Last Revised: April 7, 2017
Welcome to COMMUNITYCO, LLC’s internet and/or mobile sites, which include but are not limited to ForbesTechCouncil.com and such other sites or mobile applications in which these terms are posted (collectively the “Sites”).
BEFORE USING THE SITES, PLEASE CAREFULLY READ THE FOLLOWING TERMS OF SERVICE AND CONDITIONS TO USE AGREEMENT CAREFULLY, WHICH GOVERN YOUR MEMBERSHIP AND USE OF THE SITES AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
The terms “we”, “us” or “our” shall refer to COMMUNITYCO. The terms “you”, “your”, “user” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account, or as permitted utilizes the benefits of your membership. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits, except as expressly set forth herein.
COMMUNITYCO may, in its sole and absolute discretion, change or modify this Agreement, the Membership Terms or the Product Terms (as defined herein) at any time and from time to time without notice. If we do change the Agreement we will post the changes on this page and will indicate at the top of this page the effective date of the new Agreement and such changes or modifications shall be effective immediately upon posting them. In addition, COMMUNITYCO may, but does not have an obligation to notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account information as detailed in Section 5 hereof current. COMMUNITYCO assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. However, it is acknowledged and agreed that
COMMUNITYCO has no obligation to provide you with an email notification of any modifications to the Agreement and that any email notification provided at any time shall not obligate or create an expectation for COMMUNITYCO to do so in the future. For the avoidance of doubt, COMMUNITYCO reserves the right to modify, change, or discontinue any aspect of membership in the Organization, the Sites or the Services (as defined herein), including without limitation prices and fees for the same, at any time.
Your use of the Sites, the benefits of membership in the Organization, and the Services constitutes your agreement to be bound by the Agreement and the Policies and we encourage you to therefore review them periodically.
The purpose of the Organization is to provide business professionals with resources and social capital in an effort to assist them to succeed in their professional endeavors. To be eligible for membership in the organization you must submit an application and be approved as set forth in Section 3 below and meet all other membership criteria for the Organization as set forth on the Sites. Business professionals who are accepted for membership in the Organization (each a “Member”) are eligible for the then current benefits of the Organization, which may include but are not necessarily limited to: (i) potential opportunity to network with other Members privately, through membership tools or through networking events or other mentorship opportunities for the purposes of sharing information, experience or advice (“Networking Opportunities”); (ii) potential ability to participate in media opportunities including but not limited to writing articles, submitting tips, giving expert interviews and other such media opportunities a which may be relevant for and/or are prepared for the benefit of the Members (“Brand Building”); (iii) access to business resources, third party discounts or other benefits provided to the Members (“Discount Resources”); and (iv) the ability to purchase products or services which are provided by COMMUNITYCO personnel directly or through third parties for the benefit of the Members (the “Services”)(collectively the “Membership Benefits”).
You shall not be entitled to utilize or receive the Membership Benefits unless you are approved for membership as set forth in Section 3 hereof, and are current in your Annual Membership Fee (as defined herein).
While Members are encouraged to utilizing the Networking Opportunities, each Member is expected to do so in a professional, courteous manner, which respects the other Members time, privacy and wishes. Each Member is expected to comply with the Member Code of Conduct (defined herein), and shall not (a) send a generic/blanket message to other Members or otherwise contact all or substantially all of the Members of the Organization or act in any other manner which could be construed as a solicitation or spam; (b) directly solicit the sale of products, services, investment, employment or other opportunities to other Members; and (c) ignore any other Member’s privacy settings or contact (or non-contact) requests or otherwise engage in any conduct which may be deemed by COMMUNITYCO or other Members as harassing. You acknowledge and agree that COMMUNITYCO is not guaranteeing any opportunity to meet or connect with any other Member or resource and that any connection with another Member shall be solely determined by the other Member in their sole and absolute discretion.
You acknowledge and agree that the Brand Building Membership Benefit is only an opportunity to potentially participate or submit materials in connection with a media opportunity and that your membership shall not guarantee your acceptance or participation in any minimum number or any Brand Building opportunity. The determination of whether or not you shall be involved with or your submission shall be published and/or utilized in connection with a Brand Building opportunity shall be determined in the sole discretion of the third party who controls such opportunity, or COMMUNITYCO, as the case may be, in their sole discretion. You further acknowledge and agree that certain Brand Building opportunities may be open or available for only a limited number or certain Members who meet specific criteria and may not be available to all Members. Any applicable deadlines or terms or requirements in connection with any Brand Building opportunity shall additionally be determined in the sole discretion of the third party who controls such opportunity or COMMUNITYCO as applicable.
