Ivy Connections Terms of Use Agreement
This is a legal agreement (“Agreement”) between you and Ivy
Connections L.L.C., a California corporation (“Ivy Connections”), which may be contacted
at support@shareshotgun.com. By accessing the Share Shotgun website, currently
located at www.shareshotgun.com, (the “Website”), you agree to be bound by
these Terms of Use (this "Agreement"), for as long as you continue to
use the Website or Ivy Connections service (the “Service”), whether or not you
register as a member of Ivy Connections ("Member"). If you do not
agree to be bound by this Agreement or the Ivy Connections Privacy Policy, do
not use the Website or the Service. The Terms of Use are subject to change by Ivy
Connections at any time, with or without notice, effective upon posting on the Share
Shotgun website, and your use of the Service after such posting will constitute
acceptance by you of such changes. Please consult the end of this Agreement to
determine when the Agreement was last revised.
1. Acceptance of Terms of Use Agreement.
a. Electronic Agreement. This Agreement is an electronic
contract that sets out the legally binding terms of your use of the Website and
your membership in the Service. This Agreement may be modified by Ivy
Connections from time to time, such modifications to be effective upon posting
by Ivy Connections on the Website. This Agreement includes Ivy Connections’
Acceptable Use Policy for Content Posted on the Website, Ivy Connections’ Privacy
Policy, Ivy Connections’ membership policies and any notices regarding the
Website. By accessing the Website or becoming a Member, you accept this
Agreement and agree to the terms, conditions and notices contained or
referenced herein.
b. Electronic Form. By accessing the Website or becoming a
Member, you consent to have this Agreement provided to you in electronic form.
c. Non-electronic Copy. You have the right to receive this
Agreement in non-electronic form. You may request a non-electronic copy of this
Agreement either before or after you electronically sign the Agreement. To
receive a non-electronic copy of this Agreement, please send an e-mail to support@shareshotgun.com
or a letter and self-addressed stamped envelope to: Ivy Connections, P.O. Box 641772,
San Jose, CA 95164-1772.
d. Withdrawing Your Consent
t;/i>. You have the right at any time
to withdraw your consent to have this Agreement provided to you in electronic
form.
i. Effect.
Should you choose to withdraw your consent to have this Agreement provided to
you in electronic form, we will discontinue your then-current username and
password. This means that you will not have the right to use the Service
unless, and until, we issue you a new username and password. We only will issue
you a new username and password after we receive a signed copy of a
non-electronic version of this Agreement, which we will send to you upon
request.
ii. Notice.
To withdraw your consent and/or request a non-electronic copy of this
Agreement, please send an email to support@shareshotgun.com or a letter and
self-addressed stamped envelope to: Ivy Connections, P.O. Box 641772, San Jose,
CA 95164-1772.
iii. Prospective
Nature. Your withdrawal of consent shall be effective within a reasonable
time after we receive your withdrawal notice described above. Your withdrawal
of consent will not affect the legal validity or enforceability of the
Agreement provided to, and electronically signed by, you prior to the effective
date of your withdrawal.
e. Access and Retention. In order to access and retain this
electronic Agreement, you must have access to the World Wide Web, either
directly or through devices that access web-based content, and pay any service
fees associated with such access. In addition, you must use all equipment
necessary to make such connection to the World Wide Web, including a computer
and modem or other access device. Please print a copy of this document for your
records. To retain an electronic copy of this Agreement, you may save it into any
word processing program. Via the Website, we will notify you of any changes in
the hardware or software requirements needed to access and/or retain this
Agreement that create a material risk that you will not be able to continue to
access and/or retain this electronic Agreement.
2. Eligibility. Your account is for your personal use only.
You may not authorize others to use your account, and you may not assign or
otherwise transfer your account to any other person or entity. As a Member of
the Service, you will create only one unique profile. Membership in the Service
is void where prohibited. By using the Website, you represent and warrant that
you have the right, authority and capacity to enter into this Agreement and to
abide by all of the terms and conditions of this Agreement.
i. You
must be at least 18 years old or older in order to use this service.
ii. By
requesting to use, registering to use, and/or using the Service, you represent
and warrant that you have never been convicted of a felony and are not required
to register as a sex offender with any government entity. IVY CONNECTIONS DOES
NOT CURRENTLY CONDUCT CRIMINAL BACKGROUND SCREENINGS ON ITS MEMBERS. However, Ivy
Connections reserves the right to conduct a criminal background check, at any
time and using available public records, to confirm your compliance with this
subsection.
