1. USE OF THE WEBSITE. You may access and use the Website solely for lawful purposes and only in accordance with the terms of this Agreement. BAG reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Website (or any portion thereof) with or without notice.
2. REGISTRATION. The Website may include a process by which You may apply to become a registered user (a “Registered User”) of certain portions of the Website. If the Website has such a registration process, Your access to the Website will be limited to the public areas of the Website until You apply for and are approved as a Registered User of the Website. Your approval as a Registered User is at the sole discretion of BAG. In connection with Your application to become a Registered User, You will be asked to submit certain information about Yourself (“Registration Information”). If Your application to become a Registered User is approved, You will be asked to create an account to access areas of the Website available to Registered Users (an “Account”). You agree to keep Your Account information (including Your password) confidential. You agree to notify BAG immediately of any actual or suspected unauthorized use of your Account. Your Account is solely for Your personal and non-commercial use. You may not sublicense, distribute, sell, lease, rent, loan, or otherwise transfer Your Account or the right to access Your Account to any third party. You are solely responsible for all activities that occur through Your Account. BAG will not be responsible for any loss to You caused by your failure to comply with these obligations. You represent and warrant that:
(a) all Registration Information You have provided is true, accurate, current, and complete; and (b) You will maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. As part of the registration process, you may be permitted to create a user ID for use in identifying your Account (a “User ID”). You may not: (i) select or use a User ID of another person with the intent to impersonate that person; (ii) use a User ID in which another person has rights without such person’s authorization; or (iii) use a User ID that BAG, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of Your Account.
3. TERM AND TERMINATION. This Agreement will be effective on the date You first use the Website and will continue until terminated. BAG may terminate this Agreement immediately, for any reason or no reason, with or without notice to You. You may terminate this Agreement upon written notice to BAG, such termination effective 10 business days following acknowledgment of receipt of such notice by BAG. BAG may also suspend your use of the Website and direct You to cease using the Website with or without notice to You and with or without cause. Upon any termination of this Agreement, all rights granted to You under this Agreement will cease; if You are a Registered User, your Account will be closed, and You must promptly discontinue all access to any part of the Website and the use of any Content downloaded or otherwise obtained from the Website.
4. CONTENT. The text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content available on the Website or provided from or through the Website (collectively, “Website Content”) are protected by the Intellectual Property Rights of BAG and its partners, affiliates, and licensors (“Affiliates”). Unless otherwise noted on the Website, as between You, BAG and its Affiliates, all Website Content is owned by BAG and its Affiliates. Your access to and use of any Website Content is also subject to any other license or other agreement separate from this Agreement that You may enter into (or may have entered into) with BAG or its Affiliates accompanying the Website Content or otherwise on the Website relating to that Website Content (each such license or other agreement, a “Content Agreement”). Except as expressly set forth in this Agreement or any Content Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to the Website or Website Content, or any intellectual property rights therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Website or Website Content without the prior written permission of BAG.
5. MARKS. Unless otherwise labeled, all trademarks, tradenames, service marks, logos, banners, and page headers displayed on the Website (collectively, the “Marks”) are the property of BAG and its Affiliates. Except as expressly set forth in this Agreement, You may not display, link to, or otherwise use the Marks without the prior written permission of BAG.
6. POSTINGS AND UPLOADS. The Website may include forums, bulletin boards, chat rooms, or other opportunities through which You may provide or upload Website Content to the Website (“Provided Content”). You agree not to upload or provide any such Content that is: (1) libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (2) an infringement or misappropriation of the Intellectual Property Rights of any third party; (3) illegal in any way or that advocates illegal activity; or (4) an advertisement or solicitation of funds, goods, or services. You represent and warrant to BAG that You own all right, title, and interest in and to any Provided Content that You provide or upload to the Website, or that You have sufficient rights to grant BAG the rights discussed in this Agreement. You will indemnify, defend, and hold harmless BAG and its Affiliates from any and all third-party claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees and court costs) that result from a breach or alleged breach of any representation or warranty set forth in this Agreement. By providing or uploading any Provided Content to the Website, unless otherwise stated in a separate agreement entered into by You and BAG in connection with Your upload of any Provided Content, You grant BAG a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display such Provided Content throughout the world in any form. In addition, you waive all moral rights in the Provided Content or warrant that all moral rights applicable to such content have been waived. You also grant BAG the right to use Your name in connection with the reproduction or distribution of such material.