Any and all Discount Resources are being offered by third parties for the benefit of the Members. You acknowledge and agree that such Discount Resources are being offered on third party products or services and being sold by such third party. Each Discount Resource may have separate eligibility requirements or other terms and conditions for use by any Member. COMMUNITYCO makes no representations or warranties regarding the Discount Resources or the availability for any Member. While COMMUNITYCO may receive a financial or other benefit from such third party provider for permitting the offering to its Members, it is acknowledged and agreed that COMMUNITYCO shall have no liability or responsibility in connection with the management or redemption of such discounts or offerings nor the products and/or services purchased or obtained in connection thereto.
While some Services are provided by COMMUNITYCO personnel directly, COMMUNITYCO additionally engages third parties to provide certain Services for the benefit of COMMUNITYCO’s Members, (“COMMUNITYCO Partners”), which such Services shall unless otherwise stated in the Product Terms be provided and billed exclusively through dedicated URL, email address or other communication tools owned, and controlled by COMMUNITYCO and branded with the brand as “COMMUNITYCO” (the “COMMUNITYCO Systems”). All COMMUNITYCO Partners have represented in writing that they have significant experience in, maintain all required licenses for the provision of, and are able to provide the Services in a manner, which does not infringe on the rights of third parties. COMMUNITYCO Partners are restricted from providing the Services to or communicating with Members through any communication tools other than the COMMUNITYCO Systems without COMMUNITYCO’s express approval. Unless we advise you otherwise, in the event any COMMUNITYCO Partners contact or attempt to provide any of the Services to you through communications systems other than the COMMUNITYCO Systems, you should immediately contact COMMUNITYCO at firstname.lastname@example.org. COMMUNITYCO does not authorize and specifically disclaims any and all liability in connection with any products or services provided by a COMMUNITYCO Partner except on behalf of COMMUNITYCO and/or through the COMMUNITYCO Systems.
From time to time, COMMUNITYCO may offer new Services or new features in a pre-release version or limited preview basis (“Trial Releases”). If you elect to utilize or participate in the Trial Releases, then your use is subject to the following terms and conditions: (a) you acknowledge and agree that the New Releases are provided “as-is” and may not work without error; (b) such Trial Releases which when commercially released may change substantially and at any time; (c) we may limit the number of participants in the Trial Releases and/or the customer service or support time dedicated to support the Trial Releases; and (d) you may be required to provide feedback regarding your use and experience with the Trial Releases to be incorporated into such Services when released and (e) you acknowledge and agree that all information regarding your use of the Trial Releases, including your experience with and opinions in relation thereto shall be treated by you as confidential, and may not be used for any purpose other than providing feedback to COMMUNITYCO. To the fullest extent permitted by law, COMMUNITYCO disclaims any and all warranties, statutory, express or implied, with respect to the Trial Releases including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non- infringement.
MEMBERSHIP ELIGIBILITY AUTHORITY
The Membership Benefits and use of the Sites are available only to Members who possess the legal right, capacity and ability to enter into this Agreement. By using the Sites or Membership Benefits, you represent and warrant that you are (a) a Member of COMMUNITYCO or an authorized representative of an organization which is a Member; (b) at least eighteen (18) years of age; (c) otherwise recognized as being able to form legally binding contracts under applicable law; (d) are not a person barred from purchasing or receiving any of the Membership Benefits found under the laws of the United States; and (e) located in the United States.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. If, COMMUNITYCO discovers that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this
Agreement, including, but not limited to, the payment obligations and the obligation to indemnify COMMUNITYCO from any and all costs, expenses or liabilities, including but not limited to outside attorneys fees in connection with your breach of this representation and warranty. COMMUNITYCO shall not be liable for any loss or damage resulting from COMMUNITYCO’s reliance on any instruction, notice, document or communication reasonably believed by COMMUNITYCO to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, COMMUNITYCO reserves the right, but undertakes no duty to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your Account Information (as set forth in Section 5), whether or not authorized by you.
Application for Membership
COMMUNITYCO is comprised of business professionals who have been chosen from a selective application process and have been approved for membership by COMMUNITYCO in its sole discretion. In order to qualify as a Member of COMMUNITYCO, you must (a) be at least eighteen (18) years of age; (b) submit an application for membership (the “Application”); (c) agree to submit to any background checks as requested by COMMUNITYCO; and (d) have such other qualifications for membership in the Organization as set forth in the Member Regulations or on the Sites or as required by COMMUNITYCO in its sole discretion. In submitting your Application and continued use of the Membership Benefits, you represent and warrant that you fit the eligibility requirements for membership and that all information included in your Application including but not limited to personal and/or professional information is accurate, current and complete. COMMUNITYCO membership is a highly selective process and COMMUNITYCO shall in its sole discretion accept or reject an application for membership. For the avoidance of doubt, COMMUNITYCO is under no obligation to approve any Application or otherwise to explain or disclose the reasoning behind any membership decisions to any applicant or other third party. Upon receipt of your Application, COMMUNITYCO shall promptly review, conduct due diligence and make a determination as soon as practical. COMMUNITYCO shall provide you with approval or rejection by email to the address set forth in your Application as soon as practical (“Application Announcement”).
