Terms of Service

Effective August 23, 2015

I. Introduction

Welcome, and thank you for visiting madeforfoodtrucks.com.

These Terms of Service (“Terms”) are designed both to help you understand the conditions upon which LeComte & LaFave LLC makes this site available to you, and to help you understand your responsibilities as you use this site. Please review all of the following terms and conditions (as well as the terms of all related or referenced policies) carefully.

II. These Terms are a Binding Contract

You should understand that these Terms represent a binding contract: By accessing the Site and/or by using any of the features or services on the Site You are accepting these terms and agreeing that You will be legally bound by all of the terms and conditions set forth herein.

IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS IN THESE TERMS, OR TO ANY CHANGES THAT THE WE MAY SUBSEQUENTLY MAKE TO THESE TERMS, PLEASE IMMEDIATELY STOP ACCESSING THE SITE AND/OR USING THE SITE IN ANY WAY.

III. Terminology

1. The Site

The “Site” includes: Madeforfoodtrucks.com and any and all associated web and/or mobile applications that we maintain and use in conjunction with such website. In addition, where applicable in these Terms, the term “Site” will also include “Hosted Site(s)” (as defined below); for example, Your obligations with regard to Your conduct on the Site also apply to Your conduct on all Hosted Site(s).

2. Other Terminology

In addition to other terms that are defined throughout these Terms, the following words will have the following meanings:

1. The terms “We,” “Us,” “Our,” “Ours” and equivalent terms refer to LeComte & LaFave LLC. Our contact information is set forth in Section VII.5 below.
2. The terms “You,” “Yours,” and equivalent terms refer in each case to an individual (or to an individual that is representing a corporate entity) who accesses or uses the Site or any of the features of the Site and has thereby accepted these Terms.
3. “Hosting Services” shall mean site hosting services provided by Us to site users who have: (i) registered on the Site, (ii) paid a subscription or other fees as required by the Site, and (iii) who have generated a Hosted Site using Templates and user Content; and the term “Hosted Site(s)” shall refer to a website developed by a Site user using one or more aspects of the Templates, combined with user Content, and hosted by Us via Hosting Services.

IV. Additional Aspects of these Terms of Use

1. Additional Terms in Other Policies

The term “Terms” also includes the following additional policies and service terms, as listed below (each is incorporated herein by this reference):

• •Privacy Policy - Your use of the Site is subject to the privacy policy (“Privacy Policy”) maintained by Us and available at madeforfoodtrucks.com/info/privacy. Please read the Privacy Policy carefully for information relating to Our collection, use, and disclosure of your personal information.

• •Digital Millennium Copyright Act (“DMCA”) – Our policy related to the DMCA is set forth in Section V.4 of these Terms.

2. These Terms Can be Amended

We may make changes to these Terms from time to time (including making changes to the other policies and service terms referenced herein, such as the Privacy Policy). The amended portion of the Terms will be posted on the Site, and you agree that such posting will be effective notice. If You continue to access the Site and/or use any of the features or services of the Site after such notice, then Your access and/or use shall constitute Your agreement to be bound by the Terms as amended. Also, if You choose not to accept the Terms as amended, then You also agree that You will immediately cease accessing and/or using the Site.

3. Additional Terms May Also be Found on the Site Itself

Your use of the Site may also include other terms and conditions that are found on the Site itself, such as notices, business terms, charges, registration requirements, etc. It is your responsibility to review and understand these additional terms, and You agree that these additional terms will be considered additional Terms.

V. The Site, and Site Rules of Conduct

1. General Description of the Site’s Features

The Site generally allows Users to visit and learn about the services that We offer, and such use free, subject to these Terms. The Site also allows Users, for specified fees, to use certain design templates and related materials (e.g. fonts, etc.) to build and host Hosted Sites that will be displayed to the public via the internet, for general business purposes. All uses are subject to these Terms.

2. Rules of Conduct – In General

You promise not to use the Site or any Hosted Site(s) for any purpose that is prohibited by these Terms or by law. You also agree to use the Site and/or any Hosted Site only as it is designed and intended to be used. You agree to use the Site and/or any Hosted Site in a manner that complies with all laws, including but not limited to export restrictions. You agree that We have the right to refuse service to You, and to suspend or cancel Your registration, access to the Site, and/or access to any Hosted Site(s), at any time due to any conduct on Your part that We deem to be inappropriate in any way, or for any breach of any of the Terms.

