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Terms
and Agreement
Effective: September 22, 2005
Welcome
to XrateIt.com. XrateIt.com is an online global networking service dedicated to
members who participate or enjoy the extreme sports (also known as action
sports) lifestyle. The XrateIt.com service is operated by XrateIt.com. You
must read this entire agreement and agree to be bound by all of the terms and
conditions regardless of whether or not you register as a community member.
By
clicking on the “Agree/Accept” button, you confirm that you accept these terms.
If you do not agree to these terms, DO NOT click on the “Agree/Accept” button
and click cancel or simply leave the website. XrateIt.com reserves the right,
at its sole discretion, to change, modify, or delete any portion of this
agreement at any time without notice. If we do this, we will post these changes
and will annotate the effective date change at the top of the page. If you
continue to use the Website after these changes your actions will constitute
your acceptance of the “New” terms. It is your responsibility to review the
Terms and Conditions on a regular basis.
This
agreement is governed by the laws of the United States and the State of
California.
We
strongly suggest that you use sound judgment in providing information you post
on XrateIt.com. Your membership profile may not include last names, telephone
numbers, home/work street address. Under no circumstance will you post
photographs or videos that contain nudity, violence, or offensive material.
Information provide by other XrateIt.com members may contain inaccurate,
misleading, offensive material, products or services and this website assumes no
responsibility or liability for this material.
In the
event that you participate in a XrareIt.com event, you agree to release and hold
us harmless for any and all losses, claims, actions, damages of any kind
including, without limitation, personal injuries, death and property damage,
either directly or indirectly related to or arising from your participation.
Eligibility
Membership for this Website is void where prohibited. You must be thirteen (13)
years of age or older to register and/or use this Website. By using this
Website, you represent and warrant that you have the right, authority, and
capacity to agree and to abide by other terms of this Agreement. Furthermore,
you represent and warrant that the use of the XrateIt.com shall not violate any
laws or regulations. All registration information and content that you submit
and post must be truthful and accurate. You are solely responsible for all
content published and displayed through your membership account. XrateIt.com
may terminate your membership for any reason, at any time.
Proprietary Content Posted on this Website
XrateIt.com owns and retains all content and proprietary rights on this Website,
including but not limited to design, graphics, files, trademarks, ,music works
service marks (“Content”) This content may not be altered, copied, modified,
reproduced, posted, transmitted sold in any form or by any means without prior
written permission. You may download or print a copy any Content for personal,
non-commercial use.
Content Posted on this Website
As a
member of the XrateIt.com service, you are solely responsible for the content,
photos, videos, and profile information that you post or transmit to other
members. You agree that XrateIt.com may review and remove any member content
deemed to violate the spirit of this agreement.
By
posting Member content to any part of this service, you automatically grant, and
you represent a warrant that you have the right to grant, to XrateIt.com
non-exclusive, irrevocable, perpetual, fully paid, worldwide license (with the
right to sublicense) to use, copy, perform, display, reformat, transmit and
distribute such Content and information and to prepare derivate work or
incorporate into other works, such Content. You also represent and warrant that
your Content does not violate any privacy rights, copyrights, publicity rights,
and intellectual property rights of any person. You agree to pay for all
royalties and fees owing to a person that may own these rights.
Copyright Provisions
If any
member or non-member has evidence that someone has infringed upon their
copyright works contact us immediately at
info@xrateit.com and provide us with the following information:
Name of
person authorized to act on behalf of the owner of copyright content, a
description of the copyright material, and where on the Website you discovered
the violation. In addition, please provide a written statement that you did not
authorize a member to use your copyrighted material and a brief statement
claiming that you are the rightful and lawful owner of aforesaid content.
Member
Conduct
Generally, you must use this
Service in a manner that demonstrates good taste and respect for the rights of
XrateIt.com and third parties. We expect our members to present our services in
an honest, ethical, and truthful manner always mindful of the reputation and
integrity of XrateIt.com.
If you elect to become an Event
Coordinator, you will be solely and exclusively responsible for ensuring that
your event, its contents and the contents of any web sites linked to your event,
are in compliance with the terms and conditions of this Agreement and all
applicable laws, regulations and rules.
