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VerticalPortals LLC Website User Agreement
PLEASE READ THIS AGREEMENT BEFORE EXPLORING THIS WEBSITE.
Welcome to this VERTICALPORTALS website. VERTICALPORTALS LLC ("us" or "we") maintains this web site (the “Site”) along with other sites in the VerticalPortals family of websites (“Our Sites”) as a service to its users ("you"). It is important to the use of our Sites that that everyone who visits them complies with rules we believe will make the visit more enjoyable. Therefore, by using this Site and of our other Sites, you are agreeing to comply with and be bound by all of the terms and conditions of use describe in this User Agreement (“Terms”). Please read the following Terms carefully. If you do not agree to all of these Terms, you should not use or visit our Sites. ANY USE OR ACCESS OF THIS SITE BY YOU IS DEEMED AN UNCONDITIONAL ACCEPTANCE BY YOU OF ALL OF THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS SITE.
1. Your Acceptance of this Agreement. You agree to all of the terms and conditions outlined in this User Agreement ("Agreement") with respect to our Sites. This Agreement constitutes the entire and only agreement between Us and You as a user of our Sites and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to our Sites, the content, goods and services provided by or through the Site, payment for such goods and services, and the subject matter of this Agreement. You agree to review and agree to the Terms of this Agreement prior to using this Site or any of our other Sites. This Agreement may be amended at any time by Us without advance notice to You. The latest Agreement will be posted on our home site, www.verticalportals.com, and You agree to review and be bound by the terms of the posted Agreement prior to using any of our Sites. You also agree to abide by all additional copyright notices, information, or restrictions contained in any content accessed through the Service.
2. Legal Rights.
Content. The term “content” as used in this Agreement includes all text, graphics, music, information, data, databases and all other audible, visual, and downloadable material, as well as the selection, organization, coordination, compilation, digital conversion and other matters related to or on one or more of our Sites (hereafter collectively referred to as “Site Content”). All Site Content is protected under applicable domestic and international copyright, trademark and other proprietary rights laws (including but not limited to intellectual property), as well as all applicable contract laws, whether such laws are now in existence or later come into existence. The use, copying, distribution, display, downloading, transmission or publication by You of any Site Content or any part of the Site, except as allowed by Section 3, is strictly prohibited and will be prosecuted to the full extent of the law. You do not acquire ownership rights of any kind to any Site Content. You agree to abide by all copyright notices, information, or restrictions contained in any Site Content accessed through the Site.
Trademarks. VerticalPortalsSM, the VerticalPortalsSM logo, and the family of “Portals” names and domain names used for and/or on our Sites are trademarks of VerticalPortals. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of VerticalPortals. The brands, logos and other indicia of origin used for products and services offered on or through our Sites, are trademarks of VerticalPortals or its suppliers and licensors. You agree that you will not copy, imitate or use any of these trademarks, in whole or in part, without the prior written permission of VerticalPortals or the appropriate owner of these trademarks, service marks or trade dress.
3. Limited Rights of Use. The permission granted by Us to You to view or download any Site Content is a limited, nonexclusive license for the viewing, downloading and use of Site Content solely by the You for your own personal non-commercial use and not for reproduction, republication, modification, distribution, publication, display, transmission, assignment, sublicense, sale, preparation of derivative works or other use. All other rights are reserved by Us and are not part of the license to You.
You further agree that you will not (a) alter, delete or otherwise tamper with any Copyright Management Information contained or associated with any Site Content, or (b) use, frame or utilize framing techniques to enclose or pop-up any VerticalPortals Site Content, trademarks, service marks or logos without our express written consent, or (c) use any meta tags or any other "hidden text" utilizing any VerticalPortals Site Content, trademarks, service marks or logos without our express written consent.
You agree that any violation of this Section by You will cause Us immediate and irreparable harm for which We shall be entitled automatically for temporary and permanent injunctive relief, in addition to all other available legal and equitable remedies.
4. Linking License. You are granted a limited, nonexclusive right to create a hyperlink to this Site provided such link does not portray Us or any of our or our vendors’ names, products or services in a false, misleading, derogatory or otherwise defamatory manner. You may not use a VerticalPortals logo or other proprietary graphic of VerticalPortals to link to this Site without the express written permission of VerticalPortals. This limited right may be revoked at any time. You agree that any violation of this Section by You will cause Us immediate and irreparable harm for which We shall be entitled automatically for temporary and permanent injunctive relief, in addition to all other available legal and equitable remedies.