In conjunction with your use of the Site and/or any Hosted Site(s), You specifically agree that you will not:

1. Operate any form of auto-responder; or use any information gained from the Site or any Hosted Site(s), to generate or facilitate unsolicited commercial email or other messages to third parties (hereafter “Spam"); or use manual or automated software, devices, or other processes to "crawl" or otherwise harvest information from any other portion of the Site or any Hosted Site;
2. Transmit, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, offensive, fraudulent, infringing, obscene, or otherwise objectionable (in Our sole discretion) content in any way;
3. Intentionally distribute viruses, worms, Trojan horses, or any other malicious code or items of a destructive or deceptive nature;
4. Use the Site or Hosted Site(s) in connection with peer-to-peer file sharing, pyramid schemes, or any other illegal activity;
5. Transmit, upload, distribute or disseminate content that may be harmful to minors;
6. Impersonate another person or company, or otherwise misrepresent yourself or your company/entity in any way;
7. Illegally transmit a third party’s intellectual property or other proprietary information without express permission from the relevant third party (owner, licensor, etc.);
8. Violate the privacy, publicity, or similar legal rights of others; and/or harass, defame, libel or otherwise harm others;
9. Interfere with other users' enjoyment of the Site or Hosted Site(s);
10. Link to, copy, copy information from, resell or otherwise exploit the content found on the Site or other parties’ Hosted Site(s) or any of Our or any third party’s intellectual property for any unauthorized commercial purpose;
11. Remove, circumvent, disable, damage or otherwise interfere with any security or copy-restriction features of the Site or any Hosted Site(s), or any features that enforce limitations on the use of the Site or Hosted Site(s) or the content therein;
12. Directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site or Hosted Site(s), except to the limited extent applicable laws may specifically prohibit or limit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Site; or (iii) copy, rent, lease, distribute, or otherwise transfer or misappropriate any of Our content, intellectual property rights, or features of the Site;
13. Remove or modify any of Our logos; or any copyright, trademark, or other proprietary rights notices contained in or on the Site;
14. Use the resources of the Site in excess of any assigned or agreed-on quotas or use limitations; or take any action that imposes or may impose an unreasonable or disproportionately large load on the Site’s (or its third party providers’) infrastructure (as determined by Us in Our sole discretion), and/or
15. Except as authorized herein, use the Site to advertise or promote any third party’s website, business or other matters.

3. Additional Rules of Conduct - Posting of Content

A. Submission of Content: The Site and/or Hosted Site(s) may provide You and others with the ability to add, create, post, upload, download, submit, disseminate or facilitate the dissemination (collectively “Post”) content, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, or other information to the Site and/or Hosted Site(s) (collectively, the "Content"). The Content may be Posted on a Hosted Site and/or in conjunction with other features of the Site (e.g. public comments, etc.). In addition to Your other obligations as set forth in these Terms, You agree not to (and will not permit any third party to) Post any Content on the Site or any Hosted Site that:

• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity, or violates any law or contractual duty;
• is false, misleading, untruthful or inaccurate;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
• constitutes unsolicited or unauthorized advertising or promotional material, Spam, or any junk mail, spam or chain letters;
• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Ours or any third party;
• impersonates any person or entity, including but not limited to any employee or representative of Ours; or
• is in any other way (in Our sole discretion) detrimental to the best interests of Our company, the Site, Site users, the users of Hosted Site(s), or the public.

B. Additional Terms and Conditions: We do not guarantee that any of Your Content will be made available on the Site or Hosted Site(s). We do not and have no obligation to monitor the Site or Hosted Site(s) or any Content submitted to the Site or Hosted Site(s) by You or other users. We will not be liable in any way to You or any other user for lost Content or loss of other data of any kind.

We reserve the right to: (i) remove, edit or modify any Content at any time, temporarily or permanently, without notice to You or other users, for any reason in Our sole discretion (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if We are concerned that You may have violated these Terms).

Additional policies regarding Content, including notice of infringement, are set forth below and elsewhere in these Terms (esp. see following section re DMCA) and in the Privacy Policy.

