AGHSReunions:Agreements/Terms of Use
From AGHSReunions
This Terms of Use Agreement (“TOUA” or “Agreement”) is incorporated by reference into all contracts entered into by and between Sac-On, Site Owner, and User.
The Stakeholders see this Agreement as indispensable to providing great service and a sound relationship between the Stakeholders and User. The specific terms and conditions of this Agreement are the basis for pricing and services provided by Sac-On and are fundamental to the Site Owner granting User license to access the Site and use or redistribute Site Copyrighted Material.
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Definitions
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Licensing of Site Copyrighted Material
- See also: Help:License texts
Licensing details are set forth formally in Our License Agreement, which is incorporated by reference herein. Please note that the License Agreement is considered authoritative on this subject and in cases where provisions conflict between the agreements, the License Agreement provisions shall prevail.
The Site Owner agrees to license Site Copyrighted Material for use only by third parties that agree to all the terms and conditions of this Terms of Use Agreement. Assuming that User accepts this Agreement, the Site Owner hereby licenses User to redistribute Site Copyrighted Material under User’s choice of any of the following licenses (multi-licensed under):
- Creative Commons Attribution Share-Alike version 2.0 and later
- Text of CC-BY-SA-2.0
- Text of CC-BY-SA-2.5
- Text of CC-BY-SA-3.0 US
- GNU Free Documentation License version 1.2 and later
- Text of GFDL Version 1.2
User does not need to notify Us of the use, but User does need to conform to the requirements of each licenses used any time Site Copyrighted Material is reused or distributed.
Internet Services
Usage
Under no circumstances shall you use the Internet Service(s) in any way that is illegal, unethical, deceptive, or abusive. You shall not use any Internet Service provided by Sac-On for the following “Prohibited Activities”:
- misrepresentation of facts relating to people, places, products, services, or events (e.g. “phishing” attacks, defamation, false advertising);
- making actual or implied threats,
- criminal or terrorist activities;
- solicitation for, distribution of, or receipt of child pornography, pirated software or entertainment products (games, videos, audio recordings, etc.), or personal information or stolen credit card information useful for identity theft;
- unsolicited bulk e-mail or unsolicited commercial e-mail (i.e., “spam”); or
- launching or coordinating attacks against, or participating in attacks or behavior expected to cause disruption to, the smooth operations of any computer or telecommunications system or network.
The mere likelihood of such activities occurring may result in action up to the immediate cancellation of any or all of your Internet Services with Sac-On. Stakeholders will cooperate with law enforcement agencies conducting lawful investigations, and proof of Prohibited Activities may be turned over to law enforcement officials for possible criminal prosecution.
You agree to indemnify and hold Stakeholders and any third-party providers harmless from claims, direct or indirect, resulting from the suspected or actual Terms of Use violations. Further, you agree to repay in full all amounts incurred by Stakeholders and any third-party providers as a direct or indirect result of your violation of the Terms of Use. If Stakeholders or a third-party provider suffers harm to its brands or reputation, you agree to pay damages to the limit allowed by law.
Cancellation
You hereby acknowledge that cancellation of any Internet Service for any reason and by any party could cause disruptions to one or more of your use of the Site, business practices, websites, e-mail accounts, and other online activities. If such activities also tie-in to offline activities, those activities may also be disrupted.
You acknowledge that some Internet Services may not be able to be resumed after cancellation, even after full payment of past due amounts, and that unique account information (usernames, domain names, e-mail addresses, etc.) may be locked, resold, or otherwise become unavailable for your use in the future.
You acknowledge it is even possible for a direct competitor or enemy to register any canceled unique account information and use it in any way they see fit, and there will be nothing that Stakeholders will be able to do about it. You agree to indemnify and hold Site Owner, Sac-On, and any third-party providers harmless from claims, direct or indirect, resulting from the cancellation of any Internet Service.
Conduct
Stakeholders agrees to treat User with respect at all times. In return, Stakeholders expect the same treatment from User toward other users, Administrators, Site Owner, and Sac-On’s employees, contractors and vendors.
User recognizes that Site Owner and Sac-On’s employees and contractors are not employees of User and should not be treated as such. User recognizes that Administrators, other than Site Owner and Sac-On’s employees and contractors, are volunteers and their commitment to and participation in the site is strictly at-will and usually based upon the level of respect and appreciation received from users and fellow Administrators.