7. CONDUCT. You will not permit any third party to use Your Account to (1) use the Website to harvest or collect e-mail addresses or other contact information of other users from the Website by electronic or other means for the purposes of sending unsolicited e-mails or other unsolicited communications; (2) use the Website in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Website; (3) use automated scripts to collect information from or otherwise interact with the Website; (4) use the Website to intimidate or harass any other people or entities; (5) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or method of operation of the Website; (6) remove, bypass or circumvent any electronic protection measures on the Website; (7) remove, alter, or obscure any copyright or other proprietary rights notices included on the Website; or (8) upload to the Website or provide to BAG any code or device capable of or intended to interrupt, harm or damage the Website or the operation of the Website.
7.1. Claims of Infringement. BAG respects the copyrights and other intellectual property rights of users of the Website and other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Website without authorization in a way that constitutes copyright infringement, You may notify BAG by mail to:
Builder Advisor Group
One Letterman Drive
Bldg. C, Suite 3800
San Francisco, CA 94129
7.2. Please provide the following information to BAG:
7.2.1. the identity of the infringed work, and of the allegedly infringing work;
7.2.2. Your name, address, daytime phone number, and e mail address, if available;
7.2.3. a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
7.2.4. a statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner; and
7.2.5. Your electronic or physical signature.
7.3. Representations And Warranties. You hereby represent, warrant, and covenant for the benefit of BAG and its Affiliates that: (1) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with any of the Website; and (3) all information You provide to BAG in connection with this Agreement and Your access to the Website and use of the Services is correct and current.
7.4. Disclaimer And Limitation Of Liability.
7.4.1. Disclaimer. THE WEBSITE AND ALL ACCESS TO YOUR ACCOUNT AND THE SERVICES PROVIDED THROUGH THE WEBSITE ARE PROVIDED BY BAG “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. NEITHER BAG NOR ITS AFFILIATES REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION DISPLAYED, DOWNLOADED FROM, OR DISTRIBUTED THROUGH THE WEBSITE. YOU UNDERSTAND THAT BY USING THE WEBSITE, YOU MAY BE EXPOSED TO CONTENT THAT YOU MAY FIND OFFENSIVE, INDECENT OR OBJECTIONABLE. UNDER NO CIRCUMSTANCES WILL BAG BE LIABLE IN ANY WAY FOR ANY SOFTWARE OR CONTENT PROVIDED THROUGH THE WEBSITE. YOU AGREE THAT YOUR ACCESS TO THE WEBSITE IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO THE WEBSITE. EXCEPT WHERE THE LAWS AND REGULATIONS OF A PARTICULAR JURISDICTION CONCERNING WARRANTIES CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT, BAG EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE WEBSITE AND INTERRUPTIONS, CRASHES, AND DOWNTIME BEYOND BAG’S CONTROL MAY OCCUR FROM TIME TO TIME.
7.4.2. Limitation. IN NO EVENT WILL BAG BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR YOUR FAILURE TO GAIN ACCESS TO OR USE OF) THE WEBSITE, YOUR ACCOUNT, OR ANY OF THE SERVICES, SOFTWARE OR CONTENT PROVIDED THROUGH THE WEBSITE, EVEN IF BAG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BAG’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $250.
7.4.3. Indemnification. You hereby indemnify, defend, and hold harmless BAG and its Affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your accessing or using the Website (or any Content, Services or Software available through the Website), or Your breach of any term of this Agreement. BAG will provide You with notice of any such claim or allegation, and BAG will have the right to participate in the defense of any such claim at its expense.
8. PRIVACY STATEMENT.
8.1. Introduction. This Section 8 provides BAG’s information and data privacy practices for the Website. Your access to and use of certain portions of the Website may also be subject to additional information and data privacy terms and conditions separate from this Agreement that are applicable to those portions of the Website. Any such additional information and data privacy terms and conditions are in addition to this Agreement and will govern your use of such other portions of the Website in the event of a conflict between the terms of this Agreement and those additional terms and conditions.