4. Digital Millennium Copyright Act (“DMCA”):

We are committed to protecting the rights of copyright holders. If you are a copyright owner or an agent thereof, and you believe that certain content hosted on the Site or any Hosted Site(s) infringes on your copyright interests, you may submit a notice thereof pursuant to the Digital Millennium Copyright Act (“DMCA”) to Us by providing Us with the information listed below. Following receipt of a full and complete notice We will take whatever action(s) we deem appropriate (in our sole discretion), which may include removing the subject material from the Site.

To provide full notice to Us please provide the following, in writing:

(1) Please identify the owner of the copyright that is alleged to be infringed, and also please provide a name and physical or electronic signature of the owner or of a person authorized to act on behalf of the owner;

(2) Please identify the copyrighted work that you claim has been infringed (images, screenshots, etc. may be acceptable, in conjunction with a written description or web link, as may be applicable), a clear description of the location on the site of the allegedly infringing material, and a clear description of how you believe that your copyrighted material has been infringed;

(3) Please provide us with adequate contact information, so that We will be able to contact you regarding your notice;

(4) Please provide a written statement to the effect that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(5) Please provide a written statement to the effect that the information in your notification is accurate, and that, under penalty of perjury, you are the owner or are authorized to act on behalf of the owner of the right that is allegedly infringed.

Notice under this section should be delivered to:

admin@madestack.com

5. Additional Terms - Registration

A. Registration: The Site may allow or require You to register for various purposes. If so, in order to register with the Site You must complete the applicable registration form and provide the information required therein. At a minimum, the following information will be required to register with the Site: email, username, password; and registration may also require full name, truck name, company name (if different from truck) street address, domain name – you can see all of these requirements in the Site itself. All such information is managed by Us in accordance with the terms of the Privacy Policy and these Terms.

B. Registration Information: You agree and warrant that the registration information that you provide to Us at registration and at all other times will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. When You register, You will be asked to create a password. You are solely responsible for maintaining the confidentiality of Your account information and Your password and for restricting access to your computer hardware, and You agree to accept responsibility for all activities that occur under your account.

C. Restrictions:

• (1)You may not, and may not allow any third party to, buy or sell usernames or registered accounts.
• (2)We reserve the right to reclaim usernames and/or registered accounts on behalf of businesses or individuals that hold legal claim or trademark to those usernames.
• (3)You may not, and may not allow any third party to, hold inactive user account(s). Accounts that are inactive for more than six months may be terminated at Our discretion and without further notice.

D. Termination:

• We may freeze or terminate Your registration and/or access to all or any part of the Site or Hosted Site(s) at any time, for any breach or threatened breach of these Terms, with or without notice, and with immediate effect, which may result in the forfeiture and destruction of all information associated with Your registration and/or Your Hosted Site(s). Unless otherwise provided, any fees paid hereunder are non-refundable.
• If You wish to terminate Your registration, You may do so by following the instructions on the Site, and/or by contacting Us directly (at the contact information in Section VII.5). You may terminate these Terms at any time by canceling your registration on the Site and discontinuing your use of the Site.
• All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
• Upon any cancellation of Your registration or subscription You may lose access to the Site and to Your Hosted Site(s).

6. Payments and Charges

A. Subscriptions, Credit Card Processing: The Site may allow or require You to make certain payments in conjunction with the Site and/or services available on the Site, including but not limited to the payment of subscriptions for Hosting Services associated with Hosted Sites. We have contracted with a third party service provider to process credit card payments. Our access to credit card information and payments is limited to the access described in the Privacy Policy.

B. Your Agreement re Credit Card Processing: You understand and agree that We (and/or our third party service provider, as applicable) may process charges for the transactions initiated by You in accordance with the fees and rates set forth on the Site. You also agree to be bound by the terms of use relating to such payment processing services as maintained by such third party service provider.

The Company’s third-party service provider for credit card payment processing is Stripe, Inc. (www.stripe.com). All such credit card payment processing services are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms and/or by using any credit card processing services via the Site you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.

