PERKLEY AGENTS - Terms of Use
Last Updated: October 26, 20121. INTRODUCTION
Welcome to Perkley Agents, operated by Perkley, LLC ("Perkley" or "we" or "us"). When using the services offered through www.perkley.com (the "Site") you agree to the following terms and conditions ("Terms of Use"). If you are a parent or guardian and you provide your consent to your child's registration with the Site, you agree to be bound by these Terms of Use with respect to their use of the Site.
If you do not understand or agree with these terms please do not use the Site and do not register to be a member of the Site. If you have any questions or concerns regarding these Terms of Use, please contact us by sending an email to: legal@perkley.com. Do not use the Site until your questions and concerns have been answered to your satisfaction, and you agree to abide by the terms and conditions of these Terms of Use.
You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the generality of the foregoing, you acknowledge that such consideration includes your use of the Site and receipt of data, materials and information available at or through the Site.
2. ELIGIBILITY
Perkley Agents is a Children's Online Privacy Protection Act ("COPPA") compliant website, and is designed for participants of all ages. If you are under the age of 18, you must have your parent or legal guardian review these Terms of Use with you and give you their permission for your continued use of the Site. By using the Site, you represent that you and your parent or guardian have joined in this agreement. Use of the Site is void where prohibited. By using the Site, you represent and warrant that you have the right, authority and capacity to enter into this agreement and to abide by all the terms and conditions of these Terms of Use, and you agree to be legally bound by these Terms of Use, just as if you or your parent/guardian had signed this agreement.
Parents and guardians: You are advised to exercise supervision over your children's on-line activities. If you do not agree to these Terms of Use, do not let your child use the Site.
3. USE OF CONTENT
The Site is only for your personal use and is intended for entertainment purposes only. You may not use the Site for commercial purposes or in any way that is unlawful, or harms us or any other person or entity as determined in our sole discretion.
All information, materials, functions and other content contained on the Site is our copyrighted property or the copyrighted property of our licensors or licensees. All trademarks, slogans, service marks, trade names, and trade dress are proprietary to us and/or our licensors or licensees. We may change the Site or delete content or features from the Site at any time, in any way, for any reason.
Except as specifically agreed to in writing, no content from the Site may be used, reproduced, transmitted, distributed or otherwise exploited in any way other than as part of the Site, not even as part of a derivative work, except that where the Site is configured to enable the download of particular content, you may download one copy of such content to a single computer for your personal, noncommercial house use only, provided that you (1) keep intact all copyright and other proprietary notices, (2) make no modifications to, and do not rent, lease, loan, sell, distribute, copy (except to create a single copy for your own back-up purposes), or create any derivative works based on the Site or its content, in whole or in part, and (3) do not use the content in an unlawful manner or in a manner that suggests an association with any of our products, services or brands. Using our content for any other purposes is a violation of our copyright and other proprietary rights and is strictly prohibited.
In the event that we offer downloads of software on the Site and you download such software, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively "Software") are licensed to you by us or third-party licensors for your limited, personal, noncommercial home use only. We do not transfer title to the Software to you.
Except as permitted under applicable law, you may not distribute or otherwise exploit the Software or decompile, reverse engineer, disassemble, adapt it, or otherwise reduce the Software to a human-readable form, except to the extent permitted by applicable law.
YOU ACKNOWLEDGE AND AGREE THAT NOTHING IN THESE TERMS OF USE SHALL HAVE THE EFFECT OF TRANSFERRING THE OWNERSHIP OF ANY COPYRIGHTS, TRADEMARKS, SLOGANS, SERVICE MARKS, TRADE NAMES, TRADE DRESS OR OTHER PROPRIETARY RIGHTS IN THE SITE OR ITS CONTENT OR ANY PART THEREOF TO YOU OR ANY THIRD PARTY NOR TO AUTHORIZE YOU TO CREATE DERIVATIVE WORKS BASED ON THE CONTENT.
4. SUBMISSIONS
In these Terms of Use, we use the terms "Submissions" to mean text, messages, ideas, concepts, pitches, suggestions, stories, screenplays, treatments, formats, artwork, photographs, drawings, videos, audiovisual works, musical compositions (including lyrics), sound recordings, characterizations, your and/or other persons' names, likenesses, voices, agent names, profiles, actions, appearances, performances and/or other biographical information or material, and/or other similar materials that you submit, post, upload, embed, display, communicate or otherwise distribute on or through the Site. Any Submissions shall be deemed and shall remain our property. None of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, we shall exclusively own, and you assign to us, all right, title and interest in and to the Submissions of every kind and nature throughout the universe and we shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.
5. ACCOUNTS
Some services on the Site permit or require you to create an account to participate or to secure additional benefits. You agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by our registration processes. You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's agent name, access code or other account information, or another person's name, likeness, voice, image or photograph. You shall not provide false details for a parent or guardian. You acknowledge that you may not sublicense, transfer, sell, or assign Your Membership or Account ID. Any attempt to sublicense, transfer, sell or assign your Membership or Account ID is void, and such attempts, regardless of whether made by the account holder, will result in immediate termination of the account.
You also agree to promptly notify us of any unauthorized use of your agent name, access code, or other account information, or any other breach of security that you become aware of involving or relating to the Site. In addition, you agree to exit from your account at the end of each session.
