EFFECTIVE JULY 13, 2007
1. General.
whereIstand.com is an interactive on-line service operated by whereIstand.com, Inc. on the World Wide Web. The whereIstand.com services are hosted in the United States.
(A) This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the services at whereIstand.com. By using the whereIstand.com services, you agree to be bound by this Agreement, whether you are a "Visitor" or you are a "Member" (which means that you have registered with whereIstand.com). The term "User" refers to both Visitors and Members. You are only authorized to use the services at whereIstand (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave whereIstand.com and discontinue use of the services at whereIstand immediately. By using whereIstand.com, USER agrees to comply with all of the terms and conditions hereof. This Agreement includes whereIstand.com's policy for acceptable use of the whereIstand services, content posted on whereIstand.com, your rights, obligations and restrictions regarding your use of whereIstand.com, and whereIstand.com's Privacy Policy. You may receive a copy of this Agreement by emailing us at: privacy@whereIstand.com, Subject: Terms of Use Agreement.
(B) In consideration of your use of whereIstand.com, you agree to (i) provide accurate, current and complete information about you as may be prompted by any registration forms on whereIstand.com ("Registration Data"); (ii) maintain the security of your password and identification; (iii) maintain and promptly update the Registration Data, and any other information you provide to whereIstand.com, to keep it accurate, current and complete; and (iv) be fully responsible for all use of your account including any actions that take place using your account and ensuring that all use of your account complies fully with the provisions of this Agreement. The right to use whereIstand.com is personal to USER and is not transferable to any other person or entity.
(C) whereIstand.com shall have the right at any time to change or discontinue any aspect or feature of whereIstand.com, including, but not limited to, content, hours of availability, and equipment needed for access or use.
2. Eligibility
Membership in whereIstand.com is void where prohibited. whereIstand.com is intended solely for users who are thirteen or older. Use of the site by anyone who is under thirteen is unauthorized and in violation of these Terms of use. By using whereIstand.com, you represent and warrant that you are at least thirteen years old and that you agree to and abide by all of the terms and conditions of this Agreement.
3.Changed Terms.
whereIstand.com shall have the right at any time to change or modify the terms and conditions applicable to USER's use of whereIstand.com, or to impose new conditions, including, but not limited to, adding fees and charges for use. If whereIstand.com modifies the terms and conditions for use, we will post such changes to this Terms of Use Agreement and will indicate the date these terms were last revised. Your continued use of whereIstand.com after any such notice constitutes your acceptance of the new Terms of Use. By using the whereIstand.com services, you agree to review this Agreement regularly to ensure that you are updated as to any changes.
4. Equipment.
USER shall be responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for access to and use of whereIstand.com and all charges related thereto.
5. USER Conduct.
(A) USER shall use whereIstand.com for lawful purposes only. USER shall not post or transmit through whereIstand.com any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law, or which, without whereIstand.com's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a USER that in whereIstand.com 's discretion restricts or inhibits any other USER from using or enjoying whereIstand.com will not be permitted. USER shall not use whereIstand.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become USERs of other on-line information services competitive with whereIstand.com. If you become aware of misuse of whereIstand.com or any violation of this Agreement, please contact us at help@whereIstand.com.
(B) whereIstand.com contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of whereIstand.com are copyrighted as a collective work under the United States copyright laws. whereIstand.com owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. USER may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of whereIstand.com and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. USER acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
(C) USER shall not upload, post or otherwise make available on whereIstand.com any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with USER. USER shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. Without limiting the foregoing, if you believe that your work has been copied and posted on whereIstand.com in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on whereIstand.com; (iv) your address, telephone number, and email address; (v) a written 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; (vi) 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 authorized to act on the copyright owner's behalf. whereIstand.com's Copyright Agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, whereIstand.com, Inc., 580 Broadway, Suite 904, NY, NY 10012; Facsimile: (212) 431-2913; Attn: Copyright Agent; and email: copyrightagent@whereIstand.com.
By submitting material to any public area of whereIstand.com, USER automatically grants, or warrants that the owner of such material has expressly granted whereIstand.com the royalty-free, perpetual, irrevocable, non-exclusive right and license to use and sublicense, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. USER also permits any other USER to access, view, store or reproduce the material for that USER's personal use.
You represent and warrant that: (i) you own the content posted by you on or through whereIstand.com or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your content on whereIstand.com does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owed to any person by reason of any content posted by you to or through whereIstand.com.
(D) The foregoing provisions of Section 5 are for the benefit of whereIstand.com, Inc., its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
6. User Content
(A)whereIstand.com may delete any content that in the sole judgment of whereIstand.com violates this Agreement or which may be offensive, illegal, or violate the rights, harm, or threaten the safety of any person. whereIstand.com assumes no responsibility for monitoring the whereIstand.com services for inappropriate content or conduct. If at any time whereIstand.com chooses, in its sole discretion, to monitor the whereIstand.com services, whereIstand.com nonetheless assumes no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the User submitting any such content.