C. Additional Obligations/Restrictions:

• You will indemnify, defend, and hold Us harmless from any breach of any credit or debit card processing and/or issuing agreement by You, and/or any violation of applicable law by You.
• You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Site in a manner intended to avoid incurring fees. Charges are solely based on Our measurements of your use of the Site, unless otherwise agreed to in writing.
• For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated on the Site, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). All charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorney’s fees that We incur collecting late amounts. To the fullest extent permitted by law, and notwithstanding anything to the contrary in these Terms, you waive all claims relating to charges unless claimed within 60 days after the due date of the charge (this does not affect your credit card issuer rights). To the fullest extent permitted by law, refunds (if any) are at Our discretion and will be provided only in the form of credit for the Site unless otherwise agreed. Nothing in these Terms obligates Us to extend credit to any party. We reserve the right to discontinue the provision of the Site to you for any late payments.
• You acknowledge and agree that any credit card and related billing and payment information that you provide to Us may be shared by Us with companies who work on Our behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Us and servicing your account. We may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. We shall not be liable for any use or disclosure of such information by such third parties.
• We may change Our fees and payment policies for the Site by notifying you of such change(s). Changes to the fees or payment policies will be posted on the Site. Any outstanding balance becomes immediately due and payable upon Your or Our termination of Your use of the Site for any reason.

VI. Hosting Services

1. General

The Site may allow You to purchase Hosting Services from Us in exchange for certain payments. The amount of the payments, the payment structure (e.g. lump sum, subscription plan, etc.) and other relevant details (e.g. subscription periods) are detailed on the Site. By using this Site and Hosting Services You agree that: (a) these Terms apply to and govern Your use of and access to all Hosted Sites, and (b) that You are and will remain responsible for all user activity on or in conjunction with Hosted Sites that You host with Us (in accordance with these Terms), including but not limited to the posting of all Content by You or third parties.

2. Notice That These Terms Apply to Hosted Sites

You agree that You will place on all Hosted Site(s) that You host with Us via Hosting Services (and will maintain at all times in a prominent location, e.g. in the Hosted Sites’ terms of service) a notice and requirement that the use of such Hosted Site(s) by all users thereof will be subject to these Terms, and that by using such Hosted Site users will be required to accept and agree to these Terms, without exception. Failure to include such a provision in a manner acceptable to Us may result in suspension or termination of Your registration and/or of Your Hosting Services.

3. Subscription Terms

If You elect to purchase a subscription for Hosting Services then the date upon which You complete Your registration on the Site and submit Your initial payment will the effective date (the "Effective Date") of Your subscription. The "Initial Subscription Term" will be for the period specified in your order and commences on the Effective Date. At the end of Your Initial Subscription Term, Your subscription automatically renews for successive renewal subscription terms (each a "Renewal Subscription Term") equal in duration to the Initial Subscription Term at Our then current subscription fees unless You elect not to renew Your subscription as further described in these Terms. The "Initial Subscription Term" and any "Renewal Subscription Term" are referred to herein as the "Subscription Term".

4. Termination of Subscription

If You purchase a subscription plan for Hosting Services, you may elect not to renew your subscription by notifying Us at least 15 business days prior to the start of a Renewal Subscription Term. The deletion of a Hosted Site does not constitute termination of a subscription.

VII. General Conditions Governing Usage of the Site

1. Eligibility

A. General: You may not use the Site if you have been barred from doing so by Us, or are otherwise barred from using the Site under the laws (including treaties) of the US of any other nation or jurisdiction.

B. Individuals: The Site is available only to individuals who are at least 18 years old. By accessing the Site You represent and warrant (if You are an individual) that You are of legal age to form a binding contract, and that all of the registration and payment information that You submit is accurate, current and truthful.

C. Companies and Other Corporate Entities: If you are registering or using an account on behalf of a company, entity, or organization (a “Corporate Entity”), then you represent and warrant that you are an authorized representative of that Corporate Entity with the authority to bind such organization to these Terms; and You agree to be bound by these Terms on behalf of such Corporate Entity.

D. Geographic Limits: Access to and use of the Site is limited to the United States and US Territories. Accessing the Service is prohibited from territories where the Site is illegal. If You access the Service from locations outside of the United States, You do so at Your own initiative and risk and are responsible for all aspects of compliance with applicable local laws.

