This Agreement is between PICS and any party that accesses or otherwise uses the Site or the Content (the "User," also referred to herein as "you," "your," etc., and if the User is accessing or using the Site or the Content for any reason other than personal, individual use, then "you," "your," etc., also means the company, or other entity, that such party is accessing or using the Site and/or Content on behalf of, and its officers, directors, members, employees, agents, contractors, successors and assigns).
BY ACCESSING AND/OR USING THE SITE, YOU ACKNOWLEDGE, AND ASSENT TO BE BOUND BY THE POLICIES, TERMS AND CONDITIONS SET FORTH HEREIN IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION, AS WELL AS ALL APPLICABLE LAWS AND REGULATIONS, AS IF YOU HAD HANDWRITTEN YOUR NAME ON A CONTRACT.
B. License and Restrictions on Use.
1) Intellectual Property. All Content, including but not limited to all text, graphics, logos, icons, images, data, graphs, audio, videos, computer programs and other material and information contained on, or utilized in the provision of, the Site is the property of PICS or its content suppliers and is comprised of protected copyrights, trademarks, trade secrets, and other proprietary rights, and such rights are protected in all forms, media, and technologies existing now or hereinafter developed. The Content is protected as a collective work under the U.S. Copyright Act (17 U.S.C. § 101, et seq.) and international treaty provisions, and PICS owns a copyright in the selection, coordination, arrangement and enhancement of such Content as well as the copyright and other protection available to individual aspects of the Content.
2) License. (a) PICS hereby grants you a limited, nonexclusive, non-transferable personal license to use the Site and the Content for personal (if the User is an individual) or internal business (if the User is other than an individual), informational purposes only. You may print and/or download and store the Content for non-commercial, personal or internal business use (as applicable) only, provided that you retain all copyright and other proprietary notices contained on the Content without modification. This license is conditioned on your continued compliance with all of the terms and conditions in this Agreement.
(b) PICS enables registered users of the Site to post information on the Site and to send messages to other registered users of the Site that have selected the same preferred activities and interests categories as the first user (the "Invitation Feature"). The intent of the Invitation Feature is to enable registered users to connect with other registered users with common interests. You hereby grant PICS a perpetual, royalty-free, fully paid-up, non-exclusive, worldwide, license to use, copy, display, modify and/or destroy the information that you post or send by use of the Invitation Feature ("Invitation Information").
3) Restrictions. (a) Except as expressly authorized in this Agreement or otherwise authorized by PICS in writing, you shall not reverse engineer, disassemble, decompile, use, copy, distribute, modify or create derivative works from, disclose, display, transmit, or post the Content for any purpose, or in any way exploit any of the Content, in whole or in part. (b) You shall not, without the prior written consent of PICS: (i) create any in-line link to the Site or any of its pages, display the Site or any of its pages in a frame, or otherwise modify the display of the Site or the Content in any way, including displaying any text, images or other information or material other than the Content; (ii) use any metatags or any other "hidden text" using PICS's name, trademarks or other material on your website or otherwise that would or may suggest an affiliation, connection or association between you and PICS or that is likely to or could cause confusion regarding PICS as the origin of, or PICS's sponsorship or approval of, any of your content, goods or services, whether or not such content, goods or services are set forth in or accessible from your website. All rights not expressly granted herein are reserved to PICS and/or its licensors. You acknowledge and agree that if you exploit or use the Site or the Content in any unauthorized manner, PICS will be irreparably harmed and that PICS is entitled, as its non-exclusive remedy, to an injunction prohibiting such continued unauthorized use, an accounting and disgorgement of any profits you receive from such use, and other equitable relief.
C. Trademarks. "PICS" and "PICSWEB.ORG" AND "LIFE PAGES" AND "LIFEPAGES.ORG" are trademarks of PICS. All other marks, names, and logos mentioned on the PICS site are the property of their respective owners. Your use of the PICS trademarks and other marks, names and logos set forth on the Site without prior written consent is strictly prohibited.
