DEMETER ENTREPRENEURS SUPPORT NETWORK CORP.
TERMS AND CONDITIONS
Please read the following Terms and Conditions (the “Terms”) carefully before using the Demeter Entrepreneurs Support Network Corp. website (“Demeter,” “us”, “our” or “we”) or participating in any online features, using any Demeter mobile application that is made available by or on behalf of us, or otherwise engaging the services and/or programs offered by Demeter (collectively, the “Web Properties”). These Terms are in effect for all of our Web Properties.
These Terms are not applicable to any other web page operated and/or owned by any entity other than Demeter, including, but not limited to, any website, mobile application, blog, forum, or other material operated by any of the contributors or other participants featured on the Web Properties. When visiting these third-party websites, you should refer to the Terms and Conditions in effect for the applicable owner.
PLEASE READ THESE TERMS CAREFULLY, WHICH INCLUDE IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING OR USING THE WEB PROPERTIES, YOU ARE ENTERING INTO A LEGAL CONTRACT WITH DEMETER REGARDING YOUR USE OF THE WEB PROPERTIES. BY ACCESSING OR USING THE WEB PROPERTIES, YOU AGREE TO BE BOUND BY THE TERMS AND ALL ADDITIONAL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ANY PORTION OF THESE TERMS, YOU SHOULD NOT ACCESS OR OTHERWISE USE THE WEB PROPERTIES.
We will make an effort to update this web page with any changes to these Terms and you are encouraged to review these Terms frequently (the date of the most recent revision to these Terms appears at the end of these Terms).
- CONVENIENCE AND INFORMATION ONLY. The Web Properties are provided to you as a convenience and for your information only. By merely providing access to the Web Properties, Demeter does not warrant or represent that: (a) any materials, documents, images, graphics, logos, design, audio, video and any other information provided from or on the Web Properties (collectively, the “Content”) is accurate or complete; (b) the Content is up-to-date or current; (c) Demeter has any obligation to update any Content; (d) the Content is free from technical inaccuracies or programming or typographical errors; (e) the Content is free from changes caused by a third party; (f) your access to the Web Properties will be free from interruptions, errors, computer viruses or other harmful components; and/or (g) any information obtained in response to questions asked through the Web Properties is accurate or complete.
- NO ENDORSEMENTS. Demeter is a content distributor. The opinions and advice expressed on the Web Properties are solely those of the original authors and contributors, and do not necessarily represent those of Demeter, its employees, or other contributors to the Web Properties. Oftentimes the Content will represent divergent or conflicting viewpoints and opinions regarding a specific topic; however, Demeter makes no assertion or representation that the beliefs of any one author or contributor are superior to those of another. Any recommendations are the beliefs of the specific author or contributor and do not represent the beliefs of Demeter.
- WEB PROPERTIES USE AND CONTENT. You may view, copy or print a single copy of any page from the Web Properties for personal, non-commercial purposes if you include the following copyright notice: “Copyright © 2014. Demeter Entrepreneurs Support Network Corp.. All rights reserved.” Demeter pages and materials may contain other copyright and proprietary rights notices and in no event may you remove, modify, or alter these notices. You may not otherwise use, modify, copy, print, display, distribute, publish, or sell any information from the Web Properties without the express, prior, written consent of Demeter. YOU MAY NOT USE ANY WEB PROPERTY FOR ANY COMMERCIAL USE.
Any special rules for the software, audio files, downloads and other items accessible through the Web Properties may be included elsewhere in the Web Properties and are incorporated into these Terms by reference.
- UPDATES. We may make changes to the Web Properties, the Content and/or the User Content (as defined herein) described in these Terms at any time and without further notice to you. We will make an effort to update this web page with any changes to the services described in these Terms.
- USER ACCOUNT, PASSWORD AND SECURITY. To the extent that an created by you to access and use any Web Property (“User Account”) is used by you in connection with the Web Properties, the following shall apply:
- USER ACCOUNT. To access certain types of features, the Content and the User Content available through the Web Properties, we require the use of a username and password after setting up a User Account. We use reasonable precautions to protect the privacy of your username, password, and User Account information. You, however, are ultimately responsible for protecting your username, password, and User Account information from disclosure to third parties, and you are not permitted to circumvent the use of required encryption technologies, if any. You agree to (i) immediately notify Demeter of any unauthorized use of your username, password, or User Account, or any other breach of security, and (ii) ensure that you exit from your User Account at the end of each session. While we provide certain encryption technologies and use other reasonable precautions to protect your confidential information and provide suitable security, we do not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, interruption, interception or error.