2. Right to Suspend, Refuse, Cancel, Modify, or Limit Use of the Site:

You agree that We may refuse to provide You with access to the Site, and we also may cancel any registration or subscription and/or Hosted Site (if applicable) of Yours in the event of any breach of any of the Terms or if we believe such action(s) by Us are in the best interests of the Site or the public, in Our sole discretion; and We may take such action(s) without notice or liability to You. We may also impose limits on certain features of the Site or a Hosted Site or restrict Your access to parts or all of the Site or Hosted Site without notice or liability. And we may change our eligibility criteria at any time. These provisions are void if prohibited by law, and in such circumstances, Your ability to use the Site and/or Hosted Site is revoked in such jurisdictions.

In addition, We may, in Our sole discretion, change, suspend, or discontinue the Site and Hosting Services as a whole (including without limitation, the availability of any feature or Content) or any portion thereof at any time by posting a notice on the Site.

3. Passwords, Security

If the Site requires or allows the creation of an account using password-based security, You are responsible for the security of Your passwords and other information, and for any use of Your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Us immediately at the contact information listed in Section VII.5 of these Terms.

We have implemented security measures that We consider to be reasonable and appropriate to protect against the loss, misuse and alteration of the information under Our control. Please be advised, however, that We cannot guarantee or warrant the security of any information you disclose or transmit to us online and we are not responsible for the theft, destruction, or inadvertent disclosure of your information. If You feel that the security features of the Site are not adequate for your purposes, You agree to cease all use of the Site.

You can also reset your password by logging into your account on:

http://madeforfoodtrucks.com/account/forgot-password

4. Links, Third Party Products and Services

The Site may contain links to third-party websites or resources on the Internet, and in addition, third-party websites may contain links to the Site. When You access third party websites, You do so at Your own risk. Third party websites are not under Our control, and You acknowledge and agree that We are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such third-party websites or resources. The inclusion of any link to a third party website on the Site does not imply endorsement of that website by Us or any association with its operators. You further acknowledge and agree that We shall not be responsible or liable, directly or indirectly, for any harm, damage or loss caused, or alleged to be caused, by or in connection with the use of or reliance on any content, goods or services available on or through any such third party website or resource. YOUR ACCESS AND USE OF LINKED SITES AND THIRD PARTY RESOURCES IN GENERAL IS SOLELY AT YOUR OWN RISK. In addition, You will be solely responsible for understanding and complying with the terms of use maintained by any third party website or resource which You may choose to visit or use in any way.

5. Notices, Contact Information

A. Notice to Us: You can contact Us at the following:

admin@madestack.com

B. Notice to You:

VIII. Ownership and Proprietary Rights

1. We Retain Ownership of the Site, Our Property and Our Content

You agree that the Site and all Hosted Sites contain content created and/or owned by Us or our partners, and that such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws of the United States and other jurisdictions. We retain all rights in all such content except those rights expressly granted by these Terms. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Site or Hosted Site(s). You acknowledge and agree that, except as may be specifically noted to the contrary in these Terms, We own all legal right, title and interest in and to the Site and all of Our content (including intellectual property rights of all kinds) that is incorporated into the Site or Hosted Site(s), whether such rights are registered or not, and wherever in the world those rights may exist.

2. Grant of Limited License (for Site Use)

Subject to these Terms, We grant to You a limited, non-exclusive, non-sublicensable and non-transferable license to use the Site and Our content, solely for personal (or authorized entity) use in conjunction with Your use of the Site and/or Hosted Site(s). Unauthorized use, reproduction, modification, distribution or storage of any of Our content or third-party content for other than personal, non-commercial use of the Site or Hosted Site(s) is expressly prohibited.

3. Your Rights/Obligations with Regard to Content You Submit to the Site

A. You are Publishing the Content: By submitting Your Content to the Site and/or any Hosted Site You acknowledge that You are publishing that Content, and that You may be identified publicly by Your Site ID or other account information in association with any such Content.

B. We Do not Own Your Content: Except as provided in Section VII.3.C, below, We acknowledge and agree that we obtain no right, title or interest from You (or anyone else) under these Terms in or to any Content that you create, submit, post, transmit or display on or through the Site, including any intellectual property rights in that Content. You are solely responsible for protecting and enforcing Your rights in such Content, and We will have no obligation to do so on Your behalf.

C. Your License to Us: By submitting any Content through the Site, You hereby grant Us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit such Content in connection with the Site and Our (and Our successors and assigns’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites).

