OpenEntry Terms of
Use
This is the official Terms of Use Agreement (“Terms of Use”) for www.openentry.com (the “Site”).
Please read this Terms
of Use carefully, as it constitutes legally binding terms and conditions
between PEOPLink, Inc. (“PEOPLink”, “we”, “us”, “our”)
and each user of the Site, that govern your use of the Site, whether
you are just browsing or have registered for an OpenEntry account (“User”,
“you”, “your”) and whether you are accessing the Site via a
personal computer, a wireless or mobile device or any other technology
or device now known or hereafter developed or discovered. The
term “Site” includes all websites and web pages within the Site,
as well as any equivalent, mirror, replacement, substitute or backup
websites and web pages that are associated with the Site. These
Terms of Use govern only your use of the Site and the Site Services
(as such term is defined below), and do not govern your use of any other
websites or any corresponding services, content, tools, features, functionality
and/or any business activities made available by any other third party,
unless specifically stated.
By using this Site,
you acknowledge that you have read and understand these Terms of Use
and acknowledge and agree that you shall comply with the terms and conditions
of these Terms of Use and any additional terms and conditions that govern
certain Site Services, which may be presented in connection with same
(the “Additional Terms”). The Site's Privacy Policy and the Additional
Terms, are hereby incorporated into these Terms of Use by reference.
To the extent that there is a conflict between these Terms of Use and
any applicable Additional Terms, the Additional Terms shall govern.
We may modify these
Terms of Use from time to time, and at any time, without notice to you,
for any reason, in our sole discretion, and each such modification shall
be effective upon posting on the Site. We recommend that you check back
frequently and review these Terms of Use regularly so you are aware
of the most current rights and obligations that apply to you.
1. Site Services.
A. General.
PEOPLink offers e-commerce platform solutions and tools via the Site
to enable business owners to create their own online transactional catalogs
for the sale of products and/or services to consumers (“Catalog(s)”),
enable business owner networks to aggregate their members’ individual
catalogs into a branded marketplace (each a “Network Market”) and
allow all Users access to third party software applications, technology
and tools related thereto (collectively, the “Site Services”).
Users who manage Catalogs (each, a “Catalog Operator”) and business
networks that manage network markets (each, a “Network Market Operator”)
are solely responsible for creating, managing, editing, reviewing, deleting
and otherwise controlling any and all content displayed on or in connection
with their Catalog or Network Market (collectively, the “User Content”),
regardless of whether PEOPLink provides any consulting design, customization
or any other related services in connection therewith, such as devising
descriptions of the products and services offered to customers of the
Catalog or Network Market.
B. Fees. The following Site Services are offered by PEOPLink:
C. Third Party Applications.
Some of the Site Services are powered by software application tools
and related technology made available, owned and controlled by third
parties, including Google, Inc. and Amazon Web Services LLC (and/or
their respective affiliates) (collectively, “Third Party Applications”).
Therefore, by using any such Site Services you acknowledge and agree
that you shall comply with the applicable terms and conditions related
to your use of such Third Party Applications (collectively, “Third
Party Applications Terms and Conditions”) (currently located at: http://www.google.com/
2. Registration.
If you wish to utilize the Site Services including, but not limited
to, creating a Catalog and/or Network Market, you must register for
an account on the Site and submit a unique Username and password combination
for such account (collectively, a “User ID”). As a registered User
of the Site, you are responsible for maintaining the strict confidentiality
of your User ID, and you shall be responsible for any access to or use
of the Site by you or any person or entity using your User ID, whether
or not such access or use has been authorized by you or on your behalf,
and whether or not such person or entity is your employee or agent.
You agree to immediately notify PEOPLink of any unauthorized use of
your User ID or account or any other breach of security. It is your
sole responsibility to (a) control the dissemination and use of your
User ID, (b) control access to your account, and (c) cancel your account
on the Site. We reserve the right to deny access, use and registration
privileges to any User of the Site if we believe there is a question
about the identity of the person trying to access any account or element
of the Site. PEOPLink shall not be responsible or liable for any loss
or damage arising from your failure to comply with this Section 2.
3. User Conduct and
User Representations and Warranties.
A. You hereby represent, warrant and agree that your use of the Site Services shall not:
B. You hereby represent,
warrant and agree that your User Content shall not contain fraudulent
information or make fraudulent offers of items or involve the sale or
attempted sale of counterfeit or stolen items or items whose sales and/or
marketing is prohibited by applicable law, or otherwise promote other
illegal activities. You further represent, warrant and agree that your
use of the Site Services and your User Content shall not infringe any
third party rights or violate any applicable laws or regulations and
shall be compatible and interoperable with the software and Site Services
provided by PEOPLink pursuant to these Terms of Use and the Third Party
Applications pursuant to the Third Party Applications Terms and Conditions.