- ACCURATE INFORMATION. In creating and using your User Account for use on the Web Properties, you agree to: (i) provide true, accurate, current, and complete information about yourself on any registration form required for the Web Properties (such information being the “Registration Data”); (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete; and (iii) maintain and promptly update payment information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Demeter has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, then we have the right to suspend or terminate your User Account and refuse any and all current or future use of your User Account.
- NON-TRANSFERABILITY OF USER ACCOUNT. User Accounts and usernames are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Web Properties with his or her username and password.
- OBJECTIONABLE MATERIAL. You acknowledge that in using the Web Properties and accessing the Content and/or the User Content, you may encounter material that you deem to be disturbing, offensive or objectionable. You agree to use the Web Properties at your sole risk and Demeter shall have no liability to you for material that may be disturbing, objectionable or offensive to you. You should not visit the Web Properties if you are unwilling to view material that may be disturbing, objectionable or offensive to you.
- NOT INTENDED FOR CHILDREN. Much of the Content and the User Content featured on the Web Properties deals with adult topics, many of which are not suitable for children. The Web Properties are not intended or designed to attract children under the age of 13. We do not knowingly permit children under the age of 13 to create usernames or User Accounts and we do not knowingly collect personally identifiable information from any person we know is under the age of 13.
- NO WARRANTIES FOR CONTENT. The Web Properties are provided to you for your information only. Demeter does not warrant or represent that: (i) the Content and/or the User Content is fair, accurate, or complete; (ii) the Content and/or the User Content is up-to-date or current; (iii) the Content and/or the User Content represents the prevailing or generally accepted ideas or theories in any field; (iv) the Content and/or the User Content is free from technical inaccuracies or programming or typographical errors; (v) the Content and/or the User Content is free from changes caused by a third party; (vi) any information obtained in response to questions asked through the Web Properties is accurate or complete; and/or (vii) the Content and/or the User Content are non-infringing of any third party’s intellectual rights.
- NO WARRANTIES FOR WEB PROPERTIES. When using the Web Properties, information will be transmitted in such a way that may be beyond the control of Demeter. As such, Demeter makes no warranty concerning the delay, failure, interruption, or corruption of any data, the Content, the User Content, or other information transmitted in connection with the use of the Web Properties. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEB PROPERTIES IS AT YOUR SOLE RISK. THE WEB PROPERTIES, THE CONTENT AND THE USER CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE WEB PROPERTIES, THE CONTENT, AND THE USER CONTENT OR ANY SERVICES OFFERED IN CONNECTION WITH THE WEB PROPERTIES ARE OR WILL REMAIN UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEB PAGES ON OR THROUGH THE WEB PROPERTIES, OR THE SERVERS USED IN CONNECTION WITH THE WEB PROPERTIES, ARE OR WILL REMAIN FREE FROM ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES OR OTHER HARMFUL COMPONENTS. DEMETER DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEB PROPERTIES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT DEMETER WILL HAVE ADEQUATE CAPACITY FOR THE WEB PROPERTIES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA. DEMETER MAKES NO REPRESENTATION OR WARRANTY REGARDING GOVERNMENT COMPLIANCE OF ANY SOFTWARE USED IN RUNNING THE WEB PROPERTIES. THE ENTIRE LIABILITY OF DEMETER AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF ANY SERVICE OR PRODUCT PROVIDED ON OR THROUGH THE WEB PROPERTIES WILL BE THE REFUND OF THE PURCHASE PRICE FOR ANY CONTENT, USER CONTENT, PRODUCTS, OR SERVICES FOUND TO BE INADEQUATE.
- INDEMNIFICATION. You agree to defend, indemnify and hold harmless Demeter and its directors, officers, employees and agents from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys’ fees) assessed or incurred by Demeter, directly or indirectly, with respect to or arising out of: (i) your failure to comply with these Terms; (ii) your breach of your obligations under these Terms; (iii) your use of the rights granted hereunder, including without limitation any claims made by any third parties; and/or any claim that your User Content, defined hereunder, caused damage to a third party.