5. Use of Forums. We may make available for Your use interactive message boards or chat rooms (“Forums”) which permit You to post, download or upload information or material for discussion purposes. You agree that you shall not upload to, or distribute or otherwise publish on the Forums or anywhere else on any of our Sites any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material, including any material that violates any intellectual property laws. You agree that you will use The Forums only for noncommercial purposes. You shall not, without Our express approval, distribute or otherwise publish or transmit any material containing any solicitation of funds, advertising or solicitation for goods or services on any Forum. You are solely responsible for the content of Your messages. However, while We do not and cannot review every message posted by You on the Forums and We are not responsible for the content of your messages, We reserve the right to delete, move, or edit messages that we believe in Our sole discretion are abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable. You acknowledge that any submissions made by You to the Site may be edited, removed, modified, published, transmitted, and displayed by Us, and You hereby waive any moral rights, publicity rights or other rights you may have in having the material used, altered or changed in a manner not agreeable to you. All Forums are intended as publicly available media, and You therefore should not have any expectation of privacy in connection with the posting or use of such Forums, or any messages posted on the Forums.
6. Other limitations on use of the Site. In using any of our Sites, you also agree not to: (a) disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked Web sites, (b) disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked Web sites, (c) upload, post or otherwise transmit through or on the Site any viruses or other harmful, disruptive or destructive files, (d) use or attempt to use another's account, service or system without authorization from LookSmart, or create or use a false identity on this Site (e) transmit through or on this Site spam, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings, or (f) attempt to obtain unauthorized access to the Site or portions of the Site that are restricted from general access. You also agree that you are solely responsible for actions and communications undertaken or transmitted under your account, and that you will comply with all applicable local, state, national and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on this Site.
7. Changes to the Site. We reserve the right in Our sole discretion to edit or delete any documents, information or other Site Content without advance notice to You. We also may change, suspend or discontinue any aspect of the Site, including any service of the Site, at any time and without advance notice, including the availability of any service feature, database, or Site Content. We also may also impose limits on certain features and services or restrict Your access to parts or all of the Site without notice to You or liability to Us.
8. Indemnification. By using the Site, You represent, warrant and covenant (a) that no materials of any kind submitted by or through You will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; and (b) that you will not engage on any of our Sites in any other prohibited activity identified in this Agreement. You hereby agree to fully indemnify, defend and hold harmless Us and all of Our officers, directors, owners, employees, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by any of the Indemnified Parties in connection with any claim arising out of any breach by You of this agreement or any of the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claims. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter subject to indemnification by You, including agreeing to any settlement of the claim.
9. Security. We may require or request all visitors of the Site or portions of the Site to register with us so that we may know certain information about You (Please see our Privacy Policy about what information we may collect and how we may use it). As part of the registration process, You may be asked to select or You may be given a password and/or a subscriber ID. You also may be required to give us certain registration information, all of which must be accurate and updated. In such situations, (a) You may not (i) select or use a password or subscriber ID of another person with the intent to impersonate that person; (ii) use a password or subscriber ID in which another person has rights without such person's authorization; or (iii) use a password or subscriber ID that We, in Our sole discretion, deem offensive. Because security is such an important issue, any failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of Your account; and (b) You shall be responsible for maintaining the confidentiality of your password, which you will not have to reveal to any representative or agent of VERTICALPORTALS. You agree to promptly notify Us of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password, subscriber ID or credit card information. You are responsible for all usage of the Site under Your password or subscriber ID, including use of the account by any third party authorized by you to use your subscriber ID or password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at Our sole discretion, and We may refer you to appropriate law enforcement agencies.
10. Nontransferable Rights. Your rights to use the Site, Your password and Your subscriber ID are not transferable. Any password, subscriber ID or right given to You for use of Site Content or any service provided on the Site cannot be transferred to any person or entity. Any attempted transfer by You shall be null and void, and may be grounds for the termination of all of Your rights to access and use the Site.
11. Use of Information. We reserve the right, and You authorize Us, to the use and assignment of all information regarding Your activities on the Site and all information provided by You in any manner that is consistent with Our Privacy Policy.
12. Copyright Compliance. We respect the intellectual property of others. If you believe that any work owned by You has been copied onto or used on the Site in a way that constitutes copyright infringement, please contact our Copyright Agent and provide the following information:
a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
b. A description of the copyrighted work that You claim has been infringed;
c. A description of where the material that You claim is infringing is located on the site;
d. Your address, telephone number, and email address;
e. 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;
f. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or the party authorized to act on the copyright owner's behalf. Our Copyright Agent for notice of claims of copyright infringement can be reached as follows:
By email:
13. Third-Party e-commerce Services and Policies. We may operate an interactive transaction service allowing access to third party merchant sites ("Merchants") from which You may purchase certain goods or services. You understand that We do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between You and Merchants. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to You while on the Merchants' sites. We are not responsible in any manner for and expressly disclaim any liability in connection with information provided by You to Merchants and for transactions entered into by You with the Merchants. Merchants and VERTICALPORTALS are unrelated, independent contractors and neither party has authority to make any representations or commitments on behalf of the other.
