Last modified: March 4, 2009
The Site is intended for individuals 18 years of age or older. By using or accessing the Site, you represent and warrant that you are at least 18 years of age. If you are not at least 18 years of age or do not agree with the terms of this Agreement, do not use or access the Site.
2. RIGHT TO USE. Subject to the terms and conditions of this Agreement, ON grants you the right to use the Site and the Site Content, in accordance with this Agreement. Please see the Copyright Notice posted on the Site and incorporated by reference herein for information regarding any additional license rights to Site Content. Any rights not expressly granted herein or in the Copyright Notice are reserved by ON and its third party licensors. Notwithstanding the foregoing, ON reserves the right to limit the availability of the Site and the Site Content to any person, group, geographic area or jurisdiction, at any time. If you access the Site from outside the U.S., you do so at your own risk and you are responsible for compliance with any local laws.
3. CONDUCT. You agree that you will not:
5. BUSINESS PLANS AND OTHER PROPOSALS. ON and its affiliates do not accept unsolicited business plans or other proposals, and take no responsibility and assume no liability if you submit any such business plan or proposal to ON or its affiliates. You acknowledge and agree that ON and its affiliates do not have any confidentiality or other obligations with respect to any such information or materials, regardless of whether such information or materials are marked or identified as confidential or proprietary.
Although ON is not responsible for your content or communications, ON may delete any such content or communications, at any time without notice to you or anyone else. You are solely responsible for any information that you submit or post on the Site. ON retains the right to deny access to anyone who ON believes has violated the terms of this Agreement. ON further reserves the right to investigate and prosecute violations of this Agreement, including intellectual property rights infringement and security issues, to the fullest extent of the law. ON may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.
7. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE. ON respects the intellectual property rights of others and expects users of the Site to do the same. Pursuant to 17 United States Code 512(c)(2) (Digital Millennium Copyright Act of 1998), ON’s designated agent for notice of alleged copyright infringement appearing on the Site is:
Will Fitzpatrick General Counsel Omidyar Network 1991 Broadway Suite 200 Redwood City, California 94063 ph: 650 482 2500 fax: 650 482 2525 email: email@example.com
Filing a notice of infringement with ON requires compliance with the requirements specified in Title II of the Digital Millennium Copyright Act of 1998.
8. COPYRIGHT. ON and/or its third party licensors, as applicable, retain ownership of all proprietary rights to the Site Content. You will not remove, deface or obscure any copyright, trademark or other proprietary notices and/or legends of ON or its third party licensors on or incorporated into the Site Content.
9. TRADEMARKS. Please see the Trademark Policy posted on the Site and incorporated by reference herein for information regarding trademarks, logos and service marks of ON, its affiliates and third parties.
10. TERMINATION. You may terminate this Agreement at any time by providing written notice to ON. If you fail to comply with any term of this Agreement, ON may terminate this Agreement immediately without notice. ON also reserves the right to change the Site and the Site Content at any time, without notice and without liability or penalty to ON. All Sections, except Section 2, “RIGHT TO USE” shall survive any termination of this Agreement. Upon any termination of this Agreement, you must cease any further use of the Site and the Site Content.
12. EXPORT RESTRICTIONS. You acknowledge that the Site and the Site Content may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Site, the Site Content or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
13. INJUNCTIVE RELIEF. You acknowledge that any use of the Site or Site Content contrary to this Agreement may cause irreparable injury to ON, its affiliates and third party licensors, and under such circumstances ON, its affiliates and third party licensors will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
14. NO WARRANTIES; INDEMNIFICATION. YOU UNDERSTAND AND AGREE THAT THE SITE AND THE SITE CONTENT ARE PROVIDED “AS IS” AND ON, ITS AFFILIATES, SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. ON, ITS AFFILIATES AND THIRD PARTY LICENSORS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY OR RELIABILITY OF ANY SITE CONTENT, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR OTHERWISE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. USE OF THE SITE IS AT YOUR SOLE RISK. You agree to indemnify and hold harmless ON, its affiliates, officers, directors, employees, consultants, agents and third party licensors from any and all claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from your use of the Site, your content, feedback or communications submitted to or through the Site, or your violation of this Agreement.
15. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ON OR ITS AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE OR ANY SITE CONTENT, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ON, ITS AFFILIATES OR THIRD PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF ON, ITS AFFILIATES AND THIRD PARTY LICENSORS EXCEED $50 OR THE AMOUNT ACTUALLY PAID BY YOU TO USE THE SITE (IF ANY), WHICHEVER IS GREATER, AND THIS AMOUNT SHALL BE YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SITE OR ANY SITE CONTENT. THE LIABILITY LIMITATIONS SET FORTH IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT OR THE INVALIDITY OF ANY OTHER PROVISION. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.
a. Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of California, U.S.A., without reference to its conflict of laws provisions. The parties consent to the exclusive jurisdiction and venue of the courts located in and/or serving San Mateo County, California.
b. Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.