- LIMITATION OF LIABILITY. IN NO EVENT WILL DEMETER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE WEB PROPERTIES AND/OR ANY CONTENT AND/OR USER CONTENT PROVIDED IN CONNECTION WITH THE WEB PROPERTIES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE WEB PROPERTIES AND/OR ANY CONTENT AND/OR USER CONTENT PROVIDED, INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR INTERRUPTION IN ITS USE OR AVAILABILITY. ADDITIONALLY, DEMETER SHALL NOT BE LIABLE FOR NEGATIVE REPERCUSSIONS TO ANY PARTY BASED ON THE COMMENTS, VIEWS, AND OPINIONS OF ANY AUTHOR OR CONTRIBUTOR, INCLUDING BUT NOT LIMITED TO LOST GOODWILL OR LOST PROFITS. DEMETER SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED THE AMOUNT YOU ACTUALLY PAID TO DEMETER FOR GOODS OR SERVICES IN THE PRIOR SIX (6) MONTHS, IF ANYTHING. DEMETER IS NOT LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, OR PROPERTY DAMAGE CAUSED BY YOUR USE OR MISUSE OF THE WEB PROPERTIES, THE CONTENT AND/OR THE USER CONTENT. REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE LIABILITY OF DEMETER WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
- THIRD PARTY CONTENT AND THIRD PARTY APPLICATIONS.
Demeter may provide hyperlinks to other websites maintained by third parties, or may provide third party content on the Web Properties by framing or other methods (collectively, “Third Party Content”). In addition, the Web Properties may include certain applications, features, programs and services provided by third parties (collectively, the “Third Party Applications”). Demeter does not monitor Third Party Content or Third Party Applications and can make no guarantee as to the accuracy or completeness of such Third Party Content or Third Party Applications. THE LINKS TO THIRD PARTY WEBSITES, ANY THIRD PARTY CONTENT, AND ANY THIRD PARTY APPLICATIONS ARE PROVIDED FOR YOUR CONVENIENCE AND INFORMATION ONLY. THE CONTENT ON ANY LINKED WEBSITE OR IN ANY THIRD PARTY APPLICATION IS NOT UNDER DEMETER’S CONTROL AND, JUST AS WITH THE WEB PROPERTIES, DEMETER IS NOT RESPONSIBLE FOR THE CONTENT OF LINKED WEBSITES AND/OR THIRD PARTY APPLICATIONS, INCLUDING ANY FURTHER LINKS CONTAINED IN A THIRD PARTY WEBSITE. DEMETER MAKES NO REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH ANY THIRD PARTY CONTENT OR THIRD PARTY APPLICATIONS, WHICH AT ALL TIMES AND IN EACH INSTANCE IS PROVIDED “AS IS.” THIRD PARTY APPLICATIONS MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS OR AGREEMENTS BETWEEN YOU AND THE PROVIDER OF SUCH THIRD PARTY APPLICATIONS AS MAY BE PROVIDED TO YOU IN CONNECTION THEREWITH, AND YOU AGREE TO FULLY COMPLY WITH ALL SUCH ADDITIONAL TERMS, CONDITIONS AND AGREEMENTS. IF YOU DECIDE TO ACCESS ANY OF THE THIRD PARTY WEBSITES LINKED TO THE WEB PROPERTIES, ANY THIRD PARTY CONTENT, AND/OR ANY THIRD PARTY APPLICATION, YOU DO SO ENTIRELY AT YOUR OWN RISK.
If a third party links or refers to the Web Properties, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with Demeter. In most cases, Demeter is not even aware that a third party has linked or refers to the Web Properties. A third party website that links to the Web Properties: (a) may link or refer to, but not replicate, the Content and/or the User Content; (b) may not create a browser, border environment or frame the Content and/or the User Content; (c) may not imply that Demeter is endorsing it or its products or services; (d) may not misrepresent its relationship with Demeter; (e) may not present false or misleading information about Demeter’s products or services; (f) should not include content that could be construed as distasteful, offensive or controversial; and (g) should not knowingly collect information from children without first complying with all applicable laws, rules and regulations.
- INTELLECTUAL PROPERTY. The Content of the Web Properties, including but not limited to the graphics, audio clips, video clips, and editorial content, is intellectual property owned, controlled and/or licensed by Demeter. All applicable intellectual property laws, including copyright laws, protect Demeter’s rights in and to the Content. No portion of the Content and/or the User Content may be reproduced in any form or by any means, except as provided in Section 3 (Web Properties Use and Content) and elsewhere in these Terms.
