Effective & Last Modified January 31, 2015
1. INTRODUCTION AND ACCEPTANCE
2. INTELLECTUAL PROPERTY
3. ACCESS AND USE
(a) Wemay offer certain portions of our Services at no charge (e.g., Websites) andothers for a one-time fee, on a subscription basis or under any other lawfulpricing structure (e.g., mobile Applications).In all instances, our Services are not being sold to you; rather, youare being granted a limited license to use our Services. In addition, thelicense to use of any of our paid Services does not necessarily transfer acrossoperating systems and/or different equipment (e.g., mobile devices, computers,etc.).For example, unless wespecifically tell you otherwise, the use of any of our mobile Applications islimited to the relevant device and/or operating system you are using at thetime you purchase the license to use the Application.
(b) Someof our Websites may be offered to you conditioned on your payment of a fee("Premium Service Website(s)"). By usingthe Premium Service Websites, you will be subject to any charges and rules setforth in the additional terms for that particular Premium Service Website, inaddition to the general terms provided below. We will provide notice of any charges, orextra charges, before you register for or enter a Premium Service Website.You are responsible for any charges forpremium content incurred by your account.We are not liable for any loss that you may incur as a result of someoneelse using your password or account, whether with or without yourknowledge.In the event that you pay fora Premium Service Website by credit card, you authorize us to charge yourcredit card account by registering for the service and providing us with yourcredit card information.You warrant tous that the credit card information that you provide us is correct and is youraccount.You may cancel your membershipin the Premium Service Website at any time by contacting us using the contactinformation provided on the Premium Service Website.We reserve the right to terminate your accessto the Premium Service Website at any time, without notice, and upon suchtermination we shall return the unused pro-rata portion of your membership fee.
(d) Anysoftware that is made available to view and/or download in connection with ourWebsites is owned or controlled by us and/or licensors, affiliates andsuppliers and is protected by copyright laws and international treatyprovisions.Your use of the software isgoverned by the terms of the end user license agreement, if any, whichaccompanies or is included with the software.We accept no responsibility or liability in connection with any softwareowned or controlled by third parties.
(e) Tothe extent that our Websites contain links to outside services and resources,we do not control the availability and content of those outside services andresources.Any concerns regarding anysuch service or resource, or any link thereto, should be directed to thatparticular service or resource.
(i) Remove,alter, cover, or distort any copyright, trademark, or other proprietary rightsnotice we include in or through our Services or Service Content;
(ii) Circumvent,disable or otherwise interfere with our security-related features including,without limitation, any features that prevent or restrict the use of or copyingof any software or other Service Content;
(iii) Usean automatic device (such as a robot or spider) or manual process to copy or"scrape" the Website or Service Content for any purpose (except for that which routinelyoccurs through the use of bona fide search engines) without our express writtenpermission;
(iv) Collector harvest any personally identifiable information or non-personallyidentifiable information from our Services including, without limitation, usernames, passwords, email addresses;
(v) Solicitother users to join or become members of any commercial online service or otherorganization without our prior written approval;
(vi) Attemptto or interfere with the proper working of our Services or impair, overburden,or disable the same;
(vii) Decompile,reverse engineer, or disassemble any portion of our software or other ServiceContent, or our Services;
(viii) Usenetwork-monitoring software to determine architecture of or extract usage datafrom our Services;
(ix) Encourageconduct that violates any local, state or federal law, either civil orcriminal, or impersonate another user, person, or entity;
(x) ViolateU.S. export laws, including, without limitation, violations of the ExportAdministration Act and the Export Administration Regulations administered bythe Department of Commerce; or
(xi) Engagein any conduct that restricts or inhibits any other user from using or enjoyingour Services.
(h) For additional terms applying tocontests or sweepstakes conducted by this Website, refer to this Website'scontest or sweepstakes information section, if applicable.
4. USER REGISTRATION & PROMOTIONALMESSAGES
(a) In order to access or use some featuresof our Services, you may have to become a registered user. If you are underthe age of thirteen (13), then you are not permitted to register as a user,sign up for any promotional messages, or otherwise provide us any personalinformation.