D. Your Representations, Warranties and Covenants. You represent, warrant and covenant that: (1) you understand and agree that this Agreement is a legally binding agreement and the equivalent of a signed, written contract; (2) you will use this Site and the Content only in a manner consistent with all laws and regulations and in accordance with the terms and conditions of this Agreement; (3) you will not impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false IP addresses or headers, or otherwise conceal your identity from PICS or any other party for any purpose; (4) you will not use the Site or the Content for any purpose other than their intended purpose and for your personal or internal business needs (as applicable) (5) you will not disseminate or transmit any unsolicited commercial e-mail messages (SPAM), chain letters, bots, spiders, crawlers, or other repetitive information collection or distribution devices (and you will use reasonable efforts to prevent others from doing the same); (6) you will not export, re-export, download or transmit any message or content in violation of any export law, regulation or restriction of the United States and its agencies or authorities; (7) you will not take any action which may significantly damage the Site or diminish PICS's ability to provide the same; (8) you will not attempt to discover, use, copy or modify the information or materials of others or in any way violate their privacy or security; (9) you will not use the Site or the Content in any way to transmit or store any information or material, including but not limited to the Invitation Information, that: (a) is illegal, or that contributes in any way to the perpetration of an illegal act, or is otherwise inappropriate, including but not limited to, defamatory, pornographic, obscene or offensive text, graphics or images (as determined by PICS in its sole discretion); (b) contains any virus, time bomb, Trojan horse, Easter egg, cancelbot, web bug or other code, material or information that is intended to or does intercept or access any information of any other party or interfere with the Content or the operation of the Site; (c) is intended to or has the effect of harassing, embarrassing, stalking, abusing or otherwise unreasonably disturbing any third party; or (d) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or that could be harmful to minors.
E. Disclaimer of Warranties. You expressly agree that use of the Site (including without limitation the Invitation Feature) and the Content is at your sole risk. Neither PICS, nor its Members or affiliates, nor any of their respective officers, directors or employees, agents, third-party content providers, or licensors, or the like warrant that the Site will be uninterrupted or error-free; nor do they make any warranty as to accuracy, completeness, reliability, security or currency of the Content or the Invitation Information. The Content and the Invitation Information may contain errors, omissions, inaccuracies, or outdated information. PICS reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Site and to make any other changes to the Site, the Content and any other material or information described in the Site at any time without notice. PICS does not monitor the content of Invitation Information or any other information provided by third parties (including registered users of the Site) and PICS does not warrant the accuracy, completeness, reliability, security or currency of such information.
THIS SITE AND THE CONTENT ARE PROVIDED BY PICS ON AN "AS IS," AND "AS AVAILABLE" BASIS. PICS DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING: (1) THE SITE, THE CONTENT, OR THE USE, OPERATION, ACCURACY, OR AVAILABILITY, OF THE SAME; OR (2) THE EVENTS, INFORMATION, SERVICES OR PRODUCTS THAT ARE DESCRIBED, OFFERED, SOLD, OR DISPLAYED ON THE SITE (EITHER DIRECTLY OR BY WAY OF A LINK TO ANOTHER PARTY'S WEBSITE), OR YOUR USE OF THE SAME; INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF OR AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE INFORMATION, ACCURACY, COMPATIBILITY, INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW APPLIES TO THIS AGREEMENT.
F. Limitation of Liabilities. YOU AGREE THAT PICS AND ITS PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND, INCLUDING, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE (INCLUDING WITHOUT LIMITATION THE INVITATION FEATURE), THE CONTENT, THE INVITATION INFORMATION, OR ANY OTHER EVENT, INFORMATION, PRODUCTS, OR SERVICES DESCRIBED, OFFERED, SOLD, OR DISPLAYED ON THE SITE, YOUR USE OF OR INABILITY TO USE ANY OF THE SAME, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER PICS OR ANY OF ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT WILL RELIEVE PICS OF ANY LIABILITY FOR ANY RECKLESSNESS OR WILLFUL OR INTENTIONAL MISCONDUCT. IN NO EVENT SHALL PICS'S TOTAL LIABILITY TO YOU ARISING FROM OR RELATED TO THIS AGREEMENT, THE SITE, THE CONTENT OR ANY EVENT, INFORMATION, SERVICE OR PRODUCT DESCRIBED, SOLD, OFFERED OR DISPLAYED ON THE SITE, THE INVITATION FEATURE, OR YOUR USE OR INABILITY TO USE ANY OF THE SAME, EXCEED TEN DOLLARS ($10.00), REGARDLESS OF THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY, AND EVEN IF ANY OF THE PROVISIONS OF THIS AGREEMENT ARE DEEMED TO FAIL OF THEIR ESSENTIAL PURPOSE.