C. We reserve the right
to investigate and take appropriate legal action against any User who,
in our sole discretion, violates, or is suspected of violating, this
Section 3, including, without limitation, reporting you to law enforcement
authorities. Further, you acknowledge, consent and agree that we may
access, preserve and disclose your account and registration information
and any other User Content or information if required to do so by law
or if based on a good faith belief that such access, preservation or
disclosure is reasonably necessary to (a) comply with the legal process,
(b) enforce these Terms of Use, (c) respond to claims that your use
of the Site Services or any of your User Content violates the
rights of any third party or contravenes any applicable laws or regulations,
(d) respond to your requests for customer or technical service, or (e)
protect the rights, property or personal safety of other Users or any
third parties.
4. NO WARRANTY, DISCLAIMER
AND LIMITATION OF LIABILITY
A. No Warranty. To the maximum extent permitted by law, PEOPLink makes no representations or warranties OF ANY KIND about the validity, accuracy, correctness, reliability, quality, stability, or completeness of any (A) site services, (b) THIRD PARTY APPLICATIONs or (c) ANY CATALOG, NETWORK MARKET, USER content or any INFORMATION, products and/or services contained therein OR MADE AVAILABLE IN CONNECTION THEREWITH, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND/OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. without limiting the generality of the foregoing, PEOPLink does not represent or warrant that (i) the manufacture, importation, export, distribution, offer, display, purchase, sale, and/or use of products of services offered VIA any catalog OR NETWORK MARKET or the related USER content does not violate any third party rights OR CONTRAVENE ANY APPLICABLE LAWS OR REGULATIONS, (ii) THAT THE site SERVICES WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE site, site SERVICEs and/or third party applications WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS SITE AND ALL SITE SERVICES ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
B. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT, TO THE
FULLEST EXTENT PERMISSIBLE BY LAW, PEOPLINK, ITS SUCCESSORS AND ASSIGNS,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS,
OPERATIONAL SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS, SHALL NOT
BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN
CONNECTION WITH OR ARISING FROM USE OF THE SITE, YOUR USE OF THE SITE
SERVICES OR FROM THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION,
COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE
DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION
OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY,
SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
C. Release.
You acknowledge and agree that although we (a) supply access to the
tools to create the Catalogs and Networks Markets, (b) provide complimentary
User support and (c) offer consulting services on a case-by-case basis,
we are not responsible for, have no control over and do not guarantee
(i) the adequacy, accuracy, quality, safety or legality of any Catalogs,
Network Markets or any User Content, products and/or services made available
by Users in connection therewith, (ii) the ability of Catalog Operators
and/or Network Market Operators to sell items, (iii) the ability of
Users to pay for items or (iv) the completion or fulfillment of any
transactions conducted via any Catalog or Network Market. You
further acknowledge and agree that (1) any ideas and/or opinions expressed
by any Catalog Operator or Network Market Operator as made available
to you via any Catalog or Network Market (directly or indirectly) concerning
their respective User Content, products, services or otherwise do not
reflect those of PEOPLink, (2) PEOPLink is not involved in, does not
and has no obligation to endorse, participate in or otherwise facilitate
any communications, dealings or transactions between you and any Catalog
Operator or Network Market Operator, (3) any advertisements, claims,
specifications or any other information relating, accompanying or otherwise
appurtenant to any product or service made available via any Catalog
or Network Market shall not be construed as an endorsement thereof by
PEOPLink, (4) your access to, use of or reliance on any User Content,
products or services made available to you via any Catalog or Network
Market is at your own risk.
Because we do not control,
monitor, manage or regulate your communications, transactions, activities
or dealings with any Users, Catalog Operator or Network Market Operator
via any Catalog or Network Market (as applicable) or the information
you receive via the same relating to any User Content, information,
products or services, beyond the rights and obligations specifically
set forth in this Agreement, if you have any dispute with one or more
Users, Catalog Operators or Network Market Operators, or are in any
way damaged as a result of any third party in connection therewith,
you hereby release and covenant not to sue or otherwise make a claim,
demand or file any legal action or institute any legal or regulatory
proceedings against us, our affiliates, officers, directors, employees,
agents, representatives and suppliers from, for any claims, actions,
demands or damages (whether direct, indirect, special, incidental or
consequential), of whatever kind or nature, known or unknown, suspected
or unsuspected, whether foreseeable or not, disclosed or undisclosed.