D. Your License to Other Users: By submitting Content to the Site You also hereby grant each other user of the Site and/or the Hosted Site(s) a non-exclusive license to access Your Content through the Site and/or Hosted Site(s).

E. Your Representations and Warranties Regarding Your Content: By submitting Content to the Site You hereby agree, represent and warrant, that You can demonstrate to Our full satisfaction upon request that You: (i) own or otherwise control all necessary rights to all of the content in the Content, or that the content in such Content is in the public domain, (ii) You have the full authority to act on behalf of any and all owners of any right, title or interest in and to any content in Your Content to use such content as contemplated by these Terms and to grant the license rights set forth above, (iii) You have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms; (iv) You will pay all royalties and other amounts owed to any person or entity due to Your submission of any Content; and (v) that the licenses granted by You in previous sections of these Terms will not infringe or violate the rights of any third party.

F. License to Use Forms, Templates, Etc. in Conjunction with Hosting Services: The Site may allow You, in exchange for certain fees, to use certain forms, templates and services that have been developed by Us (the “Templates”) to develop Hosted Site(s). Upon payment of all required fees, submission of accurate registration information, and subject to compliance with these Terms, We will grant You a limited license to use the Templates in order to develop and maintain such Hosted Site(s), solely in conjunction with the Site and Hosting Services, and solely while we are providing Hosting Services to You. Your license to use the Templates will expire at the end of the applicable subscription period and/or upon any termination of Your access to the Site and/or Your registration, whichever is earlier. Absent separate written agreement to the contrary, You may not use the Templates (or any part thereof) on any other website or hosting service, or in any context other than the Hosting Services provided by Us.

4. Feedback and Future Development

If you provide Us with any suggestions or feedback (including but not limited to suggestions for improvements to the Site)(hereafter “Feedback”), You hereby grant Us a fully-paid, perpetual, irrevocable, nonexclusive license to use and/or exploit such Feedback in any way, including but not limited to by incorporating such Feedback into the Site.

IX. Hosting Uptime, Liability Provisions, Dispute Resolution

1. Uptime

We will use commercially reasonable efforts to provide access to the Hosting Services twenty-four (24) hours a day, seven (7) days a week throughout the term of your subscription. You acknowledge and agree, however, that from time to time the Hosting Services and/or the Site may be inaccessible or inoperable for various reasons, including, without limitation, (i) periodic maintenance procedures or repairs which we may undertake from time to time; (ii) equipment malfunctions; and (iii) causes beyond the our control, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures. Unavailability of the Hosting Services and/or Site does not constitute a breach of these Terms.

2. Warranties and Representations by Us

You agree that We have no special relationship with, or fiduciary duty to, You. You acknowledge that We have no control over, and no duty to take any action regarding: (i) which individuals, companies or other entities gain access to or use the Site or Hosted Site(s); (ii) the Content that You may access or view via the Site or Hosted Site(s); (iii) the effects that that Content may have on You; (iv) how You or other individuals may interpret or use the Content; or (v) the actions You or other individuals or entities may take as a result of having been exposed to the Content. The Site and Hosted Site(s) may contain, or may contain links to websites that contain, Content that some people may find offensive or inappropriate. We make no representations concerning any Content of any kind contained in or accessed through the Site and/or any Hosted Site(s), and We will not be responsible or liable for the accuracy, copyright compliance, legality or decency of Content or other third party material contained in or accessed through the Site or Hosted Site(s).

THE SITE AND HOSTING SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SITE AND/OR HOSTED SITE(S) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS CAN OR WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS OR WILL SECURE, OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND/OR (D) THE RESULTS OF USING THE SITE OR ANY HOSTED SITE(S) WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. IN NO EVENT WILL WE BE LIABLE FOR LOSS OF ANY OF YOUR CONTENT OR OTHER DATA.

SOME STATES MAY NOT ALLOW LIMITATIONS ON CERTAIN WARRANTIES OR ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR MAY BE LIMITED BY ACTION OF LAW. IN SUCH EVENT, YOU AGREE THAT OUR LIABILITY WILL BE THE LOWEST LIABILITY ALLOWABLE UNDER APPLICABLE LAW.

Electronic Communications Privacy Act Notice (18 USC 2701-2711): WE MAKE NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE, INCLUDING BUT NOT LIMITED TO HOSTED SITE(S). We will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Our equipment, transmitted over networks accessed by the Site, or otherwise connected with Your use of the Site.

