Terms And Conditions
IMPORTANT: Read these terms and conditions of use carefully before accessing or using this Website (the "Website") administered by Jotley, Inc. ("Jotley").
Jotley is willing to provide you with access to the Website upon the condition that you accept all of the terms and conditions set forth herein. If you do not agree to the terms and conditions of this agreement, please promptly cease from accessing the Website.
By accessing the Website, you certify that: (a) you are at least 18 years of age, and that, if you are acting on behalf of such party, and (b) you have read this Agreement in its entirety and have agreed to be legally bound by this Agreement.
2. Use of Website and included Content
Subject to the terms and conditions set forth herein and any third party restrictions, Jotley grants you a non-transferable, non-exclusive and non-sublicenseable limited right and license to view, use, and access the Website to incidentally view, and print the content, either visual or otherwise, images, text, graphics, photographs, audio, video, and other content available at the Website solely for your informational purposes, and for your immediate, private, personal, and non-commercial use.
You represent and warrant that your Submission: (a) shall be true to the best of your knowledge, accurate, current, complete and not misleading, (b) shall not violate the rights of any third party, including, but not limited to, intellectual property and proprietary rights, (c) shall contain visual depictions of persons who were at least 18 years of age when said visual depiction was created, (d) shall not be fraudulent or involve counterfeit or stolen information or items, (e) shall not violate any law, statute, ordinance or regulation, and (f) shall not create any liability for Jotley.
4. Participation Disclaimer
Jotley does review all Submissions posted to or created by users accessing the Website, and is the final judging part on whether the content merits publishing on the Website, books, materials, or via any other transmission. You, as a submitter, is solely responsible for the content of these communications and your personal activities in regard to the Website. You acknowledge that by providing you with the ability to view and distribute user-generated content through the Website, Jotley is merely acting as a passive conduit for the distribution of such information and is not undertaking any obligation or liability relating to the content or the users’ activities. Even though Jotley may monitor and review transmissions, we assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy, obscenity, pornography, profanity or misrepresentation. Notwithstanding the foregoing, Jotley reserves the right to block or remove communications, postings, or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark, patent, trade secret or other intellectual property rights of another or (d) offensive or otherwise unacceptable to Jotley in its sole discretion.
The Website resides on the public internet. Jotley uses commercially reasonable measures to protect the confidentiality and security of any communications transmitted to Jotley and any information stored on servers controlled by Jotley. Notwithstanding these efforts, Jotley cannot guarantee the confidentiality and security of such electronic communications and storage devices used to store such information (including, personally identifiable information) and disclaims all liability arising therefrom.
Without limiting the foregoing, you shall not (a) violate or attempt to violate the security of the Website; (b) access data or materials not intended for you; (c) log into a server or account which you are not authorized to access; (d) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; or (e) attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting a virus to the Website, overloading, "flooding," "mailbombing" or "crashing" the Website. Violations of system or network security may result in civil or criminal liability. Jotley reserves the right to investigate occurrences that may involve such violations and may involve and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.
Subject to the terms and conditions set forth herein, you may use the Website only for lawful purposes. The Website is subject to, and you agree that you shall at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations and ordinances including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law that are applicable to the use of the Website and to your Submission.
You agree to indemnify, defend, and hold harmless Jotley, its affiliates, agents, vendors, distributors, licensors and suppliers and their officers, directors, and employees from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from (a) any violation of the terms and conditions of this Agreement, (b) any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing your account, (c) your use of (or inability to use) the Website; and (d) any use of your Submission by Jotley or any other party, including, but not limited to, any third party claim of infringement of an intellectual property or proprietary right or invasion of privacy or publicity.
You agree that Jotley, at its sole discretion, may terminate or suspend your access to and use of the Website (or any part thereof) at any time and for no or any reason whatsoever, including, without limitation, for lack of use by you or if Jotley believes that you have violated or acted inconsistently with the terms and conditions of this Agreement. Jotley reserves the right at any time to modify or discontinue, temporarily or permanently your access to and use of the Website (or any part thereof) without notice. You agree that Jotley shall not be liable to you or to any third party for any modification, suspension or discontinuance of your use of or access to the Website. Your obligations under this Agreement shall continue even after Jotley has terminated and/or cancelled this Agreement or your access to the Website.
9. Applicability of Content
This Website is operated in the State of California, inside the United States of America, and Jotley makes no representation that the content provided through the Website are applicable or appropriate for use in jurisdictions other than the United State of America. If you access the Website from outside of the United States, please be aware you are responsible for compliance with any applicable laws. To the extent any applicable local laws prohibit your viewing and use of the Website, you may not view or use the Website.