In the event you are approved as a Member of the Organization, you shall have forty-five (45) days to pay the then current annual fee for membership (the “Annual Membership Fee”) as set forth in the email approving your Application. In the event you fail to pay the initial Annual Membership Fee within forty-five (45) days from the Application Announcement, your acceptance in the Organization will be null and void and revoked.
MEMBER TERM AND TERMINATION
A membership shall be effective upon the acceptance by COMMUNITYCO of your Application as set forth above and payment of the Annual Membership Fee and shall continue for an initial term of one (1) year (“Initial Membership Term”). Upon the expiration of the Initial Membership Term, the membership shall automatically renew for consecutive one (1) year terms(s) (each a “Renewal Term”) unless terminated by COMMUNITYCO as set forth herein or by Member at any time prior to ten (10) days after such automatic renewal, and you shall be liable to pay the then current Annual Membership Fee. COMMUNITYCO retains the right to immediately terminate your membership in the event you (a) violate the Membership Terms or any of the Policies, including but not limited to the Member Code of Conduct (as defined herein) and the Member Regulations as determined in COMMUNITYCO’s sole discretion; (b) send a generic/blanket message to other Members or otherwise contact all or substantially all of the Members of the Organization; (c) directly solicit the sale of products, services, investment, employment or other opportunities to other Members; (c) ignore any other Member’s privacy settings or contact (or non-contact) requests or otherwise engage in any conduct which may be deemed by COMMUNITYCO or other Member as harassing or unwanted; (d) reproduce confidential Member communications without the express written permission of the other Member; (e) are the subject of complaints from three (3) different Members; or (f) misrepresent or include false information in your Application. In the event your membership is terminated prior to the expiration of the Initial Term or any Renewal Term as provided herein, it is expressly acknowledged and agreed that you shall not be entitled to a refund of any portion of your Annual Membership Fee.
In order to access the Membership Benefits and some features of the Sites after approval, you will be required to create a profile or account, which shall include but not be limited to your username, password, contact information (including mailing and/or email address), as well as credit card payment information (“Account Information”). You represent and warrant to COMMUNITYCO that all information you submit when you create your profile or account is current, accurate, complete, and that you will keep your Account Information accurate, current and complete. You expressly acknowledge and hereby agree that in the creation of your profile or account, you are not impersonating any third party or otherwise using any third parties information without their express written approval. If COMMUNITYCO has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, COMMUNITYCO reserves the right, in its sole and absolute discretion, to suspend or terminate your membership, and/or suspend your use of the Sites, your membership or any Membership Benefits. You are solely responsible for the activity that occurs in connection with your account, whether authorized by you or not, and you must keep your Account Information secure, including without limitation your user name and password. You must notify COMMUNITYCO immediately of any breach of security or unauthorized use of your Account by emailing email@example.com and writing “Unauthorized Use of Account Information” in the subject line. COMMUNITYCO will not be liable for any loss you incur due to any unauthorized or improper use of your Account Information by you or third parties. You, however, may be liable for any loss COMMUNITYCO or others incur caused by use of your Account Information, whether caused by you, or by an authorized person, or by an unauthorized person.
You are aware that COMMUNITYCO may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you do not have any reasonable expectation of privacy during those calls; indeed you hereby consent to allow COMMUNITYCO, in its sole discretion, to record the entirety of such calls regardless of whether COMMUNITYCO asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted in evidence any legal proceeding in which COMMUNITYCO is a party.
AVAILABILITY OF SITES
Except as otherwise set forth in the Policies, we shall use commercially reasonable efforts to provide uninterrupted access to the Sites each and every day. You acknowledge and agree that from time to time the Sites may be inaccessible or inoperable for any reasons within or outside of our control including, but not limited to, maintenance, repairs, updates, upgrades, equipment malfunctions or other reasons that are not reasonably foreseeable such as interruption or failure of telecommunication or digital transmission links, network congestion or other failures. You acknowledge and agree that we have no control over the availability of the Sites on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto. You acknowledge and agree that the Membership Benefits may not be available 100% of the time. You acknowledge and agree, that except as expressly set forth in writing in the Product Terms for a particular Membership Benefit, you shall not be entitled to any refund, credits or set-offs of or against your Annual Membership Fee or other fees incurred in connection herein for any interruption of the Sites or lack of availability of any Membership Benefits whether due to unavailability, termination of your Membership or otherwise.