Subject to applicable law, we may suspend or terminate your account and your ability to use the Site for failure to comply with these Terms of Use or any special terms related to a particular service, for infringing copyright, or for any other reason whatsoever.
6. E-COMMERCE
From time to time, you may purchase goods or services on the Site. You acknowledge that only an adult (18 years or older) can enter into and complete any such transaction. Our information practices, including how we collect, use and disclose personal information (including financial and billing information) are set forth in the Privacy Policy located at the following link: http://www.perkley.com/privacy-policy/.
7. RULES OF CONDUCT The following Rules of Conduct apply to the Site. By using the Site, you agree not to submit, post, upload, embed, display, communicate or otherwise make available, through or in connection with the Site anything that:
- is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; is bigoted, hateful, or racially or otherwise offensive; is violent, vulgar, obscene, pornographic or otherwise sexually explicit; otherwise harms or can reasonably be expected to harm any person or entity;
- is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a Submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity;
- infringes or violates any right of a third party including: (1) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (2) right of privacy (specifically, you must not distribute another person's personal information of any kind without their express permission) or publicity; or (3) any confidentiality obligation;
- is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations);
- contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Site or any connected network, or otherwise interferes with any person or entity's use or enjoyment of the Site; or
- is antisocial, disruptive, or destructive, including "flaming," "spamming," "flooding," "trolling," and "griefing" as those terms are commonly understood and used on the Internet.
You acknowledge that all Submissions, whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Submissions originated. This means that you are entirely responsible for all Submissions that you post, email or otherwise transmit on or through the Site.
We cannot and do not assure that other users are or will be complying with the foregoing Rules of Conduct or any other provisions of these Terms of Use, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
8. DISCLAIMERS
THE CONTENT ON OR OTHERWISE RELATED TO THE SITE OR ANY THIRD PARTY SITES OR SERVICES LINKED TO FROM THE SITE IS PROVIDED "AS IS" AND WITHOUT CONDITIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATABILITY AND NONINFRINGEMENT.
WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT ANY CONTENT WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR OTHER INFORMATION OBTAINED BY YOU FROM US OR THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.
APPLICABLE LAW IN SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU
9. INDEMNIFICATION
You are responsible for maintaining the confidentiality of your agent name, access code, and your account, as well as all activities that occur under your account. You hereby agree to indemnify, defend, and hold Perkley, LLC and our parent companies, affiliates, subsidiaries, officers, directors, employees, contractors, agents, representatives, and assigns (collectively, the "Indemnified Parties") harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out or relating to any breach by you of these Terms of Use or claims arising from your use of the Site and/or your account. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
10. LIMITATION OF LIABILITY
We use diligent efforts to maintain the Site, but we are not responsible for any defects or failures associated with the Site or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, LOSS OF SECURITY OF INFORMAITON YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (a) THE USE OR THE INABILITY TO USE THE SITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; (e) ANY MATERIALS OR CONTENT MADE AVAILABLE THROUGH THE SITE BY US OR ANY THIRD PARTY; OR (f) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICH EVER IS LESS) FOR ACCESSING OR PARTICPATING IN ANY ACTIVITY RELATED TO THE SITE.
WE MAY TERMINATE YOUR FURTHER ACCESS TO THE SITE OR CHANGE THE SITE OR DELETE CONTENT OR FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON OR NO REASON WITHOUT LIABILITY.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. GOVERNING LAW AND JURISDICTIONAL ISSUES
These Terms of Use shall be governed and construed in accordance with the laws of the State of Idaho, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these Terms of Use of the Site shall be filed, and that venue properly lies, only in the state or federal courts located in the State of Idaho, United States of America, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. We make no representation that the content on the Site is appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with all applicable laws including any applicable local laws.
12. AMENDMENT
Subject to applicable law, we reserve the right, at our sole discretion, to amend these Terms of Use (including by modification, deletion and/or addition of any portion thereof) at any time. Any such amendment to these terms of Use will be effective thirty (30) calendar days following our posting of the changes on the Site. You can determine when these Terms of Use were last revised by referring to the "Last Updated" legend at the top of these "Terms of Use."
13. TERMINATION
These Terms of Use are effective until terminated by either you or us. You may terminate these terms at any time by discontinuing use of the Site and destroying all materials obtained from the Site and all related documentation and all copies and installations thereof, whether made under these Terms of Use or otherwise.
We may immediately terminate these Terms of Use with respect to you (including access to the Site) in our absolute discretion including, without limitation, if you breach or fail to comply with any material term or provision of these Terms of Use. Upon termination, you must cease use of the Site and destroy all materials obtained from the Site and all copies thereof, whether made under these Terms of Use or otherwise.
14. GENERAL PROVISIONS
These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Perkley. If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use take effect as an agreement and separately as a notice which limits the basis on which Perkley makes the Site available. No waiver of any provision of these Terms of Use by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. In these Terms of Use, the word "including" is used illustratively, as if followed by the words "but not limited to."
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE SITE MUST COMMENCE WITHIN ONE (1) YEAR (OR THE MINIMUM APPLICABLE STATUTORY PERIOD, IF LONGER) AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
15. FILTERING
Pursuant to 47 U.S.C. � 230(d), we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections can be found by searching for "filtering software," "parental control protections" or similar terms via an Internet search engine.
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