3. Membership; Pricing. You may become a Member of the
Service at no cost. As a Member, you will have the ability to participate in
the features and services available within the Service. Please see Billing
Details for a description of the current price structure and membership
policies. Please note that the membership policies that are disclosed to you
are deemed part of this Agreement. From time to time, Ivy Connections may
remove the profiles of non-active members.
4. Term. This Agreement will remain in full force and effect
while you use the Website and/or are a Member. You may terminate your
membership at any time, for any reason, by following the instructions My
Profile section of the Website, or by sending Ivy Connections written notice of
termination to Ivy Connections, P.O. Box 641772, San Jose, CA 95164-1772 or
email notice of termination to support@shareshotgun.com. If you terminate your membership,
your membership will be terminated immediately. Ivy Connections may terminate
your membership at any time, for any reason or no reason, without explanation,
by sending notice to you. All decisions regarding the termination of accounts
shall be made in the sole discretion of Ivy Connections. Ivy Connections is not
required to provide you notice prior to terminating your membership. Following
any termination of any Member’s use of the Service, Ivy Connections reserves
the right to send a notice thereof to other Members which whom you have
corresponded. Even after your membership is terminated, this Agreement will
remain in effect. Unless otherwise explicitly stated, the Agreement will
survive termination of your registration to the Service.
5. Non-commercial Use by Members. The Website is for the
personal use of individual Members only and may not be used in connection with
any commercial endeavors, such as advertises or soliciting any Member to buy or
sell any products or services. Organizations, companies, and/or businesses may
not become Members and should not use the Service or the Website for any
purpose. Illegal and/or unauthorized uses of the Website, including collecting
usernames and/or email addresses of members by electronic or other means for
the purpose of sending unsolicited email and unauthorized framing of or linking
to the Website may be investigated, and appropriate legal action will be taken,
including without limitation, civil, criminal, and injunctive redress. Use of
the Website is with the permission of Ivy Connections, which may be revoked at
any time, for any reason, in Ivy Connections’ sole discretion.
6. Account Security. You are responsible for maintaining the
confidentiality of the username and password that you designate during the
Registration process, and you are fully responsible for all activities that
occur under your username and password. You agree to (a) immediately notify Ivy
Connections of any unauthorized use of your username or password or any other
breach of security, and (b) ensure that you exit from your account at the end
of each session. Ivy Connections will not be liable for any loss or damage
arising from your failure to comply with this provision. You should use
particular caution when accessing your account from a public or shared computer
so that others are not able to view or record your password or other personal
information. If you share your computer with others, you may wish to consider
disabling your auto-sign in feature if you have linked your Window's Live ID to
your Ivy Connections account.
7. Interactions with Other Members. You are solely
responsible for your interactions with other Members. You understand that Ivy
Connections does not in any way screen its Members, nor does Ivy Connections
inquire into the backgrounds of its Members or attempt to verify the statements
of its Members. Ivy Connections makes no representations or warranties as to
the conduct of Members. In no event shall Ivy Connections be liable for any
damages whatsoever, whether direct, indirect, general, special, compensatory,
consequential, and/or incidental, arising out of or relating to the conduct of
you or anyone else in connection with the use of the Service, including without
limitation, bodily injury, emotional distress, and/or any other damages
resulting from communications or meetings with other registered users of this
Service or persons you meet through this Service. You agree to take reasonable
precautions in all interactions with other Members of the Service, particularly
if you decide to meet offline or in person. In addition, you agree to review Ivy
Connections’ Travel Safety Tips prior to using the Service, which will be
provided to you prior to confirming a meeting with your matches in the Service
and is available at the bottom of all pages of the Service. You understand that
Ivy Connections makes no guarantees, either express or implied, regarding your travel
with individuals you meet through the Service or as to the conduct of such
individuals. You should not provide your financial information (for example,
your credit card or bank account information) to other Members.