G. Indemnifications. You agree to indemnify, defend (at PICS discretion), and hold harmless PICS, its Members and affiliates, and their respective officers, directors, agents, employees and third party content providers or licensors from and against any and all claims and expenses, including attorneys' fees, arising out of or related in any way to your use of the Site (including without limitation the Invitation Feature) or the Content in any way that results in a violation of this Agreement, violation of any law or regulation, or violation of any proprietary or privacy right.
H. Privacy. (1) Information Collected. In order to provide additional services to you, PICS provides you with the opportunity to register a user name and password with PICS that will enable you to access restricted portions of the Site and identify your preferences from a list of possible activities and interests. In order to register, you must provide a user name (which may or may not be your real name), a password, your e-mail address, and your preferred activities and interests (this information together with the Invitation Information shall collectively be referred to as "User Information").
(2) Information from Children. The Federal Trade Commission ("FTC") regulates how Website operators collect and use personal information from children under the age of 13, pursuant to the Children's Online Privacy Protection Act of 1998 (the "Act"). For more information about the Act and children's on-line privacy in general, visit the FTC's Website at http://www.ftc.gov. PICS requires that all registrants for use of the restricted portions of the Site be at least 18 years of age. To the extent that the restricted portions of the Site become accessible to a child under the age of 13 (by any means including, a registered users' intentional or inadvertent disclosure of its password to that child), PICS requests that the child under the age of 13 refrain from using the restricted portion of the Site. Users under the age of 13 are prohibited from posting or transmitting any personally identifiable or other information on the Site.
(3) Use and Disclosure of User Information. PICS will may use the User Information to send you e-mail or other notices of upcoming events that match your identified preference for activities and interests. PICS may share your User Information with its vendors and contractors utilized to provide the Site and the Content, and PICS' accountants, attorneys and other advisors. If PICS experiences a change of control, either due to a sale of assets, merger, bankruptcy, or otherwise, PICS may share your User Information with the person or entity that takes control of PICS and that person or entity will be subject to the terms and conditions regarding use and disclosure of your User Information that are set forth in this Agreement. Except as set forth in this Agreement, PICS does not intend to disclose your User Information to anyone, except as may be required by any applicable law, rule, regulation or order of any court or agency, or unless PICS first provides you notice of such additional use or disclosure and an opportunity to reject that use or disclosure. If you do not want PICS to use or disclose your User Information as described in this Agreement or in any later notice, you shall notify PICS, in writing sent to: Partners in Community Supports, 1701 American Blvd. East, Suite #7, Minneapolis, MN 55425, specifying how you would like PICS to change its current or intended use or disclosure of your User Information.
(4) Your Access and Modification of User Information. You may access and modify (add, change or delete) your User Information electronically at any time by logging on to the restricted portion of the Site and making the desired modification. In addition, you may send a written notice to PICS: Partners in Community Supports, 1701 American Blvd. East, Suite #7, Minneapolis, MN 55425, specifying which User Information is to be modified and what modification is to be made. Upon receipt of such written notice PICS shall make the requested modification. PICS shall be entitled to rely on any writing that purports to be authorized by you or someone acting on your behalf in making any such modifications.
(5) Security. PICS endeavors to take reasonable measures to maintain the security, integrity and confidentiality of User Information consistent with the uses and disclosures described in this Agreement. Please note that despite its efforts, PICS cannot and does not promise complete security against unauthorized access to, use of, or disclosure of User Information.
I. Choice of Law. This Agreement will in all respects be governed by, interpreted, and enforced in accordance with the laws of the United States of America and the State of Minnesota. Any dispute between PICS and you relating in any way to the Site, the Content, your use of the same, or otherwise regarding this Agreement will be exclusively venued in a state or federal court situated within the State of Minnesota, and you irrevocably submit yourself to the personal jurisdiction of such courts for such purpose. PICS makes no representation that the Site or the Content are appropriate or available for use by users located outside of the United States and access to the Site and the Content from territories where the Content is illegal is prohibited.