(b) Ifyou become a registered user, you will provide true, accurate and completeregistration information and, if such information changes, you will promptlyupdate the relevant registration information.During registration, you may create a user name and password (a"Membership").You are solelyresponsible for safeguarding and maintaining the confidentiality of yourMembership.You are solely responsiblefor the activity that occurs under your Membership, whether or not you haveauthorized the activity.You agree tocontact us by clicking the "Contact Us" link on our Website immediately if youbecome aware of any breach of security or unauthorized use of your Membership.
5. USER CONTENT
(a) Wemay now or in the future permit users to post, upload, transmit through, orotherwise make available through our Services messages, text, illustrations,data, files, images, graphics, photos, comments, sounds, music, videos,information, content, and/or other materials ("User Content").Subject to the rights and license you grantherein, you retain all right, title and interest in your User Content.We do not guarantee any confidentiality withrespect to User Content even if it is not published through our Services.It is solely your responsibility to monitorand protect any intellectual property rights that you may have in your UserContent, and we do not accept any responsibility for the same.
(b) Youshall not submit any User Content protected by copyright, trademark, patent,trade secret, moral right, or other intellectual property or proprietary rightwithout the express permission of the owner of the respective right. You aresolely liable for any damage resulting from your failure to obtain suchpermission or from any other harm resulting from User Content that you submit.
(c) Yourepresent, warrant, and covenant that you will not submit any User Content that:
(i) Violatesor infringes in any way upon the rights of others, including, but not limitedto, any copyright, trademark, patent, trade secret, moral right, or otherintellectual property or proprietary right of any person or entity;
(ii) Impersonatesanother or is unlawful, threatening, abusive, libelous, defamatory, invasive ofprivacy or publicity rights, vulgar, obscene, profane, pornographic, orotherwise objectionable, or otherwise violates any applicable law;
(iii) Encouragesconduct that would constitute a criminal offense, gives rise to civil liabilityor otherwise violates any law;
(iv) Isan advertisement for goods or services or a solicitation of funds;
(v) Includespersonal information such as messages which identify phone numbers, socialsecurity numbers, account numbers, addresses, or employer references;
(vi) Containsa formula, instruction, or advice that could cause harm or injury; or
(vii) Isa chain letter of any kind.
Moreover,any conduct by a user that in our sole discretion restricts or inhibits anyother user from using or enjoying our Services will not be permitted.
(f) Wedo not accept or consider, directly or through any employee or agent,unsolicited ideas of any kind, including without limitation, creative content, ideasor suggestions relating to new or improved products, enhancements, names ortechnologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) anyunsolicited ideas, suggestions, material, images or other work in any form("Unsolicited Materials"). If you sendus Unsolicited Materials, you understand and agree that the following termswill apply, notwithstanding any cover letter or other terms that accompany them:
(i) Wehave no obligation to review any Unsolicited Materials, nor to keep anyUnsolicited Materials confidential; and
(ii) We willown, and may use and redistribute Unsolicited Materials for any purpose,without restriction and free of any obligation to acknowledge or compensate you
(g) Notwithstandingthe generality of the foregoing, we reserve the right to display advertisementsin connection with your User Content and to use your User Content foradvertising, marketing, promotional, and other commercial purposes.You acknowledge and agree that your UserContent may be included on the websites and advertising networks of ourdistribution partners, marketing partners, accounts, and third-party serviceproviders (including their downstream users).
(h) Wehave the right, but not the obligation, to monitor User Content.We have the right in our sole discretion andfor any reason whatsoever to edit, refuse to post, remove, or disable access toany User Content.
(a) You must be at least eighteen (18)years of age or older to make purchases on any of our Websites.
(b) We reserve the right to limit thequantity of sales of particular items and further reserve the right to cancelmultiple orders of such item purchases by the same user and/or users with thesame shipment/delivery address.
