third Party Applications, Software or
Content. The Company is not responsible for the conduct, whether
online or offline, of any user of the Site or Service.
The Site and the Service may be temporarily unavailable from time to
time for maintenance or other reasons. Company assumes no
responsibility for any error, omission, interruption, deletion,
defect, delay in operation or transmission, communications line
failure, theft or destruction or unauthorized access to, or
alteration of, User communications. The Company is not responsible
for any technical malfunction or other problems of any telephone
network or service, computer systems, servers or providers, computer
or mobile phone equipment, software, failure of email or players on
account of technical problems or traffic congestion on the Internet
or at any Site or combination thereof, including injury or damage to
User's or to any other person's computer, mobile phone, or other
hardware or software, related to or resulting from using or
downloading materials in connection with the Web and/or in
connection with the Service, including any Mobile Client software.
Under no circumstances will the Company be responsible for any loss
or damage, including any loss or damage to any User content or
personal injury or death, resulting from anyone's use of the Site or
the Service, any User content or Third Party Applications, Software
or Content posted on or through the Site or the Service or
transmitted to Users, or any interactions between users of the Site,
whether online or offline.
THE SITE, THE SERVICE, ANY PLATFORM APPLICATIONS AND THE SITE
CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT
GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE
SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY
DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON
THE SITE, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE,
COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR
SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE
CAUTION IN THE USE AND DOWNLOADING OF ANY CONTENT OR MATERIALS AND
USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES.
WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU
DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, OR DATA FROM OR
THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN
DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR
USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER
SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
The Company reserves the right to change any and all content,
software and other items used or contained in the Site and any
Services and Platform Applications offered through the Site at any
time without notice. Reference to any products, services, processes
or other information, by trade name, trademark, manufacturer,
supplier or otherwise does not constitute or imply endorsement,
sponsorship or recommendation thereof, or any affiliation therewith,
by Company.
8. Limitations.
IN NO EVENT WILL COMPANY OR ITS
DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON
FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR
PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA
ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM
APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON,
ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF THE COMPANY IS
AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE
COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS
OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE
AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE
TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE COMPANY'S LIABILITY TO
YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO
COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF
ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED
TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF
ACTION.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR
THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY
TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL
RIGHTS.
9. Jurisdiction.
By visiting or using the Site
and/or the Service, you agree that the laws of the State of Texas,
without regard to principles of conflict of laws, will govern these
Terms of Use and any dispute of any sort that might arise between
you and the Company or any of our affiliates. With respect to any
disputes or claims not subject to arbitration (as set forth below),
you agree not to commence or prosecute any action in connection
therewith other than in the state and federal courts of Texas, and
you hereby consent to, and waive all defenses of lack of personal
jurisdiction and forum non convenience with respect to, venue and
jurisdiction in the state and federal courts of Texas.
10. Resolution through Arbitration.
YOU AND COMPANY AGREE THAT,
EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES
ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE
SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND
CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE,
THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE
SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION,
except that: (a) to the extent that either of us has in any manner
infringed upon or violated or threatened to infringe upon or violate
the other party's patent, copyright, trademark or trade secret
rights, or you have otherwise violated any of the user conduct rules
set forth above or in the Code of Conduct then the parties
acknowledge that arbitration is not an adequate remedy at law and
that injunctive or other appropriate relief may be sought; and (b)
no disputes or claims relating to any transactions you enter into
with a third may be arbitrated.
Arbitration under this Agreement shall be conducted by the American
Arbitration Association (the "AAA") under its Commercial Arbitration
Rules and, in the case of consumer disputes, the AAA's Supplementary
Procedures for Consumer Related Disputes ( the "AAA Consumer Rules")
(collectively the "AAA Rules"). The location of the arbitration and
the allocation of costs and fees for such arbitration shall be
determined in accordance with such AAA Rules and shall be subject to
the limitations provided for in the AAA Consumer Rules (for consumer
disputes). If such costs are determined to be excessive in a
consumer dispute, the Company will be responsible for paying all
arbitration fees and arbitrator compensation in excess of what is
deemed reasonable. The arbitrator's award shall be binding and may
be entered as a judgment in any court of competent jurisdiction.
To the fullest extent permitted by applicable law, NO ARBITRATION OR
CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER
ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING
ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS
ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any
claim, action or proceeding by you related in any way to the Site
and/or the Service (including your visit to or use of the Site
and/or the Service) be instituted more than three (3) years after
the cause of action arose.
You agree to indemnify and hold
the Company, its subsidiaries and affiliates, and each of their
directors, officers, agents, contractors, partners and employees,
harmless from and against any loss, liability, claim, demand,
damages, costs and expenses, including reasonable attorney's fees,
arising out of or in connection with any User content, any Third
Party Applications, Software or Content you post or share on or
through the Site (including through the Share Service), your use of
the Service or the Site, your conduct in connection with the Service
or the Site or with other users of the Service or the Site, or any
violation of this Agreement or of any law or the rights of any third
party.
11. Terms of Sale.
Please refer to our
Terms of Sale for the
terms, conditions, and policies applicable to your purchase of the
products or services from Company. By ordering products or services
from Company through the Site, you agree to be bound by and accept
the Terms of Sale. The Terms of Sale are subject to change without
prior notice at any time, in Company's sole discretion so you should
review the Terms of Sale each time you make a purchase.
12. Conclusion.
These Terms of Use constitute the
entire agreement between you and Company regarding the use of the
Site and/or the Service, superseding any prior agreements between
you and Company relating to your use of the Site or the Service. The
failure of Company to exercise or enforce any right or provision of
these Terms of Use shall not constitute a waiver of such right or
provision in that or any other instance. If any provision of this
Agreement is held invalid, the remainder of this Agreement shall
continue in full force and effect. If any provision of these Terms
of Use shall be deemed unlawful, void or for any reason
unenforceable, then that provision shall be deemed severable from
these Terms of Use and shall not affect the validity and
enforceability of any remaining provisions.