This Agreement shall be governed and construed in all respects by the laws of the State of California, without regard to principles of conflict of laws and without application of the Uniform Computer Information Transaction Act and the United Nations Convention of Controls for International Sale of Goods. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website must be filed within one (1) year after such claim or cause of action arose or be forever barred, and you expressly waive any other statute of limitation which otherwise may apply. You agree to submit to the exclusive jurisdiction of the courts of the State of California, or United States District Court for resolution of any dispute, action or proceeding arising in connection with this Agreement or your use or non-use of this Website. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
12. Intellectual Property and Trademarks
As between you and Company, Company is the owner of all intellectual property rights, including all copyrights, patents, trademarks associated with the Website, including all associated software, logos, text, and graphics. You agree not to display or use any Company intellectual property without Company's prior permission. "Out of the Mouths of" and the "Out of the Mouths of" logo are trademarks of Company.
13. Copyright Infringement
Company respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Company's copyright agent with the following information ("Notice"): (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (2) a description of the copyrighted work or other intellectual property that you claim has been infringed; (3) a description of where the material that you claim is infringing is located on the Site; (4) your address, telephone number, and email address; (5) a 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; and (6) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Any Notice of claims of copyright or other intellectual property infringement must be sent to Company at:
710 Rose Lane
Los Altos, CA 94024
Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed.
14. Order of Preference
This Agreement governs your use and access to the Website. This Agreement does not modify, alter or amend any other specific agreement you have entered or will enter into with Jotley . To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional services on this Website conflicts with any provision of your other agreements with Jotley, the terms and conditions of such other agreement shall, take precedence over the conflicting term(s) and conditions of this Agreement.
15. Links to Other Web Sites
16. Revisions and Consents
Jotley reserves the right to revise the terms and conditions of this Agreement at any time and for no or any reason whatsoever. Jotley also reserves the right to make changes at any time, without notice or obligation, to any of the information, products or services contained on or offered through the Website. Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions shall be effective immediately and incorporated in this Agreement upon notice thereof, which may be given by any reasonable means, including, but not limited to, posting such changes on this Website. By continuing to access this Website, you acknowledge and agree that you shall be bound by any such revisions. Accordingly, you should periodically review the terms and conditions of this Agreement.
17. 18 U.S.C. Section 2257 Compliance Notice
All pictures, graphics, videos or other visual media displayed on this Website are exempt from the provision of 18 U.S.C. section 2257 and 28 C.F.R. 75 because said visual media do not consist of depictions of conduct as specifically listed in 18 U.S.C section 2256 (2) (A) through (D), but are merely depictions of non-sexually explicit nudity, or are depictions of simulated sexual conduct, or are otherwise exempt because the visual depictions were created prior to July 3, 1995.
The owners and operators of this Website are not the primary producer (as that term is defined in 18 USC section 2257 or subsequent case law defining such) of any of the visual content contained in the Website.
18. Entire Agreement
This Agreement constitutes the entire agreement between you and Jotley with respect to the subject matter addressed herein, and governs your access to and use of the Website, superseding any prior agreements between you and Jotley relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with Jotley pursuant to your enrollment and/or participation in other features of the Website.
Except for the failure to pay any fees and/or disputes concerning a breach of the scope of the license granted herein, any other dispute arising out of, relating to or in any way connected with this Agreement, on written request of either party served on the other, shall be submitted to final and binding arbitration before a single arbitrator. If the parties are unable to agree on an arbitrator within thirty (30) days after a party has served notice of a request to arbitrate, then an arbitrator shall be selected by the American Arbitration Association pursuant to its then-current rules, within fifteen (15) days after the Parties are unable to agree on the arbitrator. Arbitration shall take place in the City of Omaha in accordance with the Rules and Regulations of the American Arbitration Association (Commercial Division).
20. General Provisions
If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions of this Agreement. You agree that if any part of the terms and conditions of this Agreement are found to be unenforceable, then the remainder of the terms and conditions of this Agreement will remain in full force and effect.
Jotley’s failure to insist upon or enforce strict performance of any provision of the terms and conditions of this Agreement shall not be construed as a waiver of any other provision, term or right set forth herein. Neither the course of conduct between the parties nor trade practice shall act to modify any of the terms and conditions of this Agreement. Jotley may assign its rights and duties under this Agreement to any party at any time without notice to you. You may not assign this Agreement or the rights granted herein to any party without the prior written consent of Jotley. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.
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