14. Payment Terms. We may offer the use of certain Site services or Site Content on a pre-paid fee basis, and/or we may offer products for your purchase from us directly rather than through Merchants. All fees charges by us are in U.S. Dollars unless stated otherwise. All fees are payable on VISA, MasterCard, American Express, Discover, or Diners Club credit cards, and are subject to the terms and conditions of each of the respective credit card services, in addition to all of Our payment terms and conditions. By requesting fee-based Site Content or Site services or products, You authorize Us to charge your credit card immediately without recourse for all amounts due. All fees are non-refundable. You are responsible for paying all taxes, shipping and handling and all other applicable fees and costs relating to the requested Site Content or Site services or products, which fees and costs will be immediately charged to your credit card. We reserve the right to change or modify the terms and conditions regarding fee-paid services and Site Content without advance notice to You, except as to purchases made prior to the change or modification. Changes to the terms and conditions will be posted on the Site as part of a modified Agreement.
15. Illegal Activity Prohibited.
Compliance with Laws; Fraud. The Site and Site services only may be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Site and its services, including in regard to purchasing Site Content, products and services. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate or use the password or subscriber ID of, or use the credit card any other authorized User. Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and We will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
Investigation and Disclosure of Information. We have the right, but are not obligated, to monitor any activity and content associated with this Site. We may investigate any reported violation of Our policies or complaints and take any action that We deem appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any Content on the Site, and reserves the right and has absolute discretion, to remove, screen or edit any Site Content that violates these provisions or is otherwise objectionable. We also reserve the right to report any activity that We suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, and to protect Our systems, business and users, We may access and disclose for such purposes any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content.
16. Disclaimers and Limitations of Liability. This Site contains links to other Web sites. We are providing these links merely as an accommodation to Our users, and We are not responsible for the content, accuracy, timeliness, activity, conduct, or opinions expressed in such linked Web sites, and such Web sites are not investigated, monitored, or checked for accuracy or completeness by Us. If you decide to leave Our Site and access any of these third party sites, you do so at your own risk.
Accordingly, and in addition to all other disclaimers and limitations of liability identified in this Agreement, You acknowledge and agree that ALL SITE CONTENT, , IS PROVIDED "AS-IS," AND "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE SITE CONTENT, MAY CONTAIN BUGS, VIRUSES, ERRORS, PROBLEMS OR OTHER LIMITATIONS. OUR AFFILIATES, AND WE INCLUDING ALL CONTENT PROVIDERS AND MERCHANTS, EXPRESSLY DISCLAIM AND SHALL HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR OTHER SITE CONTENT PROVIDED ON THE SITE. MOREOVER, NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, RECENCY, COMPLETENESS, ADEQUACY, RELIABILITY, SUITABILITY OR APPLICABILITY OF ANY SITE CONTENT TO A PARTICULAR SITUATION, OR AS TO THAT OF ANY THIRD PARTY WEB SITE. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH YOUR USE OF ANY SITE CONTENT, OF THIS SITE, OR THE ACCESS OR USE BY YOU OF ANY LINKED THIRD PARTY SITE, INCLUDING BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATES ARE NOT LIABLE FOR LOSS OF DATA FROM DELAYS, NONDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES OF CONTENT OR EMAIL, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION OR SERVICE INTERRUPTIONS CAUSED BY VERTICALPORTALS, ITS AFFILIATES, ITS LICENSORS OR A USER'S OWN ERRORS AND/OR OMISSIONS. VERTICALPORTALS DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH ANY SITE WILL BE MAINTAINED. VERTICALPORTALS ACCORDINGLY ALSO DISCLAIMS ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THIS SITE AND THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND ARE INTENDED FOR INFORMATIONAL USE ONLY.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU
17. Termination. We may terminate or suspend your access to or use of all or part of the Site at any time for any reason, with or without cause. You are responsible for all charges incurred up to the time the account is deactivated.
18. Miscellaneous. (a) This Agreement shall be treated as though it were executed and performed in the State of Tennessee and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). (b) Any cause of action by You with respect to the Site or any Site Content or Site services must be instituted within six (6) months after the cause of action arose or shall be forever waived and barred. All actions shall be subject to the limitations set forth in Section 14 and as otherwise identified in this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All actions shall be brought in the appropriate state or federal court located in New York City, New York. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process. (c) Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect, and a court of competent jurisdiction shall have the right to reform the invalid or unlawful portions of this Agreement to make them valid and enforceable. (d) To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. (e) Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. (f) We are not Your agent, fiduciary, trustee or other representative. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for Our sole and exclusive benefit. (g) Our failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Our right to subsequently enforce such provision or any other provisions of this Agreement. (h) This Agreement constitutes the entire and only agreement between Us and You regarding its subject matter, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, goods and services provided by or through the Site, payment for such goods and services, and the subject matter of this Agreement.
"theLyricsPortal.comsm" is a member of the "the____Portal.com" family of portals owned by VerticalPortals LLC.
"theLyricsPortal.comsm" and "VerticalPortals.comsm" are service marks of VerticalPortals LLC.
The names "theLyricsPortal.com" and "VerticalPortals.com" are owned by VerticalPortals LLC, and are protected by applicable law to the extent permitted.
Copyright © 2001 VerticalPortals LLC. All Rights Reserved. |
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