You will not use XrateIt.com
Service to post content or to market or sell any service or product that (i)
infringes the rights of a third party, including, without limitation,
copyrights, trademarks, patents, trade secrets, rights of privacy and publicity,
(ii) is libelous, defamatory or slanderous, (iii) condones, promotes, contains
or links to warez, cracks, hacks or similar utilities or programs, (iv) is
sexually suggestive or contains explicitly sexual content (including nudity),
(v) does or may denigrate or offend any ethnic, racial, gender, religious or
other protected group, through use of language, images, stereotypical depiction
or otherwise, (vi) is designed to or does harass, threaten, defame or abuse
others, (vii) exploits images or the likeness of minors, (viii) encourages or
depicts the use of drugs, alcohol or cigarettes or (ix) is generally offensive
or in bad taste.
You will not (i) use "spam,"
"blast-faxes" or recorded telephone messages to market or sell Services, (ii)
interfere with XrateIt.com Service by using viruses or any other programs or
technology designed to disrupt or damage any software or hardware, (iii) modify,
create derivative works from, reverse engineer, decompile or disassemble any
technology used to provide XrateIt.com Service, (iv) use a robot, spider or
other device or process to monitor the activity on or copy pages from
XrateIt.com Web Site, (v) collect electronic mail addresses or other information
from third parties by using XrateIt.com Service, (vi) impersonate another person
or entity, (viii) engage in any activity that interferes with any third party's
ability to use or enjoy XrateIt.com Service or (ix) assist any third party in
engaging in any activity prohibited by this Agreement.
No
Solicitation
You agree
that you will NOT approach XrateIt.com’s employees, contractors, or business
partners with proposals to hire them as its own employees or contractors. If you
hire any of XrateIt.com’s employees or contractors, you agree to pay XrateIt.com
for each employee or contractor hired the greater amount of three years
compensation for that employee or contractor or $200,000.
Assignment
All
Company members may not assign its rights or duties under this Agreement to
another without the express written consent of XrateIt.com, which will not be
unreasonably withheld. XrateIt.com may assign its rights and obligations under
this Agreement without notice so long as the Service continues to operate as
outlined in this Agreement.
Severability
The terms
of this Agreement are severable. If any part of this Agreement is determined to
be unenforceable or invalid, that part of the Agreement will be interpreted in
accordance with applicable law as closely as possible in line with the original
intention of both parties of the Agreement. The remaining terms and conditions
of the Agreement will remain in full force and effect.
Governing Law
This
Agreement shall be deemed entered into in the State of California. All disputes
and claims relating to XrateIt.com and The User Agreement shall be settled by
arbitration in San Diego, California or such other location as XrateIt.com
chooses, in accordance with the Federal Arbitration Act and the Commercial
Arbitration Rules of the American Arbitration Association. If you file a claim
or counterclaim against XrateIt.com as a member, you agree to do so on an
individual basis and not with any other members as a class action undertaking.
The decision of the arbitrator shall be final and binding on the parties and may
be reduced to a judgment in any court of competent jurisdiction. Each party to
the arbitration shall be responsible for its own costs and expenses of
arbitration including legal and filing fees. The parties agree to jurisdiction
and venue before any federal or state court in the State of California.
Endorsement
I
understand that no attorney general or any other regulatory authority ever
reviews, endorses, or approves of any service offering, product, compensation
program or company, and I will make no such claims to others.
Entirety
This
Agreement constitutes the entire understanding and contract between the parties
and supersedes any an all prior and contemporaneous, oral, or written
representations, communication, understandings, and agreements between the
parties with respect to the subject matter herein.
Nothing in this Agreement,
express or implied, shall be deemed to confer any rights or remedies upon, nor
obligate any of the parities hereto, to any person or entity other than such
parties, unless so stated to the contrary.
Each of the parties, to this Agreement represents and warrants that it has full
power to enter into this Agreement and hasn’t assigned, encumbered, or in any
manner transferred all or any portion of the claims covered by this Agreement.
Waiver
Any waiver
by XrateIt.com of any breach of this Agreement must be in writing and signed by
an authorized officer or agent of XrateIt.com. Waiver by XrateIt.com of any
breach of this Agreement by me shall not operate or be construed as a waiver of
any subsequent breach.
DISCLAIMERS, EXCLUSIONS AND LIMITATIONS
XrateIt.com PROVIDES XrateIt.com SERVICE ON AN "AS IS" BASIS. XrateIt.com DOES
NOT REPRESENT OR WARRANT THAT XrateIt.com SERVICE OR ITS USE (i) WILL BE
UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR
REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR
SOFTWARE YOU USE. XrateIt.com MAKES NO WARRANTIES OTHER THAN THOSE MADE
EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.