J. Term and Termination. The license granted herein shall begin on the date you first access the Site and continue perpetually unless PICS terminates such license. Without limiting any other remedies PICS may have at law or in equity, PICS may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate the license granted under this Agreement if you fail to comply with any term or condition of this Agreement or otherwise in PICS's discretion, for any or no reason. Upon termination of this Agreement, you agree to immediately cease access to and use of the Site and the Content and to promptly destroy all copies of the same that you may have downloaded, printed, stored or otherwise retained.
K. Hyperlink Disclaimers. As a convenience to you, PICS may provide, on the Site, hypertext links to Web sites operated by other entities (collectively the "Linked Sites"). If you use any Linked Sites, you will leave the Site. If you decide to visit any Linked Site, you do so at your own risk and it is your responsibility to take all protective measures to protect your personal information, guard against viruses or other destructive elements, and otherwise protect your rights. Linked Sites, regardless of the linking form, are not maintained, controlled or otherwise governed by PICS. The content, accuracy, opinions expressed, and other links provided by Linked Sites are not investigated, verified, monitored, or endorsed by PICS. PICS does not endorse, make any representations regarding, or warrant any information, goods and/or services appearing and/or offered on any Linked Site. Links do not imply that PICS sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any Linked Site is authorized to use any trademark, trade name, logo or copyright symbol of PICS or any of its affiliates or subsidiaries. Except for links to information authored by PICS, PICS is neither responsible for, nor will it be liable under any theory, based upon: (1) any Linked Site; (2) any information and/or content found on any Linked Site; or (3) any site(s) linked to or from any Linked Site. If you decide to visit any Linked Sites and/or transact any business thereon, you do so at your own risk. PICS reserves the right to discontinue any link to the Linked Site at any time without prior notice. Please contact the web masters of any Linked Sites concerning any information, goods and/or services appearing thereon.
L. Third Party Materials. Portions of the Site, including the Invitation Feature, and/or Linked Sites may provide you with unfiltered access to information posted or transmitted by other people or organizations ("Third Party Materials"). PICS does not monitor the Third Party Materials and cannot guarantee the quality or control the nature of the Third Party Materials. Naturally, not all Third Party Materials will agree with and appeal to each individual user. You may find Third Party Material to be offensive, harmful or inaccurate. Content from users or other third parties does not reflect the opinion and intentions of PICS. You shall use discretion in viewing, interpreting, or relying on any Third Party Material or Content. PICS shall not be responsible in any way for any damage caused (directly or indirectly) by the Third Party Material or by the provider of the Third Party Material.
M. Entire Agreement. This Agreement constitutes the entire agreement between PICS and you with respect to the Site and the Content and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and PICS with respect to the same. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
N. Modifications to Agreement. PICS reserves the right to modify any of the terms of this Agreement at any time by posting such modification on the Site. The version of this Agreement available on the Site at the time you first provide the User Information shall apply until you modify such information. Upon each modification of the User Information, the version of this Agreement available on the Site at the time of such modification shall apply on a going forward basis, whether or not you have actually returned to this Agreement or reviewed its terms (which may have changed from earlier versions).
O. Designated Agent. Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, PICS designates an agent as described below, to receive notifications of claimed infringement:
Partners in Community Supports (PICS)
1701 American Blvd. East, Suite #7
Minneapolis, MN 55425
John P. Gehan
Partners in Community Supports (PICS)
1701 American Blvd. East, Suite #7
Minneapolis, MN 55425
Voice: (952) 854-6364 x101
Fax: (952) 854-6356
P. Electronic Communications and Electronic Signatures. You agree to be bound by any affirmation, assent or agreement you transmit through the Site, including but not limited to any consent you give to receive communications from PICS solely by accessing or using the Site or the Content. You agree that, in the future when you access or use the Site or the Content, or click on an "I agree", "I consent" or other similarly worded "button" or entry field with your mouse, keystroke or other computer device, such agreement and consent will be legally binding and enforceable and the legal equivalent of your handwritten signature, unless and until you provide PICS written notice of your intent that such use and access or electronic means no longer may be interpreted as your assent.
Version Date: 8/8/2003