(c) We attempt to be as accurate aspossible in our product descriptions. However, we do not warrant that productdescriptions or other content of our Websites is accurate, complete, reliable,current, or error-free. If a product offered by us is not purchased asdescribed, your sole remedy is to return it in unused condition.
(d) Except where noted otherwise, the listprice or suggested price displayed for products on any of our Websitesrepresents the full retail price listed on the product itself, suggested by themanufacturer or supplier, estimated in accordance with standard industrypractice, or is the estimated retail value for a comparably featured itemoffered elsewhere. Where an item is offered for sale by one of our merchants,the list price or suggested price may be provided by the merchant. In theevent a product is listed at an incorrect price or with incorrect informationdue to typographical error or error received from its suppliers, we shall havethe right to refuse or cancel any orders placed for the product listed at theincorrect price. We shall have the right to refuse or cancel any such orderswhether or not the order has been confirmed and your credit card charged. Ifyour credit card has already been charged for the purchase and your order iscanceled, we will issue a credit to your credit card account in the amount ofthe charge.
(e) Your receipt of an electronic or otherform of order confirmation does not signify our acceptance of your order, nordoes it constitute confirmation of our offer to sell. We reserve the right atany time after receipt of your order to accept or decline your order for anyreason. We reserve the right at any time after receipt of your order, withoutprior notice to you, to supply less than the quantity you ordered of any item.We may automatically charge and withhold the sales tax for orders based on theapplicable state sales tax rate and the location to which the item is beingshipped. Otherwise, you are solely responsible for all sales taxes, or othertaxes, on orders shipped to you.
(f) All requests for service and supportfor items purchased from us should be made directly to the manufacturer inaccordance with their terms and conditions.
(g) Some of our Websites may offer giftcards redeemable for the purchase of goods and/or services ("Gift Cards"). Therisk of loss and title for Gift Cards pass to the purchaser upon our electronictransmission to the purchaser, recipient or delivery to the carrier, whicheveris applicable. We are not responsible if a Gift Card is lost, stolen,destroyed or used without your permission. We make no warranties, express orimplied, with respect to Gift Cards, including without limitation, any expressor implied warranty of merchantability or fitness for a particular purpose. Inthe event a Gift Card is non-functional, your sole remedy, and our soleliability, shall be the replacement of such Gift Card. Certain state laws donot allow limitations on implied warranties or the exclusion or limitation ofcertain damages. If these laws apply to you, some or all of the above disclaimers,exclusions or limitations may not apply to you, and you might have additionalrights.
(h) Someof our Websites may sell vouchers which are redeemable for certain goods,services or experiences ("Vouchers").These Vouchers are special promotional offers that you purchase fromparticipating non-Salem merchants ("Merchants") through our Websites. The Merchantwill be identified on the voucher and such Merchant is solely responsible forredeeming the Voucher. The Merchant isthe issuer of the Voucher and is fully responsible for all goods and servicesit provides to you and for any and all injuries, illnesses, damages, claims,liabilities and costs ("Liabilities") it may cause you to suffer, directly orindirectly, in full or in part, whether related to the use or redemption of a Voucheror not. You waive and release Salem and its subsidiaries, affiliates, partners,officers, directors, employees and agents from any Liabilities arising from orrelated to any act or omission of a Merchant in connection with your use of avoucher or the services/goods it provides in connection with it.Additionally, the expiration date on the Vouchersets forth the last date on which you can redeem your Voucher for the fullpromotional value as stated on the Voucher, but applicable law may provide thatthe Merchant is responsible for honoring the cash value that you paid for theVoucher for a period of time beyond that expiration date.
(i) Weprovide our Services including, without limitation, Service Content foreducational, entertainment and/or promotional purposes. You may not rely on anyinformation and opinions expressed through any of our Services for any otherpurpose.In all instances, it is yourresponsibility to evaluate the accuracy, timeliness, completeness, orusefulness of any Service Content.Underno circumstances will we be liable for any loss or damage caused by yourreliance on any Service Content.