8. Content
on Ivy Connections.
a. Proprietary Rights. Ivy Connections owns and retains all
proprietary rights in the Website and the Service. The Website contains the
proprietary information of Ivy Connections, and its licensors. Except for that
information which is in the public domain or for which you have been given written
permission, you may not copy, modify, publish, transmit, distribute, perform,
display, or sell any such proprietary information.
b. Reliance on Content, Advice, Etc. Opinions, advice, statements, offers, or other information or
content made available through the Service, but not directly by Ivy Connections,
are those of their respective authors, and should not necessarily be relied
upon. Such authors are solely responsible for such content. Ivy Connections
does not: (i) guarantee the accuracy, completeness, or usefulness of any
information on the Service, or (ii) adopt, endorse or accept responsibility for
the accuracy or reliability of any opinion, advice, or statement made by any
party that appears on the Website. Under no circumstances will Ivy Connections
or its affiliates be responsible for any loss or damage resulting from your
reliance on information or other content posted on the Website or transmitted
to or by any Members.
9. Content
Posted by You on Ivy Connections.
a. You are solely responsible for the Content that you publish or
display (hereinafter, "post") on the Service, or transmit to other
Members. You will not post on the Service, or transmit to other Members, any
defamatory, inaccurate, abusive, obscene, profane, offensive, sexually
oriented, threatening, harassing, racially offensive, or illegal material, or
any material that infringes or violates another party's rights (including, but
not limited to, intellectual property rights, and rights of privacy and
publicity). You will not provide inaccurate, misleading or false information to
the Company or to any other Member. If information provided to Ivy Connections,
or another Member, subsequently becomes inaccurate, misleading or false, you
will promptly notify Ivy Connections of such change.
b. You understand and agree that Ivy Connections may review and
delete any content, messages, double-blind emails, photos or profiles
(collectively, "Content"), in each case in whole or in part, that in
the sole judgment of Ivy Connections violate this Agreement or which might be
offensive, illegal, or that might violate the rights, harm, or threaten the
safety of Members.
c. By posting Content to any public area of the Website, you
automatically grant, and you represent and warrant that you have the right to
grant, to Ivy Connections, its affiliates, licensees and successors, an
irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use,
copy, perform, display, reproduce, adapt, modify and distribute such
information and content and to prepare derivative works of, or incorporate into
other works, such information and content, and to grant and authorize
sublicenses of the foregoing. You further represent and warrant that public
posting and use of your content by Ivy Connections will not infringe or violate
the rights of any third party.
d. The following is a partial list of the kind of Content that is
illegal or prohibited on the Website. Ivy Connections reserves the right to
investigate and take appropriate legal action in its sole discretion against
anyone who violates this provision, including without limitation, removing the
offending communication from the Service and terminating the membership of such
violators. It includes, but is not limited to, Content that:
i. is
patently offensive to the online community, such as Content that promotes
racism, bigotry, hatred or physical harm of any kind against any group or
individual;
ii. harasses
or advocates harassment of another person;
iii. involves
the transmission of "junk mail", "chain letters," or unsolicited
mass mailing or "spamming"
iv. promotes
information that you know is false, misleading or promotes illegal activities
or conduct that is abusive, threatening, obscene, defamatory or libelous;
v. promotes
an illegal or unauthorized copy of another person's copyrighted work, such as
providing pirated computer programs or links to them, providing information to
circumvent manufacture-installed copy-protect devices, or providing pirated
images, audio or video, or links to pirated images, audio or video files;
vi. contains
video, audio photographs, or images of another person without his or her
permission (or in the case of a minor, the minor’s legal guardian);
vii. contains
restricted or password only access pages, or hidden pages or images (those not
linked to or from another accessible page);
viii. promotes, enables or provides instructional information about
illegal activities such as making or buying illegal weapons or drugs, violating
someone's privacy, harm or harass another person, obtain others’ identity
information, or providing or creating computer viruses;
ix. contains
viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or
disruptive codes, components or devices;
x. solicits
passwords or personal identifying information for commercial or unlawful
purposes from other users; and
xi. engages
in commercial activities and/or sales without our prior written consent such as
contests, sweepstakes, barter, advertising, and pyramid schemes.
e. Your use of the Service, including but not limited to the Content
you post on the Service, must be in accordance with any and all applicable laws
and regulations.
f. You may not include in your Member profile any contact
information (including but not limited to: telephone numbers, URLs or email
addresses).
g. You may not engage in advertising to, or solicitation of, other
Members. This includes but is not limited to solicitation or advertising to buy
or sell any products or services through the Service or to attend parties or
other social functions or networking for commercial purposes. You may not
transmit any chain letters or junk email to other Members. Although Ivy
Connections cannot monitor the conduct of its Members off the Website, it is
also a violation of these rules to use any information obtained from the
Service in order to harass, abuse, or harm another person, or in order to
contact, advertise to, solicit, or sell to any Member without their prior
explicit consent. In order to protect our Members from such advertising or
solicitation, we reserves the right to restrict the number of emails which a
Member may send to other Members in any 24-hour period to a number which we
deem appropriate in our sole discretion.
h. All information you include in your Member profile must be
accurate, current and complete.
