Last updated: July 23, 2011
The www.adietcommunity.com website is composed and operated by Abizabiz Enterprises, LLC and/or its affiliates and sponsors. Collectively these will be noted as A Diet Community the website.
All information posted on this website is for informational purposes only. No postings, vendors or listings are verified or endorsed by us in any way.
Table of Contents
- Purchased Products, Services and No Refunds
- Use of the Services
- Communication Utilities
- Third-Party Providers, Newsletters and Links
- Proprietary Rights and Intellectual Property Rights
- Website Disclaimers and Liability Limitations
- DMCA Notifications of Claims of Infringements
- Terms and Termination
- General Provisions
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Purchased Services” means services that you or your affiliates purchase under ADC.
“Subscriptions” means users who have registered with ADC for our services.
“We,” “Us” or “Our” means ADC.
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement and affiliates of that company or entity.
“Your Data” means all electronic data or information submitted by you.
2. PURCHASED PRODUCTS, SERVICES AND REFUNDS
We shall make the Purchased Products and Services available to you pursuant to this Agreement. We do not offer any refunds, all purchases are final.
3. USE OF THE PRODUCTS AND SERVICES
We shall use commercially reasonable efforts to make the website available during normal business hours, except for: (a) planned downtime, of which we shall give at least 8 hours notice via the website, and which we shall schedule to the extent practicable during the weekend hours from 6:00 pm Friday to 9:00 am Monday, or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, acts of nature such as: flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or Internet service provider failures or delays, and (ii) provide the Purchased Services only in accordance with applicable laws and government regulations.
You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
User Account, Password, Security and Use Restrictions [optional]
The ADC Website is an account-based subscription service. The individual user (You, Your Company or Your Organization) are responsible for maintaining the privacy of your account and password. You are entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any breach of security or unauthorized use of your account. ADC is not liable for any loss that may occur due to the unauthorized, or authorized use of your account or password, with or without your knowledge. You, can however, be held responsible for any loss that ADC may incur due to the authorized or unauthorized use of your account or password with or without your knowledge. You also agree to not use anyone else’s account at any time, unless you have received direct written consent from the account holder to do so.
No Unlawful or Prohibited Use
Part of your agreement with ADC is that you will NOT use the ADC website for any purpose that could be deemed unlawful or is prohibited by the terms, conditions, notices, and policies of ADC. Users agree that all information given is true and agrees not to falsify any information provided to ADC. You may NOT use the ADC website in a manner which could/may damage, disable, overburden, or impair any aspect of the ADC website, the network or networks connected to the ADC website, or interfere with any other party’s ability to use or enjoyment of the ADC website. Any unauthorized attempts to gain access to the ADC website, or other individual accounts, any computer systems or networks connected to any ADC website, through any means, including; hacking, password mining, or any other means, is strictly prohibited. Further, you may not in any way attempt to obtain any materials or information not intentionally made publicly available, throughout the ADC website. ADC is in compliance with the requirements of the CAN-SPAM Act of 2003 (Controlling the Assault of Non-Solicited Pornography and Marketing Act), and strictly enforces it’s anti-spamming policy. Spamming is not tolerated and may be grounds for your account and your use of the ADC website to be terminated.
4. Communication Utilities (CHATTING/BLOGGING)
You consent to use the Communication Utilities only for their designated purpose, including posting, uploading, downloading, sending, and receiving messages and material that are related and proper to your use of the ADC website.