(j) Anyhealth-related Service Content available is not intended to be a substitute forprofessional medical advice. We do not warrant the validity of any such health-relatedstatements found on or through our Services. All such information is general innature and may be helpful to some persons but not others, depending upon theirpersonal needs. You should always consult with your physician prior to changingor undertaking a new diet or exercise program. Never disregard professionalmedical advice or delay in seeking it because of something you have read on orthrough our Services.
(k) Inmany instances, Service Content will include content posted by a third-party orwill represent the opinions and judgments of a third-party.We do not endorse, warrant and are notresponsible for the accuracy, timeliness, completeness, or reliability of anyopinion, advice, or statement offered through our Services by anyone other thanour authorized employees or spokespersons while acting in their official capacities.
(l) OurServices may link or contain links to other websites maintained by thirdparties.We do not operate or control,in any respect, or necessarily endorse the content found on these third-partywebsites.You assume sole responsibilityfor your use of third-party links.Weare not responsible for any content posted on third-party websites or liable toyou for any loss or damage of any sort incurred as a result of your dealingswith any third-party or their website.
(m) Yourcorrespondence or business dealings with, or participation in contests orpromotions of advertisers and other third parties (i.e. entities other thanSalem) found on or through this Website, including payment and delivery ofrelated goods or service, and any other terms, conditions, warranties orrepresentations associated with such dealings, are solely between you and suchparty.You agree that we shall not beresponsible or liable for any loss or damage of any sort incurred as the resultof any such dealings or as the result of the presence of such advertisers onthe website.
(b) Ifyou are using our Website on behalf of a business, that business accepts theseterms.It will hold harmless, defend andindemnify the Website Parties from any claim, suit or action arising from orrelated to the use of the Website or violation of these terms, including anyliability or expense arising from claims, losses, damages, suits, judgments,litigation costs and attorney's fees.
8. DISCLAIMER OF WARRANTIES
You expressly agree that use of our Services isat your sole risk.Our Services andService Content (including software) are provided on an "as is" and "asavailable" basis without warranty of any kind, either express or implied.Without limiting the foregoing and to thefullest extent permitted by law, the Website Parties disclaim any and allwarranties including any: (i) warranties that our Services will meet yourrequirements; (ii) warranties concerning the availability, accuracy, security,usefulness, timeliness, or information content of our Services or ServiceContent; (iii) warranties of title, non-infringement, merchantability, or fitnessfor a particular purpose; (iv) warranties for services or goods receivedthrough, advertised or accessed through our Services; (v) warranties concerningthe accuracy or reliability of the results that may be obtained from the use ofour Services; (vi) warranties that your use of our Services will be sure oruninterrupted; and (vii) warranties that errors in our Services or ServiceContent (including software) will be corrected.
9. LIMITATION ON LIABILITY
(b) Notwithstanding anything to the contrarycontained herein, in no event shall the cumulative liability of all the WebsiteParties exceed the lesser of the total payments received from you by us duringthe preceding twelve (12) month period of $100.Furthermore, you agree that any cause of action arising out of, orrelating to, or in any way connected with any of our Services or these Terms ofUse must commence within one (1) year after the cause of action accrues;otherwise, such cause of action shall be permanently barred.
(c) Theselimitations shall apply to the fullest extent permitted by law.In some jurisdictions limitations ofliability are not permitted; in such jurisdictions, some of the foregoinglimitations may not apply to you.
11. COPYRIGHT POLICY
(a) Werespect the intellectual property rights of others and expect users to do thesame.In appropriate circumstances andat our sole discretion, we may terminate and/or disable the Membership of userssuspected to be infringing the copyrights (or other intellectual propertyrights) of others.Additionally, inappropriate circumstances and in our sole discretion, we may remove or disableaccess to material on any of our Websites or hosted on our systems that may beinfringing or the subject of infringing activity.
(b) Inaccordance with the Digital Millennium Copyright Act of 1998, Title 17 of theUnited States Code, Section 512 ("DMCA"), we will respond promptly to claims ofcopyright infringement that are reported to the agent that we have designatedto receive notifications of claims infringement (our "DMCA Compliance Officer").The DMCA ComplianceOfficer for notice of claims of copyright infringement on our Website can bereached by clicking the "Contact Us" link on our Website.