(B)You are solely responsible for the content that you post on or through any of the whereIstand services, including, but not limited to, any material or information that you transmit to other Users. whereIstand.com does not endorse and has no control over the content. Content is not necessarily reviewed by whereIstand.com prior to posting and does not necessarily reflect the opinions or policies of whereIstand.com. whereIstand.com makes no warranties, express or implied, as to the content or to the accuracy and reliability of the content or any material or information that you transmit to other Users. Although whereIstand.com provides rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on whereIstand.com and are not responsible for any offensive, inappropriate, obscene, defamatory, unlawful or otherwise objectionable content you may encounter on whereIstand.com. whereIstand.com is not responsible for the conduct, whether online or offline, of any User of whereIstand.com.
7. Disclaimer of Warranty; Limitation of Liability.
(A) USER EXPRESSLY AGREES THAT USE OF WHEREISTAND.COM IS AT USER'S SOLE RISK. NEITHER WHEREISTAND.COM, INC., ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT WHEREISTAND.COM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF WHEREISTAND.COM, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH WHEREISTAND.COM.
(B) WHEREISTAND.COM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
(C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT WIS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.
(D) IN NO EVENT WILL WHEREISTAND.COM, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING WHEREISTAND.COM OR THE WHEREISTAND.COM SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE WHEREISTAND.COM. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON WHEREISTAND.COM.
(E) IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, WHEREISTAND.COM , NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN WHEREISTAND.COM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. NEITHER, WHEREISTAND.COM , NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION.
(F) WHEREISTAND.COM IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE WHEREISTAND.COM OR IN CONNECTION WITH THE WHEREISTAND.COM SERVICES, WHETHER CAUSED BY USERS OF WHEREISTAND.COM OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED ON WHEREISTAND.COM. PROFILES CREATED AND POSTED BY USERS ON WHEREISTAND.COM MAY CONTAIN LINKS TO OTHER WEBSITES. WHEREISTAND.COM IS NOT RESPONSIBLE FOR THE CONTENT, ACCURACY OR OPINIONS EXPRESSED ON SUCH WEBSITES, AND SUCH WEBSITES ARE IN NO WAY INVESTIGATED, MONITORED OR CHECKED FOR ACCURACY OR COMPLETENESS BY WHEREISTAND.COM. INCLUSION OF ANY LINKED WEBSITE ON WHEREISTAND.COM DOES NOT IMPLY APPROVAL OR ENDORSEMENT OF THE LINKED WEBSITE BY WHEREISTAND.COM. WHEN YOU ACCESS THESE THIRD-PARTY SITES, YOU DO SO AT YOUR OWN RISK. WHEREISTAND.COM TAKES NO RESPONSIBILITY FOR THIRD PARTY ADVERTISEMENTS WHICH ARE POSTED ON WHEREISTAND.COM, NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE GOODS OR SERVICES PROVIDED BY ITS ADVERTISERS. WHEREISTAND.COM IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF WHEREISTAND.COM. WHEREISTAND.COM ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER OR MEMBER COMMUNICATION.
8. Indemnification.
USER agrees to defend, indemnify and hold harmless whereIstand.com, Inc., its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of whereIstand.com by USER or USER's Account.
9. User Disputes.
You are solely responsible for your interactions with other whereistand.com Users. We reserve the right, but have no obligation, to investigate the disputes between you and other Users.
10. Termination.
whereIstand.com may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using or accessing whereIstand.com for any reason, or no reason, at any time in its sole discretion, with or without notice, including without limitation.
11. Governing Law; Venue and Jurisdiction
By visiting or using whereIstand.com, you agree that the laws of the State of New York, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and whereIstand.com, or any of our affiliates. You agree not to commence or prosecute any action in connection with your use of whereIstand.com and this Agreement other than in the state and federal courts of New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of New York.
12. Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about whereIstand.com ("Submissions"), provided by you to whereIstand.com are non-confidential and shall become the sole property of whereIstand.com. whereIstand.com shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
13. Term
This Agreement shall remain in full force and effect while you use services at whereIstand.com or are a Member. whereIstand.com may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect.
14. Privacy
Use of whereIstand.com is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.
15. Other
This Agreement is accepted upon your use of whereIstand.com and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and whereIstand.com regarding the services provided by whereIstand.com. The failure of whereIstand.com to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. whereIstand.com is a trademark of whereIstand.com, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severed from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Please contact us at: help@whereIstand.com with any questions regarding this Agreement.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.