Demeter is the copyright owner or authorized licensee of all trademarks, service marks and logos used and displayed on the Web Properties. All trademarks and service marks of Demeter, or its subsidiaries or affiliates, that may be referred to on the Web Properties are the property of Demeter, or one of its subsidiaries or affiliates. Other parties’ trademarks and service marks that may be referred to on the Web Properties are the property of their respective owners. Nothing on the Web Properties should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Demeter’s, or its subsidiaries’ or affiliates’, trademarks, service marks or copyrights without Demeter’s prior written permission. Demeter aggressively enforces its intellectual property rights. Neither the name of Demeter, its subsidiaries or affiliates, nor any of Demeter’s other trademarks, service marks or copyrighted materials may be used in any way, including in any advertising, hyperlink, publicity or promotional materials of any kind, whether relating to the Web Properties or otherwise, without Demeter’s prior written permission, except that a third party website that desires to link to the Web Properties and that complies with the requirements of Section 11 (Third Party Content and Third Party Applications) above may use the names “Demeter” or the title of any Content in or as part of that link.
- USER CONTENT. The Web Properties does, or may in the future, permit the submission of various forms of content submitted by you and other users, such as materials, statements, reviews, ratings, opinions, personal accounts, documents, images, graphics, logos, designs, videos, text files, audio files, comments, direct messages, correspondence between members or third parties, blog entries, editorials and original publications (collectively, “User Content”) and the hosting, sharing, downloading, publishing and/or republishing of such User Content. DEMETER DOES NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY USER CONTENT. TO PROTECT YOUR PRIVACY AND THE PRIVACY OF OTHERS, YOU AGREE THAT YOU WILL NOT PROVIDE ANY USER CONTENT THAT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION (SUCH AS NAME, PHONE NUMBER, EMAIL ADDRESS, SOCIAL SECURITY NUMBER, ETC.) BELONGING TO YOU OR ANYONE ELSE. UPLOADING IMAGES OR VIDEO OF OTHER PEOPLE WITHOUT THEIR PERMISSION IS STRICTLY PROHIBITED.
You shall be solely responsible for your User Content, and the consequences of posting or publishing it. You represent, and warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to use, and to authorize Demeter and those other users of the Web Properties to publish, such User Content, all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content and to enable inclusion and publication of the User Content on the Web Properties as Demeter deems appropriate; and (b) to the extent applicable, you have the written consent, release, and/or permission of each identifiable individual person in the User Content to use the name or likeness of each such person to enable inclusion and publication of the User Content in the manner contemplated by the Web Properties and these Terms. By providing User Content to the Web Properties you hereby grant Demeter a worldwide, non-exclusive, royalty-free, irrevocable, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, publish, republish and perform the User Content in connection with the Web Properties and Demeter’s (and its respective agents, affiliates’ and successors’) business including, but not limited to, publication of any portion or all of the User Content in an advertisement, a book, a magazine, a spoken word work, any other literary work and/or any other audio-visual work, in any medium or format, anywhere in the world. You also hereby grant each authorized user of the Web Properties a worldwide, non-exclusive, royalty-free, irrevocable and sublicenseable license to copy, modify, use, reproduce, distribute, publish, republish and prepare derivative works of, display and perform your User Content as permitted under these Terms.
You acknowledge that Demeter reserves the right to pre-screen User Content and that Demeter shall have the right (but not the obligation) in its sole discretion to refuse, move and/or remove any User Content that is available on or through the Web Properties. You also consent that all User Content that you post to the Web Properties will at all times be available to us. Without limiting the foregoing, Demeter shall have the right to remove any User Content that violates these Terms or is otherwise objectionable, including reviews and ratings that portray Demeter, its authors or contributors, or any third parties in a negative light. You agree that you must evaluate, and bear all risks associated with, the use of any Content or User Content, including any reliance on the accuracy, completeness or usefulness of such Content or User Content. In this regard, you acknowledge that you may not rely on any Content or User Content created by Demeter or submitted to or appearing on the Web Properties.