You agree to not use the Communication Utilities for, and not limited to any of the following: Defamation, abuse, harassment, stalking, threatening, or in any other way violating the legal rights of others. Further you agree to not use the Communication Utilities to dispense surveys, contests, chain letters, pyramid schemes, junk email, spam, or any other unsolicited messages that are not directly related to the intended purpose of the ADC website. Do not attempt any of the following: Publish, post, upload, distribute, disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. Upload files that contain software or other material protected by intellectual property laws (unless you own or control rights or have received the necessary consent to). Upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, and/ or any other similar software or programs that may damage the operation of another’s computer or property, or damage the ADC website in any way. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded. Restrict or inhibit any other user from using and enjoying the Communication Utilities. Violate any code of conduct or other guidelines which may be applicable for any particular Communication Utilities. Harvest or otherwise collect information about others, including e-mail addresses. Violate any applicable laws or regulations. Create a false identity. Use, download, copy or provide to a person or entity any directory of users of a ADC Website other user or usage information or any portion thereof. ADC has no obligation to monitor the Communication Utilities. However, ADC does reserve the right to review the materials posted to the Communication Utility and to remove any materials at our sole discretion. ADC reserves the right to terminate your ability to access the Communication Utilities at any time, without notice, for any reason whatsoever. ADC also reserves the right to, at all times, disclose any information as ADC deems necessary to satisfy any laws, regulations, legal process or governmental request. To edit, refuse, refuse to post, or remove any information or materials in whole or part, without notice. Caution must always be used when giving out any personally identifiably information about yourself, spouse, or dependents, especially when utilizing the Communication Utilities. ADC does not endorse or control the content, messages, or any other information sent or received through the Communication Utilities, and as such disclaims any liability in relation to the Communication Utilities, and any actions resulting from your participation in any Communication Utility. Users may not be authorized spokespersons of ADC, and the views expressed by these individuals may or may not by endorsed by the ADC Website. Materials uploaded to the Communication Utilities may be subject to limitation on usage, reproduction, or dissemination, you are responsible for adhering to such limitations if you download the materials.
Email Notification [optional]
Email notification is additional charge that may be incurred by the user from your individual mobile service provider, ADC is NOT responsible for these charges. ADC will not be held liable for any email errors, delays, missed, deleted or late received messages.
Materials Provided or Posted
The ADC Website does not claim ownership or responsibility for any of the materials provided or posted (“Documents”) on the ADC website, including but not limited to any Documents, photos, videos; posted, imputed, uploaded, or submitted. However, your submission of said Documents to the ADC website, is your consent, without limitation, of the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Documents; and to publish your name, and anyone else’s name associated/connected with said Documents. The user will receive no compensation (payment) for the posting of said Documents. ADC has no obligation to post or use any of the Documents you provide, and has the right to remove any Documents at our discretion. Any of the Documents posted or provided to ADC, by you, is your consent that you control or own the rights to said Documents, and thus take sole responsibility for the content of the Documents, therefore eliminating ADC for any responsibility or liability from said Documents.
ADC Website Content and End User Agreement
5. THIRD-PARTY PROVIDERS, NEWSLETTER AND LINKS
Certain portions of the website and certain offerings (i.e. newsletters, articles, blog, commentaries, etc.) may contain a discussion of, and/or provide access to, positions of ADC or its Affiliates and/or their picks or recommendations. Due to various factors, recommendations may only be valid for a specific moment in time. Thus, each user hereby agrees to independently evaluate and determine whether to act upon any such information.
Any other acquisition by you of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other services, and any exchange of data between you and any third-party provider, is solely between you and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by us as certified or endorsed. No purchase of third-party products or services is required to use our website.
If you install or enable Third-Party applications for use with our services, you acknowledge that we may allow providers of those Third-Party applications to access Your Data as required for the interoperation of such Third-Party applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party application providers. The Services shall allow you to restrict such access by restricting users from installing or enabling such Third-Party applications for use with the Services. [optional]
6. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY
Reservation of Rights. Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
Ownership of Your Data. As between us and you, you exclusively own all rights, title and interest in and to all of Your Data.
Suggestions. You agree to grant to ADC a non-exclusive, worldwide, royalty-free, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products or services) you submit to public areas of ADC (such as blogs and chat rooms) by all means and in any media now known or hereafter developed. You hereby waive all rights, legal, moral or otherwise, in any such materials and information, and you hereby warrant that any such materials and information are original with you, or that you have the right to submit such materials and information. You agree that you shall have no recourse against ADC for any alleged or actual infringement or misappropriation of any proprietary right in your communication.
Operation. ADC reserves complete and sole discretion with respect to the operation of the ADC website. ADC may, among other things: (a) delete communications posted as violating established ADC policies; (b) make available to third parties information relating to ADC and Users; and (c) withdraw, suspend or discontinue any functionality or feature of ADC. ADC assumes no responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on ADCs website.