Loss of Service
User recognizes that Sac-On makes every attempt to select the most reliable systems available within the Site’s budget. User understands that even if the Site had an unlimited IT budget, it would be impossible for any provider to guarantee 100% uptime.
Internet Services are provided in a “best effort” manner, within the Site’s IT budget, so as to keep the Site up and running as efficiently and cost-effectively as possibly. Financial support from users is gladly accepted, though not required, and no additional benefits are currently offered in exchange for gifts. User should also be aware that gifts are not tax-deductible at this time since the Site is not currently a recognized charitable organization.
Liability and warranties
Limitation of liability
STAKEHOLDERS’ COMBINED TOTAL LIABILITY SHALL BE LIMITED TO THE AMOUNT INVOICED FOR THE PRODUCT(S) OR SERVICE(S) IN QUESTION. IN NO EVENT SHALL EITHER SITE OWNER OR SAC-ON BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES RESULTING FROM THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, OR USE OF ANY PRODUCTS OR SERVICES SOLD PURSUANT HERETO, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, DAMAGE TO PROPERTY, TORT (IN NEGLIGENCE) OR OTHERWISE, REGARDLESS OF CAUSE OR FAULT.
SITE OWNER AND SAC-ON SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES including, but not limited to, loss of profits or revenue; loss of use of Products or associated Products; cost of capital; cost of substitute Products, facilities, or Services; downtime costs; or claims of User for such damage.
In addition, if Stakeholders furnish User with advice, information, or other assistance regarding any Internet Services, Services, or Products supplied hereunder, or any system or equipment in which any such Products may be installed, and which is not required pursuant to this contract, the furnishing of advice or assistance will not subject Site Owner or Sac-On to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.
This limitation of liability reflects a deliberate and bargained-for allocation of risks between Stakeholders and the User and constitutes the basis of the Stakeholders’ bargain, without which Stakeholders would not have agreed to the price or terms of this contract. Site Owner and Sac-On shall not, under any circumstances, be liable for any labor charges without prior written consent.
Warranties
Products are sold only with such warranties as may be extended by the manufacturer of the Product. Services performed by third parties, including subcontractors, are subject only to those warranties extended by such third parties.
Service work (excluding Internet Services) performed by Sac-On will be guaranteed for a period of fifteen (15) calendar days from date of invoice or sales receipt; the sole guarantee offered by Sac-On will be to repair, replace, or otherwise make-right, as determined solely by Sac-On and at no additional charge, the original work as invoiced. Additional work or parts that are secondary to satisfying this guarantee will be billed at the regular rates. At no time will the liability of Sac-On exceed the amount(s) paid by the User for the part, service, or project in question.
SITE OWNER AND SAC-ON EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT. User is responsible for installation and use in accordance with manufacturer’s instructions. Sac-On personnel are not authorized to alter this policy.
Force Majeure
Site Owner and Sac-On shall not be liable for any delay or failure in performance caused by or resulting from acts or omissions of User, other users, Administrators, acts of God, fire, flood, earthquake, accident, riot or other civil disturbance, war, acts of terrorism, government intervention, governmental priority, embargoes, strikes, labor difficulties, insolvency or other inability to perform by the manufacturer, equipment failures, transportation delays, or any other causes beyond the reasonable control of Stakeholders. If such a delay occurs, any negotiated delivery or performance schedules shall be automatically extended for a period equal to the time Stakeholders lost by reason of delay.
Quantities are subject to availability. In the event of production difficulties, Product shortages, or limited availability of qualified personnel to perform Services, Stakeholders may allocate sales, deliveries, and personnel in their sole discretion.
Special Situations
Connectivity
The User is solely responsible for providing all necessary hardware, software, and Internet connectivity to connect to and use the Site. Additionally, User is solely responsible for all charges, fees, and other direct or indirect costs associated with connecting to, accessing, and using the Site.
User should be aware that some Internet service plans, especially those for mobile devices, charge based on both the time spent using the network connection and the amount of data that is transferred across the connection (“throughput”). In addition, there may be long distance or other toll charges incurred if the network access number is not a flat-rate local number. Stakeholders expressly disclaim liability for all amounts incurred in these situations.