You agree to not use the Web Properties to: (a) upload, post, email, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, bullying, tortious, false, defamatory, vulgar, obscene, pornographic, sexually explicit, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, an official, an employee of Demeter; (d) falsely state or otherwise misrepresent your affiliation with any person or entity; (e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Web Properties; (f) upload, post, email, transmit or otherwise make available any User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of an employment relationship or under a nondisclosure or confidentiality agreement); (g) upload, post, email, transmit or otherwise make available any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Demeter and other users of the Web Properties all of the license rights granted herein; (h) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, spam, phishing schemes, pyramid schemes, or any other form of solicitation; (i) upload, post, email, transmit or otherwise make available 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) interfere with or disrupt the Web Properties or any of the servers or networks connected to the Web Properties, or disobey any requirements, procedures, policies or regulations of networks connected to the Web Properties; (k) intentionally or unintentionally violate any applicable local, state, national or international law; (l) stalk or otherwise harass another; or (m) collect or store personal data about other users.
You acknowledge and agree that, in addition to the other uses set forth in these Terms, Demeter may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any User Content violates the rights of any third parties; or (iv) protect the rights, property or personal safety of Demeter, its authors and contributor, its users and/or the public. You further acknowledge and agree that each person that has access to your User Content may have less restrictions on his or her use of your User Content, and that you submit your User Content with the understanding that any claim you have with respect to such use by others shall be between you and such other person, and shall not include Demeter.
Demeter does not endorse any User Content or any opinion, recommendation or advice expressed therein, and Demeter expressly disclaims any and all liability in connection with User Content. Demeter does not knowingly permit copyright infringing activities and infringement of intellectual property rights on the Web Properties, and Demeter will remove all Content and User Content if properly notified that such Content or User Content infringes or may infringe on another’s intellectual property rights. Demeter reserves the right to remove Content and User Content without prior notice. Without limiting Demeter’s right to cause the termination of a User Account for any or no reason, Demeter will also cause the termination of a User Account if he or she is determined to be a repeat infringer. A repeat infringer is a user of the Web Properties who has been notified of infringing activity more than twice and/or has had User Content removed from the Web Properties more than twice. Demeter also reserves the right to decide whether User Content is appropriate and complies with these Terms for violations other than violations of intellectual property law, such as, but not limited to, obscene or defamatory material. Demeter may remove such User Content and/or cause the termination of a User Account for uploading such material in violation of these Terms at any time, without prior notice and at its sole discretion. You acknowledge and agree that Demeter may disclose your identity in connection with any claim of an intellectual property violation.
- COPYRIGHT COMPLAINTS. Demeter owns, protects and enforces copyright and other rights in its own intellectual property, and respects the intellectual property rights of others. Materials may be made available on or through the Web Properties by third parties not within the control of Demeter. It is our policy not to permit materials known by us to be infringing to remain on or available through the Web Properties. Please notify us promptly if you believe that any materials on or available through the Web Properties infringe on your intellectual property rights or the intellectual property rights of anyone else. Once we receive proper notice of claimed infringement under the Digital Millennium Copyright Act (the “DMCA”), Demeter will respond promptly to remove the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content at issue. When notifying Demeter of potential infringement, you must include the following:
- Identification of the copyrighted work(s) claimed to have been infringed. If multiple copyrighted works, then a representative list of such works on the Web Properties;
- Identification of the supposedly infringing material that is to be removed;
- Information reasonably sufficient to permit Demeter to locate the material on the Web Properties;
- Contact information reasonably sufficient to permit Demeter to contact the complaining party, such as an address, telephone number, or email address;
- A statement that the complaining party has a good faith belief that use of the material is in fact infringing and/or not authorized by the copyright owner, its agent, or the law;
- A statement that, under penalty of perjury, the information in the notification is accurate and where relevant that the complaining party is authorized to act on behalf of the copyright owner; and
- The signature, physical or electronic, of the copyright owner or a person authorized to act on his or her behalf.
A provider of content subject to a claim of infringement may make a counter notification. To file a counter notification with us, please provide the DMCA Agent a written communication containing the following:
- Identification of the supposedly infringing material that is to be removed;
- A statement that, under penalty of perjury, you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your postal address is located, and that you will accept service of process from the party who submitted the infringement notification or his, her or its principal or agent; and
- The signature, physical or electronic, of you or a person authorized to act on your behalf.
Demeter will promptly provide the party that provided the notice of claimed infringement with a copy of the counter notification, and inform the complaining party that we restore the removed or disabled content in ten (10) business days. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of the counter-notification, we will restore the removed or disabled materials. Until that time, your materials will remain removed or disabled.