THE
THIRD-PARTY LINKS, SERVICES, RESOURCES AND INFORMATION THAT XrateIt.com PROVIDES
ON OR MAKES AVAILABLE THROUGH XrateIt.com WEB SITE ARE NOT CONTROLLED BY
XrateIt.com. ACCORDINGLY, XrateIt.com MAKES NO WARRANTIES REGARDING SUCH
THIRD-PARTY SERVICES, RESOURCES AND INFORMATION, INCLUDING WITHOUT LIMITATION,
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND
NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH
THIRD-PARTY SERVICES, RESOURCES OR INFORMATION.
XrateIt.com WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO
LOST PROFITS, LOST DATA, LOST WINNINGS, OR LOSS OF GOODWILL) ARISING OUT OF,
RELATING TO OR CONNECTED WITH THE USE OF The COMPANY SERVICE, BASED ON ANY CAUSE
OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR
A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT OR IN
CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT
WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE
GREATER OF (i) THE AMOUNT PAID BY XrateIt.com TO YOU DURING THE SIX MONTHS
IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.
XrateIt.com AND ITS PERSONNEL MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE
ACCURACY OR COMPLETENESS OF THE INFORMATION OR ITEMS IN OR RELATED TO THE SITE.
XrateIt.com AND ITS PERSONNEL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY
ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE. THE INFORMATION IN THE SITE MAY
BE OUT OF DATE, AND XrateIt.com MAKES NO COMMITMENT TO UPDATE SUCH INFORMATION.
YOUR
ACCESS TO AND USE OF The COMPANY SERVICE ARE AT YOUR RISK. UNDER NO
CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL XrateIt.com AND
ANY OTHER PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE BE
LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY DIRECT,
INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES) ARISING OUT OF OR
RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SITE, OR
OTHER LOCATIONS ACCESSIBLE THROUGH THE SITE, EVEN IF XrateIt.com OR A
XrateIt.com AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, EVERYTHING IS PROVIDED TO YOU "AS
IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
XrateIt.com AND ANY OTHER PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING
THE SITE ALSO ASSUME NO RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR, ANY
DAMAGES TO OR INTERFERENCE WITH EQUIPMENT, PROGRAMS, FILES, OR OTHER PROPERTY
(FOR EXAMPLE, FROM VIRUSES) WHETHER SUCH DAMAGES ARE RELATED TO ACCESS OR USE OF
THE SITE OR OTHER LOCATIONS ACCESSIBLE THROUGH THE SITE. YOUR SOLE REMEDY FOR
DISSATISFACTION WITH OR DAMAGE SUSTAINED IN CONNECTION WITH THE SITE IS TO STOP
USING THE SITE. YOUR PERMISSION TO USE THE SITE MAY AUTOMATICALLY TERMINATE
WITHOUT NOTICE AT XrateIt.com's SOLE DISCRETION. PLEASE NOTE THAT SOME
JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE
ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY
RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.
INDEMNIFICATION. YOU WILL INDEMNIFY AND HOLD XrateIt.com AND ITS EMPLOYEES,
REPRESENTATIVES, AGENTS, AFFILIATES, DIRECTORS, OFFICERS, MANAGERS AND
SHAREHOLDERS (THE "INDEMNIFIED PARTIES") HARMLESS FROM ANY DAMAGE, LOSS, COST OR
EXPENSE (INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES AND COSTS) INCURRED IN
CONNECTION WITH ANY THIRD-PARTY CLAIM, DEMAND OR ACTION ("CLAIM") BROUGHT
AGAINST ANY OF THE INDEMNIFIED PARTIES INSOFAR AS SUCH CLAIM ALLEGES FACTS OR
CIRCUMSTANCES THAT WOULD CONSTITUTE A BREACH OF ANY PROVISION OF THIS AGREEMENT
BY YOU. IF YOU ARE OBLIGATED TO PROVIDE INDEMNIFICATION HEREUNDER, XrateIt.com
MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, CONTROL THE DISPOSITION OF ANY CLAIM
AT YOUR SOLE COST AND EXPENSE. WITHOUT LIMITATION OF THE FOREGOING, YOU WILL NOT
SETTLE, COMPROMISE OR IN ANY OTHER MANNER DISPOSE OF ANY CLAIM WITHOUT THE
CONSENT OF XrateIt.com. IF YOU ARE OBLIGATED TO PROVIDE INDEMNIFICATION
HEREUNDER, XrateIt.com MAY WITHHOLD ANY PAYMENT IT IS OTHERWISE REQUIRED TO MAKE
TO YOU TO OFFSET AGAINST YOUR INDEMNITY OBLIGATIONS.
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