10. Prohibited Activities. Ivy Connections reserves the right
to investigate and terminate your membership if you have misused the Service,
or behaved in a way which could be regarded as inappropriate or whose conduct
is unlawful or illegal. The following is a partial list of the type of actions
that you may not engage in with respect to the Service:
a. You will not impersonate any person or entity.
b. You will not "stalk" or otherwise harass any person.
c. You will not express or imply that any statements you make are
endorsed by Ivy Connections without our specific prior written consent.
d. You will not post, copy, modify, transmit, disclose, show in
public, create any derivative works from, distribute, make commercial use of,
or reproduce in any way any (i) Confidential Information or (ii) other
copyrighted material, trademarks, or other proprietary information accessible
via the Services, without first obtaining the prior written consent of the
owner of such proprietary rights
e. You will not use any robot, spider, site search/retrieval
application, or other manual or automatic device or process to retrieve, index,
"data mine", or in any way reproduce or circumvent the navigational
structure or presentation of the Service or its contents.
f. You will not post, distribute or reproduce in any way any
copyrighted material, trademarks, or other proprietary information without
obtaining the prior consent of the owner of such proprietary rights.
g. You will not remove any copyright, trademark or other proprietary
rights notices contained in the Service.
h. You will not interfere with or disrupt the Services or the site
or the servers or networks connected to the Services or the site.
i. You will not post, email or otherwise transmit any material that
contains software viruses or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer
software or hardware or telecommunications equipment.
j. You will not forge headers or otherwise manipulate identifiers in
order to disguise the origin of any information transmitted through the
Service.
k. You will not "frame" or "mirror" any part of
the Service or the Website, without Ivy Connections’ prior written
authorization. You also shall not use meta tags or code or other devices
containing any reference to Ivy Connections or the Service or the site in order
to direct any person to any other web site for any purpose.
l. You will not modify, adapt, sublicense, translate, sell, reverse
engineer, decipher, decompile or otherwise disassemble any portion of the
Service or the Website or any software used on or for the Service or cause
others to do so.
11. Customer Service. Ivy Connections provides assistance and
guidance through its customer care representatives. When communicating with our
customer care representatives, you may not to be abusive, obscene, profane,
offensive, sexist, threatening, harassing, racially offensive, or otherwise
behave inappropriately. If we feel that your behavior towards any of our
customer care representatives or other employees is at any time threatening or
offensive, we reserve the right to immediately terminate your membership.
12. Charges on Your
Billing Account.
a. General. Ivy Connections bills you through an online account
(your "Billing Account") for use of the Service. You agree to pay Ivy
Connections all charges for any use of the Service by you or other persons
(including your agents) using your Billing Account, and you authorize Ivy
Connections to charge your chosen payment provider (your "Payment
Method") for the Service. You agree to make payment using that selected
Payment Method. Ivy Connections reserves the right to correct any errors or
mistakes that it makes even if it has already requested or received payment.
b. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE
AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL
INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH
AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION
DATE), AND YOU MUST PROMPTLY NOTIFY IVY CONNECTIONS IF YOUR PAYMENT METHOD IS
CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH
OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR
PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT INFORMATION PAGE WITHIN
YOUR PROFILE. IF YOU FAIL TO PROVIDE IVY CONNECTIONS ANY OF THE FOREGOING
INFORMATION, YOU AGREE THAT IVY CONNECTIONS MAY CONTINUE CHARGING YOU FOR ANY
USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR MEMBERSHIP
FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY IVY CONNECTIONS).
c. Payment Method. The terms of your payment will be based on your
Payment Method and may be determined by agreements between you and the financial
institution, credit card issuer or other provider of your chosen Payment Method
(the "Payment Method Provider"). If Ivy Connections does not receive
payment from your Payment Method Provider, you agree to pay all amounts due on
your Billing Account upon demand.