If you are a California resident, you waive California Civil Code §1542,
which says: "A general release does not extend to claims which
the creditor does not know or suspect to exist in his favor at the time
of executing the release, which if known by him must have materially
affected his settlement with the debtor."
5. Indemnity.
You agree to defend, indemnify and hold PEOPLink, its successors and
assigns, directors, officers, employees, representatives, agents, licensors,
advertisers, suppliers and operational service providers harmless from
any and all claims, liabilities, damages, losses, costs and expenses
(including reasonable attorneys’ fees) (collectively, “Claims”),
arising in any way out of or in connection with (a) your access to and
use of the Site and the Site Services, (b) your breach or violation
of these Terms of Use or any Third Party Application Terms and Conditions
and (c) your Catalog Content. PEOPLink reserves the right, at its own
expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you, and in such case, you agree to cooperate
with PEOPLink’s defense of such Claim.
A. Catalog Content.
Each User retains all rights, title and interest in and to all intellectual
property rights embodied in their respective Catalog Content, exclusive
of any content or software including, but not limited to, Third Party
Applications, provided or made available via the Site.
B. Site Content.
The Site shall solely be used for your internal business purposes and
for no other purposes. You must not alter, delete or conceal any copyright,
trademark, service mark or other notices contained on the Site and/or
Third Party Applications, including, without limitation, notices on
anything you transmit, display, print, stream or reproduce from the
Site. Except as expressly authorized by PEOPLink, you shall not, nor
shall you allow any third party (whether or not for your benefit or
otherwise) to, reproduce, modify, create derivative works from, display,
perform, publish, distribute, disseminate, broadcast or circulate to
any third party (including, without limitation, on or via a third party
website or platform), or otherwise use, any content on the Site (“Site
Content”) without the express, prior written consent of PEOPLink or
its owner if PEOPLink is not the owner of such Site Content. Any unauthorized
or prohibited use of any Site Content may subject you to civil liability,
criminal prosecution, or both, under applicable federal, state, local
laws, or applicable foreign laws, rules, regulations and treaties. We
require Users to respect our copyrights, trademarks, and other intellectual
property rights and shall aggressively enforce same to the fullest extent
of the law, including seeking criminal prosecution. We likewise respect
the intellectual property of others.
7. Personal
Information. We respect your privacy and the use and protection
of your personally identifiable information. In the course of your use
of the Site, you may be asked to provide certain ”Personal Information”
(as defined in the Site’s Privacy
Policy) to us, particularly when
you become a registered User of the Site. Our information collection
and use policies with respect to the privacy of such Personal Information
are set forth in the Site’s Privacy
Policy, which is incorporated herein
by reference for all purposes. We encourage you to read the Privacy
Policy, and to use it to help make informed decisions. You acknowledge
and agree that you are solely responsible for the accuracy and content
of Personal Information.
8. Termination.
PEOPLink reserves the right to immediately suspend and/or terminate
your access to and use of the Site and Site Services (including suspension
or termination of any User’s account) if you breach any of the terms
set forth in these Terms of Use.
9. Assignment.
These Terms of Use, and any rights, licenses and privileges granted
herein, may not be transferred or assigned by you, but may be assigned
or transferred by PEOPLink without restriction and without notice to
you.
10. Governing Law; Miscellaneous. These Terms of Use, together with any Additional Terms, our Privacy Policy, and any other regulations, procedures and policies which we refer to and which are hereby incorporated by reference, contain the entire understanding and agreement between you and PEOPLink concerning the Site and supersedes any and all prior or inconsistent understandings relating to the Site and your use thereof. These Terms of Use cannot be changed or terminated orally. If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and these Terms of Use shall be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of these Terms of Use; however, no action arising out of these Terms of Use or your use of the Site, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).
These Terms of Use and your use of the Site is governed by, construed
and enforced in accordance with the internal substantive laws of the
State of Maryland (notwithstanding the State's conflict of laws
provisions) applicable to contracts made, executed and wholly performed
in Maryland, and, for the purposes of any and all legal or equitable
actions, you specifically agree and submit to the exclusive jurisdiction
and venue of the State and Federal Courts situated in the State and
County of Maryland and agree you shall not object to such jurisdiction
or venue on the grounds of lack of personal jurisdiction, forum non
conveniens or otherwise. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE
ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE
OF THE SITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY
WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY
JURY.
Should you require
technical assistance please contact us at Support@OpenEntry.com.
These Terms of Use
were last modified on the date indicated above and are effective immediately.
© Copyright 2010
PEOPLink, Inc. -- All Rights Reserved.