User’s Data and Software
The User shall remain fully responsible for all of User’s software, application data, user data, and other information (“Data”). Stakeholders shall have no responsibility for the loss of any of User’s Data, even if the Data loss is determined to have originated as a result of accessing or using the Site or Site Copyrighted Material.
User agrees to indemnify and hold Site Owner and Sac-On harmless from all liability for and damages resulting from such claims as, but not limited to, the loss or disclosure of such Data; loss of profits or revenue; loss of use of Data; cost of replacing, reentering, or researching Data, downtime costs; recovery costs; or claims of customer of User for such damage.
Site Owner and Sac-On are not responsible for maintaining the confidentiality of any Data residing on the Site. User will indemnify, defend, and hold Site Owner and Sac-On harmless from liability from disclosure of trade secrets, financial data, or private information stored or accessible on the Site or in equipment serviced by Sac-On.
Critical Components and Hazardous Activities
Data from the Site is not intended for use in connection with or as a reference for any life support system, medical or nuclear facility, or in any other hazardous situation or activity such as military or commercial aircraft, space exploration, missile installation, underwater activities, or other applications where inaccurate information or failure of a single component could reasonably be expected to cause significant injury to users, other persons, or property.
If so used, Site Owner and Sac-On disclaim all liability for any loss of life, disability, nuclear damage, contamination, or other damage or injury and User shall indemnify and hold data contributors, editors, Administrators, Site Owner, and Sac-On forever harmless from such liability whether as a result of breach of contract, warranty, tort (including negligence), or other grounds. Data contributors, editors, Administrators, Site Owner, Sac-On, and Sac-On’s suppliers shall not be liable to User or its insurers based on contract, warranty, tort (including negligence) or other grounds for on-site damage to property located at a medical, nuclear, or other hazardous facility.
Non-Disclosure Agreement for Administrators
This non-disclosure agreement for Administrators (“NDAA”) is established between Administrator and Stakeholders in consideration of that Administrator is being provided access to confidential information.
- Information that will be disclosed in the course of administration of the Site will include proprietary and confidential information not generally known in the public arena in tangible formats and/or on media or in visual or verbal form.
- It is mutually understood and agreed that the confidential information is being disclosed only for the purposes of management, administration, and ongoing support and maintenance of the Site.
- In recognition of Stakeholders’ proprietary interests and the advisability of taking reasonable and prudent measures to protect those interests:
- Administrator agrees to safeguard the confidential information with the same degree of care, as Administrator would use to protect Administrator’s own valuable confidential information and otherwise exercise a high degree of care in dealing with any such information in recognition of its proprietary nature.
- Administrator shall permit access to confidential information strictly on a “need-to-know basis” only to other Administrators in good standing who have first been advised of the proprietary nature of the confidential information and who agree to maintain the confidentiality thereof.
- For the purposes of this NDAA, anyone using Administrator’s user account, authorized or not, shall be considered inseparable from the Administrator, and therefore, it is imperative that Administrator protect the security of Administrator’s user account.
- The obligations of section (3) above shall not apply to any material or information to which Administrator can demonstrate by credible evidence that any of the following exceptions apply:
- Information that is in the public domain and/or which enters the public domain through no breach of this NDAA;
- Information previously known to Administrator and Stakeholders;
- Information received from a third party who has the legal right to possess and disseminate any such information;
- Information independently developed without the use of confidential information;
- Confidential information approved for release by Stakeholders’ written authorization to the extent of and subject to such conditions as may be imposed in such authorization;
- Confidential information disclosed in response to a valid court order, but only to the extent of and for the purposes of such order, provided that Administrator shall timely notify Sac-On of the order so that Stakeholders may seek a protective order.
- It is mutually understood and agreed that any violation of section (3) above, would likely cause irreparable injury to Site Owner and/or Sac-On for which neither would have adequate remedy. Any disputes arising under this NDAA shall be subject to binding arbitration conducted by a private dispute resolution service. The prevailing party in any action or arbitration under this paragraph shall be entitled to an award of attorney fees including any fees/costs associated with the enforcement of any such arbitration award and/or court order(s).
- Nothing contained in this NDAA or in any discussions undertaken or disclosures made pursuant hereto shall (a) be deemed a commitment to engage in any business relationship, contract or future dealing with the other party, or (b) limit any party’s right to conduct similar discussions or perform similar work to that undertaking pursuant hereto, so long as said discussions or work do not violate any term of this NDAA.
