THIS WEB PAGE IS A LEGAL DOCUMENT ("AGREEMENT") BETWEEN YOU ("THE SUBSCRIBER") AND PET OF MINE.COM. THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE [PET OF MINE.COM] WEB SITE. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING AND USING THE [PET OF MINE.COM] WEB SITE. BY USING AND ACCESSING THE [PET OF MINE.COM] WEB SITE YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS AND USE THE [PET OF MINE.COM] WEB SITE. PET OF MINE.COM MAY REVISE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE BY UPDATING THIS AGREEMENT. YOU SHOULD VISIT THIS WEB PAGE PERIODICALLY TO REVIEW THE AGREEMENT.
These Terms and Conditions (“Agreement”) are made as of the Effective Date by and between [Name of Corporation], a [State of Incorporation of Corporation] corporation with offices located at [Address of Corporation], (“Corporation”) and the Subscriber, as defined hereunder.
WHEREAS, Pet of Mine has developed and owns that certain Pet of Mine.com (as defined hereinafter) for use and access by Subscriber via the Internet; and
WHEREAS, Subscriber desires to access and use the Pet of Mine.com in accordance with the terms and provisions of this Agreement;
NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, Subscriber and Pet of Mine.com hereby agree as follows:
Section 1.01 -- Recitals: The above recitals and identification of parties are true and correct.
Section 1.02 -- Definitions: The following definitions shall apply:
Section 2.01 -- Access: Pet of Mine hereby grants Subscriber a non-exclusive, non-transferable and revocable license to access the website Pet of Mine.com, during the Term, solely for viewing, browsing, retrieving, uploading and posting information, and ordering products on or through Pet of Mine.com, subject to the terms and provisions of this Agreement. Subscriber agrees not to post any content that is demeaning, abusive, obscene, threatening, pornographic, unlawful, racially offensive, or any other content not in line with the family-friendly theme of Pet of Mine.com.
Section 2.02 -- Policy Statement: During the Term, Subscriber shall comply with the Policy Statement. Pet of Mine may modify the Policy Statement from time to time at the exclusive discretion of Pet of Mine.
Section 2.03 -- Password: Subscriber hereby accepts responsibility for, and shall be liable for, all access to the [Pet of Mine.com] in connection with the Password. Subscriber shall be responsible for the confidentiality of the Password. Modification of the Password shall be subject to the approval of Pet of Mine.
Section 2.04 -- Unauthorized Access: Subscriber shall prevent Unauthorized Users from accessing Pet of Mine.com. Subscriber shall prevent Unauthorized Access to Pet of Mine.com.
Section 2.05 -- Cancellation: Pet of Mine may cancel the Password, for convenience and in the exclusive discretion of Pet of Mine, upon providing written notice of such cancellation to Subscriber in accordance with Section 5.06 of this Agreement. Subscriber may cancel the Password, for convenience and in the exclusive discretion of Subscriber, upon providing written notice of such cancellation to Subscriber in accordance with Section 5.07 of this Agreement. Upon cancellation of the Password, Subscriber shall immediately cease and desist any and all access to and attempts to access Pet of Mine.com.
Section 3.01 -- Ownership and Title: Title to Pet of Mine.com (excluding Licensed Content), including ownership rights to any and all patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of Pet of Mine.
Section 3.02 -- Unauthorized Use: Subscriber shall not copy or download the website Pet of Mine.com. Subscriber shall not access, modify, reverse engineer, reproduce, display, perform or distribute, including (without limitation) by framing or similar means, the website Pet of Mine.com.
Section 3.03 -- Trademarks: Pet of Mine shall retain all rights, title and ownership interests in the Corporation Marks and goodwill associated therewith. Subscriber acknowledges that, excepting the Corporation Marks, all other product, service and company names mentioned in Pet of Mine.com may be trademarks of their respective owners.