PRICING AND AVAILABILITY
With respect to its advertising, offering or sale of any of the Membership Benefits including but not limited to the Services or Discount Resources, COMMUNITYCO attempts to describe such Membership Benefits as accurately as possible. Nevertheless, COMMUNITYCO does not warrant that any at any time, the descriptions, pricing, availability, or other information relating to the advertising, offering, or sale of the Membership Benefits, or marketing materials, promotional flyers, advertisements, or other printed or electronic materials related thereto (collectively, “Benefits Materials”) is accurate, complete, reliable, current, or error-free. Despite our commercially reasonable efforts, it is possible that Benefits Materials may be mispriced, described inaccurately, unavailable depending on the jurisdiction or if offered by or through any third parties or COMMUNITYCO Partners unavailable at such time. In the event COMMUNITYCO determines that any Membership Benefit is mispriced, described inaccurately, or unavailable, COMMUNITYCO reserves the right to take any action it deems reasonable and necessary to rectify the error, including without limitation, canceling your purchase or other use of the Membership Benefit and refunding a pro-rata portion of the amounts paid for such Membership Benefit. You agree to notify COMMUNITYCO immediately if you become aware of any pricing or descriptive errors or inconsistencies with any Membership Benefits you order and comply with any corrective action taken by COMMUNITYCO. Notwithstanding anything else contained herein, in no event shall COMMUNITYCO be required or a User be entitled to a refund of any portion of the Annual Membership Fee regardless of whether or not any Benefits Materials were mispriced, described inaccurately or unavailable for any reason.
MARKETING MATERIALS AND PROMOTIONAL SERVICES
From time to time, COMMUNITYCO may send marketing materials and/or offer additional Membership Benefits to you at no cost or at an additional fee (“Promotional Services”). You hereby agree that COMMUNITYCO may send you such marketing and promotional materials via electronic transmission, e- mail, mail, or otherwise, provided, that you may unsubscribe to such materials at any time by
MEMBER CODE OF CONDUCT
You acknowledge and agree that your membership in the Organization as well as your use of the Membership Benefits and the Sites are subject to and must comply with this Agreement as well as the Polices (“Member Code of Conduct”) and you specifically agree that your actions as a Member, and use of the Sites and Membership Benefits: (a) will comply with all terms of this Agreement and the Policies; (b) will comply with all applicable local, state, and federal laws, rules and regulations; (c) will not be utilized for any illegal purposes or promotion or encouragement of any illegal activity including but not limited to any acts of terrorism, violence against people or property; (d) will not be used for any libelous, defamatory, unlawful, illegal, pornographic, indecent, offensive, obscene, bigoted, hateful or discriminatory purposes; (e) will not infringe the intellectual property or other right of any person or entity or otherwise violate any privacy or publicity rights or impersonate any other person; (f) will not be in a manner which infringes any duty of confidentiality that you owe to another person or entity; (g) will not be used for anti-social, disruptive, or illegal purposes including but not limited to “spamming”, “trolling”, “flooding”, “bullying” or otherwise to harvest (or permit anyone else to harvest) any content contained on the Sites or any non-public or personally identifiable information about another user or entity; (h) will not include any general or open solicitations of other Members for any purposes including but not limited to sale of products or services or seeking employment, investment or other business opportunity; (i) will not interfere with the operation of the Sites or the Membership Benefits or otherwise introduce any viruses, worms, bugs “Trojan Horses” or other codes or programs designed to, or capable of disrupting, damaging or limiting the functionality of any software or hardware; (j) will not be used for the purposes of producing false, deceptive or unsubstantiated or comparative claims about the Sites or Membership Benefits; (k) will not be used with the intention to or be reasonably expected to harass, demean or negatively affect the personal or professional reputation of any other Member; or (l) will at all times reflect positively on the Organization and you will not take any action which will in COMMUNITYCO’s sole opinion reflect negatively on the Organization.
Further, you represent and warrant that (a) you are liable for any and all uses of the Sites or Membership Benefits utilizing your Account Information; (b) You will not copy or distribute in any medium any part of the Sites, including but not limited to the COMMUNITYCO Content (as defined below) except where expressly authorized by COMMUNITYCO; (c) You will not re-sell or provide any part or portion of the Membership Benefits to third parties for a fee or otherwise to compete with COMMUNITYCO; and (d) You agree not to circumvent, disable or otherwise interfere with the security-related features of this Sites, including without limitation those features that prevent or restrict use or copying of any content or enforce limitations on the use of this Site.
COMMUNITYCO does not guarantee that other Members are or will be complying with the Member Code of Conduct or any other portion of the Policies, and your use of the Sites and Membership Benefits are at your own risk. Should you have a good faith belief that any Member is engaged in any activity, which violates the Member Code of Conduct, we encourage you to contact us at firstname.lastname@example.org and in the subject line, please type “MEMBER CODE OF CONDUCT”.