- No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this NDAA or any disclosure hereunder, except for the right to use such information in accordance with the terms of this NDAA and for no other purpose than specified herein.
- This NDAA may not be assigned by Administrator without the prior written consent of Sac-On. No permitted assignment shall relieve Administrator of Administrator’s obligations hereunder with respect to confidential information disclosed to Administrator prior to the assignment. Any assignment in violation of this paragraph shall be void. This NDAA shall bind Administrator and Administrator’s successors and assigns.
- This NDAA shall continue in full force and effect for a period of ten (10) years following the last disclosure of confidential information hereunder, and shall pass on and bind the successors or heirs of both parties to the terms and conditions of this NDAA.
- The provisions of this NDAA may not be modified, amended, or waived in such a way as to lessen, weaken, or shorten the terms of the NDAA in effect at the time that confidential information was acquired by Administrator, except by written amendment duly executed by both Administrator and Sac-On. Such amendments will supersede, only as necessary, the corresponding elements in this NDAA.
- This NDAA represents the entire understanding between Administrator and Stakeholders with respect to disclosure of confidential information and supersedes all prior communications, agreements, and understandings relating thereto.
Matters of Law
Amendment
This Agreement may be amended by the Site Owner, subject to review and approval by Sac-On, at any time. Notice shall be deemed given when the updates are saved to this page (http://aghsreunions.com/wiki/AGHSReunions:Agreements/Terms_of_Use). User may add this page to User’s Watchlist to be notified when this Agreement is updated. The new terms shall go into effect seventy-two (72) hours after notice of the new terms is given.
Unauthorized edits to this Agreement made by anyone other than the Site Owner are invalid and effect no changes in this Agreement, even if the edits appear legitimate having been made by an Administrator. The only exception to this is if the Site Owner is incapacitated or otherwise unable to make necessary changes, in which case any officer of Acorn IT Group, the parent corporation of Sac-On, may amend this Agreement. In this case, the new terms shall go into effect ten (10) calendar days after notice of the new terms is given.
Waiver and Invalidity
FAILURE OF ANY PARTY TO INSIST UPON STRICT PERFORMANCE OF ANY PROVISIONS HEREOF SHALL NOT BE DEEMED A WAIVER OF ITS RIGHT AND REMEDIES OR EXCUSE ANY SUBSEQUENT NONPERFORMANCE OF ANY SUCH TERM OR CONDITION BY THE OTHER PARTIES.
If any provision of this Agreement is deemed by a court to be unenforceable, invalid, or void for any reason, such provision shall be automatically voided and shall not be part of this Agreement, and the remainder shall stay in effect fully enforceable and valid.
Headings
The headings used herein are for convenience or reference only and do not form a part of this Agreement, and no construction or inference shall be derived therefrom.
Governing Law
This Agreement and all use of the Site and all transactions made hereunder shall be governed and construed under the laws of the State of California, United States of America, without regard to conflicts of laws rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply. User agrees that the courts of the State of California, United States of America shall have exclusive jurisdiction over the parties for all disputes.
Venue and Waiver of Jury Trial
Venue shall lie exclusively and only in either (i) Sacramento County, State of California, United States of America; or (ii) Eastern District of Nevada (Sacramento) of the United States District Court. THE PARTIES HEREBY WAIVE TRIAL BY JURY WITH RESPECT TO ANY DISPUTE RELATING TO THIS AGREEMENT, USE OF THE SITE, OR ANY TRANSACTIONS CONDUCTED HEREUNDER.
Entire Agreement
This Agreement, including the documents referenced herein, constitute the entire and exclusive agreement between the User, Site Owner, and Sac-On concerning the User’s use of the Site and Products and Services and purchased by User hereunder and supersede any and all statements or other agreements, whether oral or written, between User, Site Owner, and Sac-On. This Agreement may NOT be altered, supplemented, or amended by the use of any additional document(s) that purport to be an agreement of the parties. Any attempt to supplement or amend this Agreement, use the Site in a contradictory manner, relicense or reuse Site Copyrighted Material except as permitted herein, or to enter an order for Product(s) or Service(s) subject to additional or different terms and conditions shall be null and void and shall not be binding on any party.
See also
- This section is informational and is not part of the Agreement above.