3. Warranties and Representations by You

You agree to defend, indemnify, and hold harmless Us, Our affiliates and each of Our employees, agents, members, partners, contractors, directors, suppliers and representatives, from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to Your use, misuse, or access to, the Site, Hosted Site(s), Content, Your violation of any of the Terms, or infringement by You or any third party using Your account of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You pursuant to this section, in which event You will assist and cooperate with Us in asserting any available defenses and will remain financially responsible for such liability.

4. Waiver, Release

As a condition of the use of the Site and/or any Hosted Site(s), You, to the fullest extent permitted by law, hereby waive and release all claims of any kind against Us, Our parent companies, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, for any claims, actions, suits, procedures, costs, expenses, damages and liabilities of any kind that may arise out of or in any way are related to Your use of the Site and or any Hosted Site(s).

Further, YOU HEREBY EXPRESSLY WAIVE ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 (or any statute of like effect in the jurisdiction in which you are located). This waiver extends to and includes any and all claims, liabilities, injuries, damages, and causes of action that You do not anticipate, know, or suspect to exist at the time that You use the Site or any Hosted Site, but that may develop, accrue, or be discovered in the future.

You further understand and acknowledge that you may be exposed to user submissions that are inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST US WITH RESPECT THERETO.

5. Limitation of Liability

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE OR ANY HOSTED SITE(S): (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR FOR SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (II) FOR ANY DAMAGES OF ANY KIND CAUSED BY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00) IN ANY CIRCUMSTANCE (SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU); OR (IV) FOR ANY AND ALL INJURIES, DEATH, LOSSES, COSTS, AND EXPENSES INCURRED BY YOU AND/OR ANY PERSON CLAIMING BY OR THROUGH YOU.

THE LIMITATIONS ON OUR LIABILITY TO YOU AS SET FORTH ABOVE SHALL APPLY TO THE MAXIMUM AMOUNT PERMITTED UNDER APPLICABLE LAW WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

6. Statute of Limitations

UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THESE TERMS, YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE OR ANY HOSTED SITE(S) MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

7. Dispute Resolution, Arbitration

If you have any concerns, questions or issue regarding the Site, You agree to notify Us of such concern, question or issue before taking any other action of any kind. You can contact us for this purpose at the contact information included in Section VII.5, above.

It is Our hope that any issues and/or concerns with the Site or any Hosted Site(s) can be quickly and amicably resolved. However, should the matter remain unresolved, then, at Our election in Our sole and absolute discretion, such matter shall be subject to binding arbitration before the American Arbitration Association, with proceedings to be conducted in Virginia . The subject matter before the arbitration tribunal may include claims for monetary damages, and equitable and injunctive relief. The arbitration tribunal shall consist of one arbitrator, the decision or award of whom shall be final and binding and upon which judgment may be entered in any competent court, expressly including such sitting in the state and county of Virginia, Virginia Beach County.

8. Choice of Law

These Terms shall be governed in all respects by the laws of the State of Virginia, without regard to such state’s conflict of law provisions. You agree that any claim or dispute you may have against Us must be resolved by a court located in Virginia Beach County, Virginia, except as otherwise agreed by the parties or as described in the Arbitration Agreement paragraph above. You agree to submit to the personal jurisdiction of the courts located within Virginia Beach County, Virginia for the purpose of litigating any such claims or disputes.

X. General Provisions

1. Integration and Severability

The Agreement between You and Us with respect to the Site and/or any Hosted Site(s), as reflected in these Terms, supersedes all other prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Us with respect to the Site. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

2. Additional Terms

We shall not be liable for any failure to perform Our obligations hereunder where such failure results from any cause beyond Our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including ‘line-noise’ interference). The Terms are personal to You, and are not assignable, transferable or sublicensable by You except with Our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without Your consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under these Terms will be in writing and will be deemed to have been duly given: (a) when received (if personally delivered) or sent by certified or registered mail, return receipt requested; (b) when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service. No action by any third party or any statement by any person other than the Our chief executive or managing partner shall operate to amend these Terms. To the extent there is an inconsistency between the Terms of Service and other terms or policies, these Terms of Service shall govern. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.