You acknowledge and agree that COMMUNITYCO may terminate your membership in the Organization at any time in the event that COMMUNITYCO believes in its sole discretion that you have violated the Member Code of Conduct. In the event that your membership is terminated by COMMUNITYCO based on your breach of the Member Code of Conduct, the Policies or any misrepresentations in connection with your Application, you acknowledge and agree that you shall not be entitled to a refund of any Annual Membership Fee or other fee paid to COMMUNITYCO or in connection with the Membership Benefits.
USE OF COMMUNITYCO CONTENT AND MEMBER CONTENT
Member Content. Some of the features of the Sites or Membership Benefits may allow users to submit, post, publish, share, store, or manage certain text, stories, artwork, images, photographs, videos, messages, ideas, concepts, opinions, musical compositions, audio-visual works or other materials (“Member Content”). Any and all materials or content submitted through your account or using your Account Information shall for the avoidance of doubt be considered Member Content. By posting or publishing Member Content to the Sites, or otherwise making such Member Content publicly available in connection with the Membership Benefits, you represent and warrant to COMMUNITYCO that (a) submission of Member Content is entirely voluntary; (b) you have all necessary rights to distribute Member Content via this Sites or otherwise as publicly published, either because you are the author of the Member Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the Member Content; (c) the Member Content does not violate the rights of any third party; and (d) the posting or publishing of the Member Content shall not violate the Member Code of Conduct as provided in herein. For the purposes of this Section, any communications between you and another Member using the Sites or the COMMUNITYCO Systems shall be deemed to be Member Content and shall not be reproduced, republished or otherwise utilized by you in contravention to this Section or the Member Code of Conduct.
Further, you acknowledge and agree that you submit, post, or publish Member Content at your own risk, and that you shall be solely responsible for any liability related thereto and further that COMMUNITYCO reserves the right in its sole discretion to refuse to post, publish, remove, modify or otherwise is hereby permitted to copy, publish, distribute, or otherwise exploit the Member Content in any medium or any manner in its sole discretion.
In order to avoid the possibility of any future misunderstandings in connection with any products, services, projects or creative ideas which COMMUNITYCO develops, which may be similar to a third party’s creative materials, it is COMMUNITYCO’s long-standing policy to not allow, accept or consider creative ideas, proposals, suggestions or other materials which COMMUNITYCO does not specifically request from you individually and explicitly in writing (“Unsolicited Materials”). Therefore, we request that you do not provide any Unsolicited Materials in the Member Content or in any other manner to COMMUNITYCO. You acknowledge and agree that any Member Content shall not be made in confidence or with obligation to review or provide any consideration or compensation. You acknowledge and agree that COMMUNITYCO is constantly developing products, programs or services and that the development and exploitation thereof shall not entitle you to any compensation of any sort, regardless of the similarity to any Unsolicited Materials.
By posting or publishing Member Content to the Sites, you hereby grant COMMUNITYCO a perpetual worldwide, non-exclusive, royalty-free, sub licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your Member Content in connection with the Sites or otherwise as COMMUNITYCO determines in its sole discretion in any medium or manner without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. The above licenses granted by you in your Member Content are perpetual and irrevocable and shall continue whether or not you are still a Member of the Organization. Notwithstanding anything to the contrary contained herein, COMMUNITYCO shall not use any Member Content that has been explicitly marked or designed in writing as “private” or “password protected”.
COMMUNITYCO Content. Except for Member Content, the content on the Sites and in connection with the Membership Benefits, including without limitation text, stories, artwork, images, photographs, videos, messages, ideas, concepts, opinions, musical compositions, audio-visual works interactive features and the trademarks, service marks and logos contained therein (“COMMUNITYCO Content”), are owned by or licensed to COMMUNITYCO, and are subject to copyright, trademark, and/or patent protection in the United States, and other intellectual property rights under United States laws. COMMUNITYCO Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of COMMUNITYCO. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. COMMUNITYCO reserves all rights not expressly granted in and to the COMMUNITYCO Content, and your membership in the Organization and this Agreement do not transfer ownership of any of these rights.
MONITORING OF CONTENT
COMMUNITYCO generally does not pre-screen Member Content. However, COMMUNITYCO reserves the right (but undertakes no duty) to do so and decide whether any item of Member Content is appropriate and/or complies with this Agreement or the Policies. COMMUNITYCO may with or without notice, in its sole discretion remove any item of Member Content and/or terminate a Member’s access to the Sites or a User’s membership in the Organization for posting or publishing any material in violation of this Agreement or the Policies. COMMUNITYCO may also terminate a Member’s access to the Sites or its membership in the Organization if COMMUNITYCO has reason to believe the Member is a repeat offender. If COMMUNITYCO terminates your membership or access to this Site or the Membership Benefits, COMMUNITYCO may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers and you shall in no event be permitted or entitled to a refund of any portion of your Annual Membership Fee or other fee paid in connection with any Membership Benefit unless otherwise expressly set forth in the Product Terms.