ADC may, in its complete and sole discretion, review uploaded files and postings, and may authorize restrictions on access thereto.
Content. Statements made in websites, newsgroups, message boards, email, forums, conferences and chats reflect only the views of their authors. Forum managers, forum hosts, or Merchants appearing on ADCs website or posting on its blog are not authorized ADC spokespersons, and their views do not necessarily reflect those of ADC.
Copyright. The entire contents of ADC website are copyrighted as a collective work under the laws of United States of America and other copyright laws. ADC holds the copyright in the websites collective work. The collective work includes works which are the property of the Information Providers which are also protected by copyright and other intellectual property laws.
You may display (conditional upon any expressly stated restrictions or limitations relating to specific material) download portions of the material from the different areas of ADC solely for your own non-commercial use, unless otherwise permitted. Any redistribution retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. This includes any of the paid services or videos. You agree not to change or delete any proprietary notices from materials downloaded from ADC.
Other Sites. You are encouraged to use discretion while browsing the Internet on searches initiated at ADC. ADC links may lead unintentionally to sites containing information that some people may find inappropriate or offensive. It may also lead to sites which contain inaccurate information, false or misleading advertising, or information which violates copyright, libel or defamation laws. ADC and information providers make no representations concerning any effort to review all of the content of sites linked from its website.
Review of Postings and Uploads. ADC does not and cannot review all communications, videos and materials posted or uploaded to ADC and are not responsible for the content of these communications and materials. However, ADC reserves the right to block or remove communications or materials that it determines, upon being made aware of any matters it deems inappropriate, and in its sole discretion, to be (a) abusive, libelous, defamatory or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright or trademark, other intellectual property right of another or (d) offensive or otherwise unacceptable to ADC.
You are responsible for your communications and your use of ADC. You may not, under any circumstances, do any of the following: (a) use simultaneous, unattended or continuous connections to ADC with one account; (b) post or transmit any message which is libelous or defamatory; (c) post or transmit any message, data, image or program which is indecent, obscene or pornographic; (d) post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion; (e) use ADC to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (f) intercept or attempt to intercept email or other private communications not intended for you; (g) send email to users or other Internet users for any purpose other than personal communication, including to advertise or offer to unsolicited sell goods or services to other Users, use as a mass unsolicited distribution medium to communicate a generally unsolicited message, or use your email account as an address to which users or other Internet users need to respond (except as otherwise expressly permitted by ADC; (h) send unsolicited email messages through third-party mail servers in order to relay your email or hide the origination of your email to others; (i) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; (j) upload files that contain a virus or corrupted data; (k) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload; (l) falsify the source or origin of software or other material contained in a file that you upload; (m) use ADC in a manner that adversely affects the availability of its resources to other Users; (n) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a subscriber to ADC the User directory or any portion thereof other than for personal, noncommercial purposes (except as otherwise expressly permitted by ADC); (o) falsely purport to be an employee or agent of ADC (p) cause repeated disruptive incidents; or (q) act, or fail to act, in your use of ADC, in a manner that is contrary to applicable law or regulation.
In addition, you may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not the intent of ADC to discourage users from taking controversial positions or expressing vigorously what may be unpopular views at ADC, nonetheless, ADC reserves the right to take such action as it deems appropriate in cases where ADC is used to disseminate statements which are deeply and widely offensive and/or harmful. Each time you upload a file on ADC, you represent and warrant that you own or otherwise control the rights or have the necessary consents to do so, and you grant every other user the right to download and use such file. Your failure to observe any of the foregoing limitations or obligations may result in civil or criminal liability. To the extent that you are uncertain whether what you seek to say or do on ADC may fall into one of the above prohibited categories, you should assume it would violate this paragraph and you should not engage in that conduct.
7. WEBSITE DISCLAIMERS AND LIABILITY LIMITATIONS
- Some of the Services may be subject to additional posted conditions, such as payment and subscription payment plans. Your use of those Services is subject to those conditions, which are incorporated into these Terms by reference. In the event of an inconsistency between these Terms and any additional posted conditions, the provisions of the additional conditions shall control.