Notice of alleged infringement must be sent by electronic mail to the Demeter Copyright Agent at firstname.lastname@example.org or by certified mail and marked “Copyright Infringement” to Demeter Customer Service at: c/o Business Filings Incorporated, 108 West 13th Street, Wilmington, DE 19801, U.S.A. Attn: DMCA AGENT
Before filing such a notification, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether there is infringement, it may be advisable to seek legal counsel.
- TERMINATION OF SERVICE. We may terminate your account or right to access secured portions of the Web Properties at any time, without notice, for conduct that we believe violates these Terms and/or is harmful to other users of the Web Properties, to Demeter, to its partners, to the contributors, to the business of our Internet service provider, or to other information providers.
If you violate any of these Terms, your permission to use the Content and/or the User Content pursuant to Section 3 (Web Properties Use and Content ) automatically terminates and you must immediately destroy any copies you have made of any portion of the Content or the User Content.
You acknowledge and agree that this Class Action Waiver And Arbitration Section and the agreements contained herein are made pursuant to a transaction that involves interstate commerce, and shall be governed by, and be enforceable under, the Federal Arbitration Act (the “FAA”) (9 U.S.C. §1 et seq.) as it may be amended from time to time. The circumstances and procedures under which Claims (as defined below) may be resolved by arbitration instead of in court are set forth herein.
Notwithstanding anything herein to the contrary, you retain the right to pursue any Claim in a small claims court and proceed on an individual basis for any such Claim that is within the court’s jurisdiction. Arbitration of Claims will be conducted as an individual action. Neither party agrees to any arbitration on a class or representative basis and the arbitrator shall not have authority to proceed with any arbitration on a class or representative basis. Even if a class action lawsuit or other representative action is filed, including in the form of a private attorney general action, any Claim between you and us related to such lawsuits will be subject to an individual arbitration claim if so elected by either you or us. Arbitration proceedings with respect to separate Claims will not be consolidated without the consent of all parties. Only those Claims that are (1) brought by us against you, or your heirs or your trustee in bankruptcy or (2) brought by you, or your heirs or your trustee in bankruptcy against us, may be joined in an individual action under this Class Action Waiver and Arbitration Section.
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”) describing (a) the nature and basis of the Claim or dispute; and (b) the specific relief sought (“Demand”). The Notice to Demeter should be addressed to: Dispute Resolution Agent, Demeter, 50 S. 16th Street, Suite 3575, Philadelphia, PA 19102 USA (“Notice Address”). You must notify us of any Claim brought by you within 100 days of the event or events giving rise to such Claim or you will have waived your right to bring such Claim or to participate in any legal action relating to such Claim. If Demeter and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Demeter may commence an arbitration proceeding. The amount of any settlement offer made by Demeter or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Demeter is entitled. After Demeter receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee required by the arbitration administrator, unless your Claim is for greater than $75,000.
The party filing a Claim in arbitration must choose one of the following two arbitration administrators: American Arbitration Association; or JAMS/Endispute (“JAMS”), both of which are independent from us. Any arbitration will be conducted under the rules of the selected arbitration administrator by an impartial third party chosen in accordance with the rules of the selected arbitration administrator and as provided herein. Arbitration hearings will be held at a place chosen by the arbitrator or arbitration administrator within the federal judicial district in which you reside at the time the Claim is filed or at some other place as agreed by the parties in writing. If your Claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing as established by the rules of the arbitration administrator. Copies of the current rules of the arbitration administrators named above, and well as information about arbitration and arbitration fees, and instructions for initiating arbitration may be obtained by using the following contact information:
American Arbitration Association
1633 Broadway, 10th Floor, New York, NY 10019
1920 Main Street, Suite 300, Irvine, CA 92614
Claims will be resolved by a single, neutral arbitrator, who will be either a lawyer with at least ten years of experience or a retired or former judge. The applicable procedures and rules of the arbitration administrator that are in effect on the date the arbitration is filed will govern the arbitration unless those procedures and rules are inconsistent with this Class Action Waiver And Arbitration Section, in which case the procedures and rules of this Class Action Waiver And Arbitration Section will prevail. The procedures and rules of arbitration may limit the amount of discovery available to you or us in the proceeding. Applicable substantive law consistent with the FAA and applicable statutes of limitations will be applied, and the arbitrator will honor claims of privilege recognized at law. At your discretion, you may have a hearing and be represented by counsel. Reasonable steps will be taken by the arbitrator to protect customer information and other confidential information, and the arbitrator may use protective orders to prohibit disclosure outside the arbitration if requested to do so by either party. The arbitrator will have the power to award to a party any damages or other relief provided for under applicable law. The arbitrator will not have the power to award relief to, against, or for the benefit of any person who is not a party to the proceeding. The arbitrator may award punitive damages or attorney fees if the law and/or these Terms authorize such relief. Any award made by the arbitrator will be evidenced in writing by the arbitrator, but the arbitrator is not required to provide a statement of reasons unless requested by a party.