ADDITIONAL RESERVATION OF RIGHTS
COMMUNITYCO expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to the Sites or control of any account or Membership Benefits for any reason as determined by COMMUNITYCO in its sole and absolute discretion, including but not limited to the following: (a) to correct mistakes made by COMMUNITYCO in offering or delivering any Membership Benefits, (b) to assist with our fraud and abuse detection and prevention efforts, (c) to comply with court orders against you or other Members and applicable local, state, and federal laws, rules and regulations, (d) to comply with requests of law enforcement, including subpoena requests, (e) to comply with any dispute resolution process, (e) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (f) to avoid any civil or criminal liability on the part of COMMUNITYCO, its officers, directors, employees, COMMUNITYCO Partners, as well as COMMUNITYCO’s affiliates, including, but not limited to, instances where you have sued or threatened to sue COMMUNITYCO; or (g) if COMMUNITYCO has reason to believe that any account is being used or intended to be used for a reason which would violate the Member Code of Conduct. COMMUNITYCO expressly reserves the right to terminate, without notice to you, any and all Membership Benefits or your membership in the Organization where, in COMMUNITYCO’s sole discretion, you are harassing or threatening COMMUNITYCO and/or any of COMMUNITYCO’s employees or other Members or otherwise violating any terms of this Agreement without refund of any portion of your Annual Membership Fee.
TRADEMARK AND/OR COPYRIGHT CLAIMS
COMMUNITYCO supports the protection of intellectual property. In the event you have a good faith belief that your work has been copied or that any other’s Member Content, COMMUNITYCO Content or the Membership Benefits infringe your intellectual property rights, including trademarks and copyrights, please provide the following information in writing to email@example.com:
Identification and description of the infringing material or activity along with information sufficient to identify the location on the Sites of such material or activity;
Identification and description of the trademark or copyrighted work that you claim has been infringed;
Your name, address, telephone number and email address;
A statement by you that you have a good faith belief that the such use in the manner complained of is not authorized by the trademark/copyright owner, its agent or the law;
A statement made by you, under the penalty of perjury that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of the exclusive right which is being infringed;
An electronic or physical signature of the person authorized to act on behalf of the owner of the trademark/copyright.
COMMUNITYCO’s agent for notice of claims of trademark or copyright infringement for the Sites is as follows:
Copyright and Trademark Agent, COMMUNITYCO, LLC, 745 Atlantic Avenue, Boston, MA 02111; firstname.lastname@example.org and in the subject section, please type “ATTN: COPYRIGHT/TRADEMARK AGENT”.
COMMUNITYCO may give you notice that it has removed or disabled access to certain material by means of a general notice on the Sites, electronic mail to a user’s e-mail address in our records, or by written communication sent by first-class mail to your physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the COMMUNITYCO’s designated agent within the time period prescribed therein that includes the following:
An identification of the Member Content or material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you under the penalty of perjury, that you are the trademark or copyright owner, licensee or otherwise have a good faith belief that the Member Content or material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;
Your name, address, telephone number and email address;
A statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district, and that you will accept service of process at the address above from the person who provided notification of allegedly infringing material or an agent of such person.
Your electronic or physical signature.
It is our policy to terminate relationships with third parties who repeatedly infringe the intellectual property rights of others.
LINKS TO THIRD-PARTY WEBSITES
The Sites and the Membership Benefits may contain links to third-party websites that are not owned or controlled by COMMUNITYCO. COMMUNITYCO assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, COMMUNITYCO does not censor or edit the content of any third-party websites. By using the Sites or Membership Benefits, you expressly release COMMUNITYCO from any and all liability arising from your use of any third- party website. Accordingly, COMMUNITYCO encourages you to be aware when you leave the Sites and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR MEMBERSHIP IN THE ORGANIZATION, USE OF THE SITES AND THE MEMBERSHIP BENEFITS SHALL BE AT YOUR OWN RISK AND THAT THE SITES AND THE MEMBERSHIP BENEFITS FOUND A T THE SITES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. COMMUNITYCO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD
PARTY INCLUDING COMMUNITYCO PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMMUNITYCO, ITS OFFICERS, DIRECTORS, EMPLOYEES, COMMUNITYCO PARTNERS AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (A) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITES; OR (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THE SITES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, AND COMMUNITYCO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMMUNITYCO, ITS OFFICERS, DIRECTORS, EMPLOYEES, COMMUNITYCO PARTNERS OR AGENTS EXCEPT AS ARE SPECIFICALLY SET FORTH IN THE POLICIES.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR MEMBERSHIP OR YOUR USE OF THE SITES OR THE MEMBERSHIP BENEFITS FOUND AT THE SITES.