d. Change in Amount Authorized. If the amount to be charged to your
Billing Account varies from the amount you preauthorized (other than due to the
imposition or change in the amount of state sales taxes), you have the right to
receive, and Ivy Connections shall provide, notice of the amount to be charged
and the date of the charge at least 10 days before the scheduled date of the
transaction. Any agreement you have with your Payment Method Provider will
govern your use of your Payment Method. You agree that Ivy Connections may
accumulate charges incurred and submit them as one or more aggregate charges
during or at the end of each billing cycle.
e. Reaffirmation of Authorization. Your non-termination or continued
use of the Service reaffirms that Ivy Connections is authorized to charge your
Payment Method. Ivy Connections may submit those charges for payment and you
will be responsible for such charges. This does not waive Ivy Connections’
right to seek payment directly from you. Your charges may be payable in
advance, in arrears, per usage, or as otherwise described when you initially became
a Member of the Service.
13. Modifications to Service. Ivy Connections reserves the
right at any time to modify or discontinue, temporarily or permanently, the
Service (or any part thereof) with or without notice. You agree that Ivy
Connections shall not be liable to you or to any third party for any
modification, suspension or discontinuance of the Service.
14. Blocking of IP Addresses. In order to protect the
integrity of the Service, Ivy Connections reserves the right at any time in its
sole discretion to block Members from certain IP addresses from accessing the
Website.
15. Copyright Policy. You may not post, distribute, or
reproduce in any way any copyrighted material, trademarks, or other proprietary
information without obtaining the prior written consent of the owner of such
proprietary rights. Without limiting the foregoing, if you believe that your
work has been copied and posted on the Service in a way that constitutes copyright
infringement, please provide our Copyright Agent with the following
information: an electronic or physical signature of the person authorized to
act on behalf of the owner of the copyright interest; a description of the
copyrighted work that you claim has been infringed; a description of where the
material that you claim is infringing is located on the Website; your address,
telephone number, and email address; a statement that you have a good faith
belief that the disputed use is not authorized by the copyright owner, its
agent, or the law; a statement, 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. Ivy Connections’ Copyright
Agent for notice of claims of copyright infringement can be reached as follows:
Ivy Connections, PO Box 641772, San Jose, CA 95164-1772.
16. Member Disputes. You are solely responsible for your
interactions with other Ivy Connections Members. Ivy Connections reserves the
right, but has no obligation, to monitor disputes between you and other
Members.
17. Reporting of Violations. You will promptly report to Ivy
Connections any violation of the Agreement by others, including but not limited
to, Members.
18. Privacy. Use of the Website and/or the Service is also
governed by our Privacy Policy.
19. Disclaimers. Use of the Services is at your sole risk. Ivy
Connections is not responsible for any incorrect or inaccurate Content posted
on the Website or in connection with the Service, whether caused by users of
the Website, Members or by any of the equipment or programming associated with
or utilized in the Service. Ivy Connections is not responsible for the conduct,
whether online or offline, of any user of the Website or Member of the Service.
Ivy Connections 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, user or Member communications. Ivy Connections is not
responsible for any problems or technical malfunction of any telephone network
or lines, computer online systems, servers or providers, computer equipment,
software, failure of email or players on account of technical problems or
traffic congestion on the Internet or at any Website or combination thereof,
including injury or damage to users and/or Members or to any other person's
computer related to or resulting from participating or downloading materials in
connection with the Web and/or in connection with the Service. Under no
circumstances will Ivy Connections or any of its affiliates, advertisers,
promoters or distribution partners be responsible for any loss or damage, including
personal injury or death, resulting from anyone's use of the Website or the
Service, any Content posted on the Website or transmitted to Members, or any
interactions between users of the Website, whether online or offline. Under no
circumstances will Ivy Connections or its contractors be liable for any
incorrectly verified information, as various ways of verifying information that
users have provided are perfect. Ivy Connections provides the services on an
“as-is” and “as-available” basis and grants no warranties of any kind, whether
express, implied, statutory or otherwise with respect to the services or the
site (including all information contained therein), including any implied
warranties of merchantability, fitness for a particular purpose or non-infringement.
Opinions, advice, statements,
offers, or other information or content made available through the Services,
but not directly by Ivy Connections, are those of their respective authors, and
should not necessarily be relied upon. Such authors are solely responsible for
such content. IVY CONNECTIONS DOES NOT: (i) GUARANTEE THE ACCURACY,
COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SERVICES, OR (ii)
ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY
OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN IVY CONNECTIONS.