Except as otherwise provided for herein, Demeter will pay all filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of your Claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the rules of the arbitration administrator. In such case, you agree to reimburse us for all monies previously disbursed by us that are otherwise your obligation to pay under the rules of the arbitration administrator. In addition, if you initiate an arbitration in which you seek more than $75,000 in damages, the payment of these fees will be governed by the rules of the arbitration administrator.
If, after finding in your favor in any respect on the merits of your Claim, the arbitrator issues you an award that is greater than the value of Demeter’s last written settlement offer made before an arbitrator was selected, then Demeter will:
- pay you the amount of the award or $2,000 (the “alternative payment”), whichever is greater; and
- pay your attorney, if any, twice the amount of attorneys’ fees, and reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration (the “attorney premium”).
If Demeter did not make a written offer to settle the dispute before an arbitrator was selected, you and your attorney will be entitled to receive the alternative payment and the attorney premium, respectively, if the arbitrator awards you any relief on the merits. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment and the attorney premium at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
Any failure or other delay by either party in enforcing this Class Action Waiver And Arbitration Section at any time, or in connection with any particular Claims, will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other Claims. Decisions rendered in arbitration proceedings will be final and binding on the parties. There shall be no appeal from arbitration decisions other than for arbitrator bias, fraud or misconduct and any award granted in arbitration will be enforceable by any court having jurisdiction as provided by the FAA and/or other applicable law.
- ADDITIONAL REMEDIES. You acknowledge that your conduct that is inconsistent with the provisions of these Terms may cause Demeter irreparable damage for which remedies other than monetary relief may be inadequate. In such instances, you agree that Demeter may seek injunctive or other equitable relief seeking to restrain such conduct without the necessity of proving actual harm or posting a bond.
- EXPORT RESTRICTIONS. Any software and all underlying information and technology downloaded or viewed from any Web Property or in connection with the services (collectively the “Software or Technical Data”) by you may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations (50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are solely responsible for complying with all trade regulations and laws, both foreign and domestic, in your use and viewing of the Web Properties, the Content, the User Content, and any products or services of Demeter, including without limitation, the Software or Technical Data. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration’s Denied Parties List and the U.S. Department of Treasury’s Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.
- GOVERNING LAW AND JURISDICTION. You agree that all matters relating to your access to, or use of, this website shall be governed by the laws of the State of Delaware. Subject to the provisions of the Arbitration Section set forth above, you agree and hereby submit to the exclusive personal jurisdiction and venue of the state courts in New Castle County, Delaware and the United States District Court for the District of Delaware, with respect to such matters.
Your Consent To This Agreement
By accessing and using the Web Properties, you consent to and agree to be bound by the foregoing Terms. If we decide to change these Terms or some part of them, we will make an effort to post those changes on this web page so that you will always be able to understand and agree to the terms and conditions governing your use of the Web Properties. Your use of the Web Properties following your acceptance of any amendment of these Terms will signify your assent to and acceptance of its revised terms for all previously collected information and information collected from you in the future. If you have additional questions or comments of any kind, or if you see anything on the Web Properties that you think is inappropriate, please let us know by sending your comments or requests to:
Demeter Entrepreneurs Support Network Corp.
c/o Business Filings Incorporated
108 West 13th Street
Wilmington, DE 19801 U.S.A.
Attn: Customer Care – Web Properties
Copyright © 2014. Demeter Entrepreneurs Support Network Corp. All Rights Reserved.
EFFECTIVE AS OF: May 1, 2014
LAST UPDATED: May 1, 2014