LIMITATION OF LIABILITY
IN NO EVENT SHALL COMMUNITYCO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL COMMUNITYCO PARTNERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (A) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITES, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, (C) THE MEMBERSHIP BENEFITS FOUND AT THE SITES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (E) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (F) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (G) ANY INTERRUPTION OR CESSATION OF THE SITES OR MEMBERSHIP BENEFITS, (H) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THE SITES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, (I) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, (J) TERMINATION OF YOUR MEMBERSHIP BASED ON A VIOLATION OF THIS AGREEMENT OR THE POLICIES AS DETERMINED BY COMMUNITYCO IN ITS SOLE AND ABSOLUTE DISCRETION, AND/OR (K) ) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE SITES OR THE MEMBERSHIP BENEFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT COMMUNITYCO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR MEMBERSHIP IN THE ORGANIZATION, THE SITES OR THE MEMBERSHIP BENEFITS MUST BE COMMENCED WITHIN THREE (3) YEARS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL COMMUNITYCO’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE MEMBERSHIP BENEFIT THAT ARE THE SUBJECT OF THE CAUSE OF ACTION OR IF NOT APPLICABLE, THE ANNUAL MEMBERSHIP FEES PAID TO COMMUNITYCO BY YOU.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SITES, THE SERVICES FOUND AT THE SITES OR ANY OF THE MEMBERSHIP BENEFITS.
You agree to protect, defend, indemnify and hold COMMUNITYCO and its parents, subsidiaries, affiliates, related companies and their officers, directors, members, managers, employees, agents, successors and assigns, as well as the COMMUNITYCO Partners (collectively the “COMMUNITYCO Parties”) harmless from and against any and all third party claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable outside attorneys’ fees) imposed upon or incurred by the COMMUNITYCO Parties directly or indirectly arising from (a) your use of and access to this Sites or the Membership Benefits; (b) your violation of any provision of this Agreement or the Policies; and/or (c) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this Section shall survive any termination or expiration of this Agreement or your use of the Sites or the Membership Benefits.
FEES AND PAYMENTS — GENERAL TERMS, INCLUDING AUTOMATIC RENEWAL TERMS
You agree to pay the Annual Membership Fee for each year in which you are Member as set forth in Section 4 above. Additionally, you agree to pay any and all prices and fees due for Membership Benefits purchased or obtained by you. Monthly, Quarterly, and other such payment plan options may be made available to members at the discretion of an authorized representative of COMMUNITYCO. All payment plan options represent the same annual commitment and can only be terminated by paying fifty (50) percent of the remaining amount due by the member. In the event your membership is terminated other than at the conclusion of an Initial Membership Term or any Renewal Term as provided for in this Agreement, you shall not be entitled and shall not receive a refund of any portion of your Annual Membership Fee. You further acknowledge and agree that the Annual Membership Fee associated with your membership does not guarantee any benefits or results in connection with your membership and you shall not be entitled to a refund of your Membership Fee on the belief that your membership was unsatisfactory or did not live up to your expectations. All other prices and fees are non-refundable unless otherwise expressly noted in the refund policy of any Product Terms, even if your Services are suspended, terminated, or transferred prior to the end of the Services term. COMMUNITYCO expressly reserves the right to change or modify its Annual Membership Fee for the next yearly term and other prices and fees at any time upon thirty (30) days notice, which such changes or modifications shall be posted online at the Sites or as otherwise permitted in the Product Terms and effective without need for further notice to you. If you have purchased or obtained Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below, provided that if your purchase of Services is not for a set term, the modification shall be effective no less than thirty (30) days after posting of the modification.
Except as otherwise set forth in any Product Terms, you shall provide a valid credit card to be stored on file in order to pay the Annual Membership Fee and for any other fee or charge in connection with the Membership Benefits which you choose to purchase or exercise (“Payment Method”). You hereby authorize COMMUNITYCO to charge your Payment Method for the Annual Membership Fee when due, upon the commencement of the Initial Membership Term or any Renewal Term as well as for the purchase/exercise or any renewal thereof of any Membership Benefits including but not limited to the Services purchased. You acknowledge and agree that where refunds are issued to your Payment Method, COMMUNITYCO’s issuance of a refund receipt is only confirmation that COMMUNITYCO has submitted your refund to the Payment Method charged at the time of the original sale, and that COMMUNITYCO has absolutely no control over when the refund will be applied towards your Payment Method’s available balance. You further acknowledge and agree that the payment provider and/or individual issuing bank associated with your Payment Method establish and regulate the time frames for posting your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer.