8.2. Personally Identifiable Information. We may collect personally identifiable information from You when You access the Website. We may also collect personally identifiable information from You through a number of voluntary sources on the Website, such as responses, registrations, comments, e-mails, postings, messages or other electronic submissions and communications sent by You to BAG or the Website. The personally identifiable information We may collect from You will include, by way of example, e-mail address, domain name and IP address, contact information, and username and password information for each Website. The personally identifiable information that BAG collects from users of the Website may be used to provide the services offered through the Website to users of that Website, to customize content displayed on the Website and/or the layout of the Website for each individual user of the Website, to notify users of the Website about updates to and activities on the Website, to improve the content of the Website, to analyze data and patterns regarding usage of the Website, and to contact users of the Website for information verification purposes.
8.3. Disclosure as Required by Law. Although BAG makes every reasonable effort to preserve user privacy, BAG may need to disclose personally identifiable information of certain users of any Website when BAG has a reasonable and good-faith belief that the disclosure is necessary to enforce this Agreement, comply with a judicial proceeding, court order or other legal process, or to otherwise enforce or protect BAG’s rights under applicable law, including, without limitation, BAG’s intellectual property rights. In this situation we will use reasonable efforts to provide notice of this disclosure to all affected users, to the extent reasonably possible under the circumstances.
8.4. Communication with Users. BAG may send You a welcoming e-mail to verify password and username. You may occasionally also receive periodic e-mail alerts, if you have elected to receive such notices. BAG may communicate with You to provide requested services, and with regard to issues relating to Your account, we will reply via e-mail, in accordance with Your wishes. On occasion it may be necessary to send out service related announcements. These communications are not promotional in nature.
8.6. Access, Review, Update. If you would like to review, delete/deactivate or update the personal information that was previously provided to us, You may contact us at email@example.com.
8.7. Other Web Website; Links. Certain of the web Website of BAG’s affiliates and other third-party web Website may be accessible through the Website. These third party web Website have their own privacy and data collection policies and practices. If You access a third-party Website from the Website, then You do so at your own risk. BAG is not responsible for any actions or privacy policies of such third parties. You should check the applicable privacy policies of those third parties when providing personally identifiable information through linked web Website.
8.8. Consent to the Use of Third Party Providers. BAG may contract with third parties to provide various services to BAG relating to the Website on an outsourced basis rather than performing the services itself. By visiting the Website, You consent to BAG providing both Your personal and non-personal information to these third party providers for the purpose of enabling the third party provider to provide these services to BAG. In addition, You consent to the collection, maintenance, and processing of Your personal and non-personal information by BAG and these third party providers.
8.9. Security. We will use reasonable security measures on the Website to protect the loss, misuse and alteration of the information under our control. While there is no such thing as “perfect security” on the Internet, we will take all reasonable steps to insure the safety of Your personal information.
8.10. Transfer of Information. If BAG elects, in its reasonable discretion, to transfer ownership or control of the Website to a third party, whether or not in the context of an acquisition of BAG or a merger of BAG with a third party, You consent to the transfer of your personally identifiable information and non-personally identifiable information by BAG to that third party, provided that all use of your information by that third party remains subject to the terms of this Section 8.
9. NOTICES. Except as expressly stated otherwise, any notices required or allowed under this Agreement will be given to BAG by postal mail to the address for BAG listed on the Website. If applicable law requires that BAG accepts e-mail notices (but not otherwise), then You may send BAG an e-mail notice by emailing BAG at firstname.lastname@example.org. With respect to BAG’s notices to You, BAG may provide notice of amendments to this Agreement by posting them on the Website and You agree to check for changes. In addition, or in lieu thereof, BAG may give notice by sending e-mail to the e-mail address You provide during registration for the Website. Notice shall be deemed given 24 hours after it is posted or an e-mail is sent, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
10. GENERAL TERMS.
10.1. Assignment. You may not assign, delegate or transfer this Agreement or any of Your rights hereunder by operation of law or otherwise, and any attempt to do so will be null and void.
10.2. Integration. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement. This Agreement may not be modified except upon mutual written agreement of both parties. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
10.3. Severability. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
10.4. Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Nevada, without giving effect to any conflict of laws principles. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You hereby irrevocably and unconditionally consent to the jurisdiction and venue in the state and federal courts sitting in San Francisco, CA (USA). In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party.