(c) Ifyou are a copyright owner (or authorized to act on behalf of the copyrightowner) and believe that your work's copyright has been infringed, please reportyour notice of infringement to us by providing our DMCA Compliance Officer witha written notification of claimed infringement that includes substantially thefollowing information:
(i) Aphysical or electronic signature of a person authorized to act on behalf of theowner of an exclusive right that is allegedly infringed;
(ii) Identificationof the copyrighted work claimed to have been infringed, or, if multiplecopyrighted works at a single Website are covered by a single notification, arepresentative list of such works at that Website;
(iii) Identificationof the material that is claimed to be infringing or to be the subject ofinfringing activity and that is to be removed or access to which is to bedisabled, and information reasonably sufficient to permit us to locate thematerial;
(iv) Informationreasonably sufficient to permit us to contact you, such as an address,telephone number, and, if available, an electronic mail address at which youmay be contacted;
(v) Astatement that you have a good faith belief that use of the material in the mannercomplained of is not authorized by the copyright owner, its agent, or the law;and
(vi) Astatement that the information in the notification is accurate, and underpenalty of perjury, that you are authorized to act on behalf of the owner of anexclusive right that is allegedly infringed.
We will investigate noticesof copyright infringement and take appropriate actions under the DMCA. Inquiriesthat do not follow this procedure may not receive a response.
12. CHOICE OF LAW; JURISDICTION AND VENUE
13. DISPUTE RESOLUTION & MANDATORY ARBITRATION
(a) Weeach agree to first contact each other with any disputes and provide a writtendescription of the problem, all relevant documents/information and the proposedresolution. You agree to contact us with disputes by contacting us at the addressprovided in the "Contact Us" link on our Website. We will contact you based on the contactinformation you have provided us.
(b) If, after thirty (30) days,the parties are unable toresolve any dispute raised under the previous provision, the dispute may onlybe submitted to arbitration consistent with this section.The parties understand that they would havehad a right or opportunity to litigate disputes through a court and to have ajudge or jury decide their case, but they instead choose to have any disputesresolved through arbitration.
(c) Weeach agree that any claim or dispute between us, and any claim by either of usagainst any agent, employee, successor, or assign of the other, including, tothe full extent permitted by applicable law, third parties who are notsignatories to this agreement, whether related to this agreement or otherwise,including past, present, and future claims and disputes and including anydispute as to the validity or applicability of this arbitration clause, shallbe resolved by binding arbitration administered by the JAMS under its rules andprocedures in effect when the claim is filed. The rules and procedures andother information, including information on fees, may be obtained from JAMSdirectly.
(d) Weare entering into this arbitration agreement in connection with a transactioninvolving interstate commerce.Accordingly, this arbitration agreement and any proceedings thereundershall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16. Anyaward by the arbitrator(s) may be entered as a judgment in any court havingjurisdiction.
(e) Eitherof us may bring qualifying claims in small claims court. Furthermore, as set forth below, we each agreethat any arbitration will be solely between you and us, not as part of a class-wideclaim (i.e., not brought on behalf of or together with another individual'sclaim). If for any reason any court or arbitrator holds that this restrictionis unconscionable or unenforceable, then our agreement to arbitrate doesn'tapply and the class-wide dispute must be brought in court.
14. NO CLASS ACTIONS
To the extent permitted by law, we each waiveany right to pursue disputes on a class-wide basis; that is, either to join aclaim with the claim of any other person or entity, or assert a claim in arepresentative capacity on behalf of anyone else in any lawsuit, arbitration orother proceeding.
15. NO TRIAL BY JURY
To the extent allowed by law, we each waive anyright to trial by jury in any lawsuit, arbitration or other proceeding.
16. AMENDMENT; ADDITIONAL TERMS
(a) Nowaiver by either party of any breach or default hereunder shall be deemed to bea waiver of any preceding or subsequent breach or default. The section headingsused herein are for convenience only and shall not be given any legal import.