UNDER NO CIRCUMSTANCES WILL IVY CONNECTIONS BE RESPONSIBLE FOR ANY LOSS OR
DAMAGE RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED
ON THE SERVICES, OR TRANSMITTED TO OR BY ANY USERS.
20. Links. The Service may provide, or third parties may
provide, links to other World Wide Web sites or resources. Because Ivy
Connections has no control over such sites and resources, you acknowledge and
agree that Ivy Connections is not responsible for the availability of such
external sites or resources, and does not endorse and is not responsible or
liable for any Content, advertising, products or other materials on or
available from such sites or resources. You further acknowledge and agree that Ivy
Connections shall not be responsible or liable, directly or indirectly, for any
damage or loss caused or alleged to be caused by or in connection with the use
of, or reliance upon, any such Content, goods or services available on or through
any such site or resource.
21. Limitation on Liability. Except in jurisdictions where
such provisions are restricted, in no event will Ivy Connections be liable to
you or any third person for any indirect, consequential, exemplary, incidental,
special or punitive damages, including also lost profits arising from the use or
inability to use the Web site or the Service, even if Ivy Connections has been
advised of the possibility of such damages. Notwithstanding anything to the
contrary contained herein, Ivy Connections’ aggregate liability to you for any
cause whatsoever, and regardless of the form of the action, will at all times
be limited to the amount paid, if any, by you to Ivy Connections for the
Service during the term of membership, or, if you have not paid Ivy Connections
for the use of any services, the amount of USD$25.00 or its equivalent.
22. Indemnity by You. You agree to indemnify and hold Ivy
Connections, its affiliates, officers, directors, employees, agents, and other
partners, harmless from any loss, liability, claim, or demand, including
reasonable attorney's fees, made by any third party due to or arising out of
your use of the Service in violation of this Agreement or your violation of any
rights of a third party and/or arising from a breach of this Agreement and/or your
violation of any applicable laws, rules or regulations and/or any breach of
your representations and warranties set forth above. Ivy Connections reserves
the right, at its own cost, to assume the exclusive defense and control of any
matter otherwise subject to indemnification by you, in which event you will
fully cooperate with Ivy Connections in asserting any available defenses.
23. U.S. Export Controls. The Site and Services are intended
for use in the United States. You will only use the Services in a manner
consistent with this Agreement and any and all applicable local, state,
national and international laws and regulations, including, but not limited to,
United States export control laws. You are not located in, under the control
of, or a national or resident of any country which the United States has (i)
embargoed goods, (ii) identified as a “Specially Designated National”, or (iii)
placed on the Commerce Department’s Table of Deny Orders. Registration for, and
use of, the Services are void where prohibited. To the extent that the Services
are not legal in your jurisdiction, you may not use the Services. If you access
the Service from other locations, you do so on your own initiative and are
responsible for compliance with local laws, if and to the extent local laws are
applicable.
24. Jurisdiction and Choice of Law. If there is any dispute
arising out of the Website and/or the Service, by using the Website, you
expressly agree that any such dispute shall be governed by the laws of the
State of California, without regard to its conflict of law provisions, and you
expressly agree and consent to the exclusive jurisdiction and venue of the
state and federal courts of the State of California, in San Jose or Santa Clara
County, for the resolution of any such dispute.
25. No Third Party Beneficiaries. You agree that, except as
otherwise expressly provided in this Agreement, there shall be no third party
beneficiaries to this Agreement.
26. Other. This Agreement contains the entire agreement between
you and Ivy Connections regarding the use of the Website and/or the Service,
superseding any prior agreements between you and Ivy Connections related to
your use of this Web site or Services (including, but not limited to, any prior
versions of this Agreement). The failure of Ivy Connections to exercise or
enforce any right or provision of this Agreement does not constitute a waiver
of such right or provision. If any provision of this Agreement is held invalid,
the remainder of this Agreement shall continue in full force and effect. The
section titles in this Agreement are for convenience only and have no legal or
contractual effect.
27. Revision Date. This Agreement was last revised on January
6, 2009.
Please contact us with any questions regarding this
agreement. Ivy Connections is a trademark of Ivy Connections, L.L.C.