IN ORDER TO ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF ANY MEMBERHIP BENEFIT, COMMUNITYCO OFFERS AN AUTOMATIC RENEWAL OF YOUR MEMBERSHIP WHICH MAY BE TERMINATED BY YOU UP TO TEN (10) DAYS AFTER SUCH AUTOMATIC RENEWAL. IN THE EVENT OF A TIMELY TERMINATION BY YOU WITHIN THE ALLOTTED TEN (10) DAY PERIOD, YOU SHALL BE ENTITLED TO A REFUND OF YOUR ANNUAL MEMBERSHIP FEE FOR SUCH RENEWAL TERM. IN ADDITION TO YOUR MEMBERSHIP, COMMUNITYCO MAY OFFER AN AUTOMATIC RENEWAL OPTION FOR CERTAIN MEMBERSHIP BENEFITS. IN THE EVENT THAT AN AUTOMATIC RENEWAL OPTION IS AVAILABLE AND YOU DO NOT OPT OUT OF SUCH AN OPTION, YOU HEREBY ACKNOWLEDGE AND AGREE THAT COMMUNITYCO WILL KEEP YOUR PAYMENT METHOD INFORMATION ON FILE AND YOU HEREBY AUTHORIZE COMMUNITYCO TO CHARGE YOUR PAYMENT METHOD WHEN YOUR ANNUAL MEMBERSHIP FEE OR MEMBERSHIP BENEFITS COME UP FOR RENEWAL THEREBY AUTOMATICALLY RENEWING THE SAME FOR THE SAME PERIOD OF TIME AS THE PRIOR TERM.
If for any reason COMMUNITYCO is unable to charge your Payment Method for the full amount owed or if COMMUNITYCO receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that COMMUNITYCO may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation of your Membership or any Membership Benefit in connection thereto, without notice to you.
In the event of suspected fraudulent activity or erroneous charges on or in connection with your account or Payment Method, you agree to contact COMMUNITYCO as soon as possible at email@example.com or 888-596-1695.
SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
U.S. EXPORT LAWS
The Sites and the Membership Benefits are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not use the Sites or Membership Benefits to collect, store or transmit any technical information or data that is controlled under U.S. Export Laws. Users shall not export or re-export, or allow the export or re-export of, any portion of the Sites or Membership Benefits in violation of any U.S. Export Laws. None of the Services may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) any country with which the United States has embargoed trade; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, or any other denied parties lists under U.S. Export Laws. By your Application and use of the Sites you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). You are not permitted to access the Sites or utilize the Membership Benefits from other countries or jurisdictions, and if you do so, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access the Sites or Membership Benefits. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Sites or the Services.
COMPLIANCE WITH LOCAL LAWS
COMMUNITYCO makes no representation or warranty that the content available on the Sites or any of the Membership Benefits are appropriate in every country or jurisdiction, and access to this Sites or the Membership Benefits from countries or jurisdictions where its content is illegal is prohibited. Members who choose to access the Sites or the Membership Benefits are responsible for compliance with all local laws, rules and regulations and COMMUNITYCO shall not be liable in any way in the event any Membership Benefits or the Sites are not permitted in any jurisdiction.
MINOR USE OF THE SITES
Membership and the Sites are not directed to children under the age of 13, and we will not knowingly collect personally identifiable information from children under 13. Further, you must be 18 years or older to apply for membership and register or use the Sites or take advantage of the Membership Benefits. By applying for membership or utilizing the Membership Benefits, you represent and warrant that you are 18 years or older and authorized to enter into the transaction contemplated herein. You agree to abide by any such restrictions and not help anyone avoid such restrictions. We strongly recommend that parents participate in their children’s exploration of the internet and any online services and use their browser’s parental controls to limit the areas of the internet to which their children have access.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the federal law of the United States and the state law of Suffolk, whichever is applicable, without regard to conflict of laws principles. You agree that except for an action for emergency injunctive relief, any claim or dispute relating to or arising out of this Agreement shall be fully and finally decided by binding arbitration before the American Arbitration Association before a single arbitrator, pursuant to the rules of the American Arbitration Association. You acknowledge and agree that the sole location for arbitration shall be in the State, City and County of Suffolk. In the event of any action for emergency injunctive relief by COMMUNITYCO or any other claim which is not required to be brought in arbitration, you hereby consent to the sole and exclusive jurisdiction and venue of the state or federal courts located in the State, City and County of Suffolk and waive all defenses of lack of personal jurisdiction and forum non conveniens thereto. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.
TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
If you have any questions regarding the use of the Sites, this Agreement, your membership, the