- The content available through the website is the sole property of ADC or its advertisers, suppliers or licensors. All material published on our site, including, but not limited to, written content, photographs, graphics, images, illustrations, marks, logos, sound or video clips, and Flash animation, are protected by patent, copyright, trademark and other intellectual property laws. Except as otherwise explicitly agreed in writing, the content received through the site may be downloaded, displayed, and printed for your personal, non-commercial use only. Content owned by ADC or our advertisers, suppliers or licensors may be subject to additional restrictions. You agree not to modify, reproduce, retransmit, distribute, disseminate, sell, publish, reverse engineer, create derivative works of, broadcast, circulate or in any way exploit any of the materials or content received through the site to anyone without our express prior written consent.
- You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. We have the right, but not the obligation, to remove any content that may, in our sole discretion, violate these Terms or that is otherwise objectionable.
- Testimonial posts are factual and said results may not be typical to your individual experience or results.
- Our site may contain links to other sites owned by third parties. Your use of each of those sites is subject to the conditions, if any, that each of those sites has posted. We have no control over sites that are not ours, and we are not responsible for any changes to or content on them. Our inclusion on our site of any third party content or a link to a third party site is not an endorsement of that content or third party site.
- By using this site, you agree under penalty of perjury to make the following statements:
- I am of legal age to view material discussed above, in accordance with the laws of the region in which I reside.
- Any material that I am viewing is exclusively for my own personal use and I will not give, sell or otherwise provide any of it to anyone else.
- I believe I have the unalienable right to read and/or view any type of material I choose.
- I am aware of the standards of my local community with respect to the materials offered on this site; I am familiar with the materials offered by this site; and I represent, warrant and certify that the links, information, and use of materials on this site do not violate any standard or law that applies to me. In the event that a law that applies to me comes in to affect that would prevent me from viewing material on this site, I agree to no longer access this site.
- I recognize that this site has no control over the content of websites which are listed or linked on it and that it takes no responsibility for the content of those other sites.
- By viewing and/or using this site, you agree that ADC will not be liable for any commercial loss; inconvenience; loss of use, time, data, goodwill, revenues, profits, or savings; or any other special, incidental, indirect, or consequential damages in any way related to or arising from your use of this site. You agree to defend, indemnify and hold harmless ADC, its employees, directors, shareholders, members, officers, agents, subsidiaries and affiliates from any and all claims, losses, damages, causes of action, liabilities and expenses (including reasonable attorneys’ fees) related to or arising out of your use of the site, including without limitation claims made by third parties related to your use of the site.
- We and our advertisers, suppliers and licensors provide this website on an “as is” and “as provided” basis, without any warranty or condition of any kind, express or implied, and specifically disclaim any implied warranties of non-infringement, title, merchantability, fitness for a particular purpose and availability of the site or services. Some countries do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. We make no representation that the site and/or services will be uninterrupted or error, force majeure, bug or virus free and shall not be held responsible in any way or by any means, either directly or indirectly, for any communications difficulties, access delays, any interruption and/or data delivery, non-delivery, mis-delivery, corruption, destruction, or events.
- Without limiting the foregoing, we shall not be liable to you or your business for any indirect, incidental, consequential, exemplary, special, or punitive damages or lost or imputed profits or royalties arising out of your use of this site or any goods or services provided, whether for breach of warranty or any obligation arising therefrom or otherwise, whether liability is asserted in contract or tort (including negligence and strict product liability) and irrespective of whether you have been advised of the possibility of any such loss or damage. You hereby waive any claim that these exclusions deprive you of an adequate remedy. In no event shall either party’s aggregate liability arising out of or related to this agreement, whether in contract, tort or under any other theory of liability, exceed the total amount paid by you hereunder in the 12 months preceding the incident.
- Use of our site is subject to existing laws and legal process. Nothing contained in these Terms shall limit our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of our site.
- You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our site, services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- You will indemnify ADC for any expenses ADC may incur resulting from your violation of this Agreement, including, without limitation, any fines, fees, legal expenses, and labor for investigation and resolution.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, ADC AND ITS SUPPLIERS EXPRESSLY EXCLUDE AND DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE EXTENT APPLICABLE BY LAW. IN NO EVENT IS ADC OR ITS SUPPLIERS LIABLE FOR ANY BUSINESS INTERRUPTION, LOST PROFIT, REVENUE, DATA OR DATA RECONSTRUCTION, OR FOR SPECIAL, INDIRECT, Â CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OPERATION OF LAW OR OTHERWISE, EVEN IF ADC OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF ADC, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OPERATION OF LAW OR OTHERWISE SHALL NOT EXCEED THE FEES PAID TO ADC BY THE CLIENT FOR THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR $1,000. THE PARTIES ACKNOWLEDGE THAT ADC HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN.
8. DMCA Notifications of Claims of Infringement
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify our agent for notice of claims of copyright or other intellectual property infringement (“Agent”), at our Contact Us page.
Please provide our Agent with the following Notice:
- Identify the material on our site that you claim is infringing, with enough detail so that we may locate it on the website;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
- Your address, telephone number, and email address; and
- Your physical or electronic signature.
We will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA).
As used herein, “Confidential Information” means all confidential information disclosed by a party (” Disclosing Party“) to the other party (” Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Without limiting the above, we shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by you, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Partys Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
10. TERMS AND TERMINATION
A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
11. GENERAL PROVISIONS
Software Malfunction or Website Interruption
ADC will make its best efforts to maintain its products and services as operational at all times. We are not liable for any known or unknown interruptions in our products, the website or its services. You agree to defend, indemnify and hold harmless ADC, its employees, directors, shareholders, members, officers, agents, subsidiaries and affiliates from any and all claims, losses, damages, causes of action, liabilities and expenses (including reasonable attorneys’ fees) related to or arising out of any software malfunctions or website service interruption, including without limitation claims made by third parties related to your use of the site.
By visiting this website you agree that in all matters relating to this website, you shall be governed by the laws of Montgomery County, Pennsylvania, as applicable. You may not use this website if law prohibits you from doing so in the country in which you reside. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
If a disputed issue is not resolved within ten (10) days, then the resolution of the dispute shall be referred to an Arbitrator chosen by the parties. If the parties are unable to resolve any dispute with the assistance of the Arbitrator within fifteen (15) days of the appointment thereof, the dispute shall be settled by arbitration. The award of the arbitration shall be final and binding upon the parties, and enforceable in any court of competent jurisdiction. The venue for any arbitration hereunder shall be Montgomery County, Pennsylvania. Nothing in this section shall defer or interfere with the entitlement of either party to obtain injunctive relief.
Who you are contracting with under this Agreement, who you should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, shall be governed by and construed in accordance with the laws of Montgomery County, Pennsylvania. You agree that any legal action or proceeding between ADC and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a court of competent jurisdiction for Montgomery County, Pennsylvania. Any cause of action or claim you may have with respect to ADC must be commenced within one (1) year after the claim or cause of action arises. ADC’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. ADC may assign its rights and duties under this Agreement to any party at any time without notice to you.
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnification claim). Notices to you shall be addressed to the system administrator designated by you for your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by you.
Notices should be addressed to:
Using our Contact Us page
Our relationship is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relations is intended or created by these Terms or your use of the site.
Neither party is liable for an omission or delay in the execution of its obligations hereunder caused by an event beyond its reasonable control. The time for the performance of the obligation that is so delayed shall be extended by a reasonable time, provided that payments shall not be delayed.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. The provisions of this Agreement pertaining to Confidential Information, privacy, and use restrictions shall survive the termination of this Agreement. Other sections pertaining to rights and obligations which by their nature should survive termination are hereby confirmed to so survive.
You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement. Any disputes that may arise from these Terms and Conditions of Use shall be governed by the Laws of Montgomery County, Pennsylvania, and subject to the Jurisdiction of their Courts.
This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this Agreement is binding on either party.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A partys sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning partys election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, we will NOT refund to you any prepaid fees covering the remainder of the term of all subscriptions or for any virtual money after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Termination/ Access Restriction
If you have questions or concerns regarding these terms, you should email us at our Contact Us page.