Section 3.04 -- Proprietary Information: Subscriber shall hold Corporation Technology in strict confidence and shall not access or disclose Corporation Technology except as otherwise permitted under this Agreement. Subscriber hereby acknowledges and agrees that the Corporation Technology derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts under the circumstances to maintain its secrecy; and is a trade secret as defined under the Restatements.
Section 3.05 -- No Contest: Subscriber shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of Pet of Mine in connection with the website Pet of Mine.com.
Section 3.06 -- Subscriber Submissions: Any Technology (except the Password and ordering information) uploaded, posted or submitted by Subscriber on the website Pet of Mine.com shall be deemed non-confidential. Subscriber hereby grants Pet of Mine an irrevocable, worldwide, perpetual, nonexclusive license to access, use, reproduce, modify, adapt, release, perform, display, distribute, sell and disclose such Technology, in whole or in part, in any manner and for any purpose whatsoever, and to have and authorize others to do so. Subscriber represents and warrants that Subscriber possesses all necessary rights, title and interests to rightfully grant Pet of Mine the foregoing license, free and clear of any encumbrances, third party interests and restrictions. Subscriber also represents and warrants that all information provided by Subscriber in connection with the [Pet of Mine.com] and this Agreement is true, complete and accurate.
Section 4.01 -- Express Warranties: Subscriber hereby acknowledges and agrees that Pet of Mine (including officers, employees, agents, directors and independent contractors of Pet of Mine has not made or granted to Subscriber any express warranties concerning the website Pet of Mine.com or any products and services offered through Pet of Mine.com. Subscriber hereby acknowledges that Pet of Mine.com does not constitute grant of an express warranty concerning any products and services offered through Pet of Mine.com and Subscriber hereby waives any and all claims of warranty based on Pet of Mine.com.
SECTION 4.02 -- WARRANTY LIMITATION: PET OF MINE.COM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. PET OF MINE, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND SUBSCRIBER HEREBY WAIVES ALL WARRANTIES BY PET OF MINE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH PET OF MINE.COM AND PRODUCTS AND SERVICES OFFERED THROUGH PET OF MINE.COM. PET OF MINE DOES NOT WARRANT AND SUBSCRIBER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO PET OF MINE.COM BY SUBSCRIBER WILL BE UNINTERRUPTED OR ERROR FREE. PET OF MINE DOES NOT MAKE ANY WARRANTY AND SUBSCRIBER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF PET OF MINE.COM OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF PET OF MINE.COM. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND PET OF MINE.COM SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF SUBSCRIBER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND PET OF MINE.COM.
Section 4.03 -- Inaccuracies: Subscriber hereby acknowledges that Pet of Mine.com may contain errors, inaccuracies and omissions. Subscriber shall assume any and all risk of loss, harm or damage associated with Subscriber access to and use of Pet of Mine.com.
Section 4.04 -- Limitation of Liability: pET OF mINE shall not be liable for any lost profits or consequential, exemplary, incidental or punitive damages (including, without limitation, in connection with (i) use, performance or operation of Pet of Mine.com; (ii) use, performance or operation of the Internet or use of the Internet by Subscriber; (iii) loss of data; AND (IV) PRODUCTS AND SERVICES OFFERED THROUGH THE PET OF MINE.COM), regardless of the form of action, whether in contract or in tort, including negligence, AND regardless of whether pet of mine has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable.
Section 4.05 -- Limitation of Damages: the sole remedy of subscriber for any reason and for any cause of action whatsoever in connection with this agreement, PET of Mine.com, and products and services offered through Pet of Mine.com, regardless of the form of action, whether in contract or in tort, including negligence, shall be modification of Pet of Mine.com, as determined by Pet of mine.
Section 4.06 -- Indemnification: Subscriber shall release, defend, indemnify and hold harmless Pet of Mine (including its officers, directors, employees, affiliates, contractors and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) use by Subscriber of the Internet, Pet of Mine.com or products or services offered through Pet of Mine.com (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of Pet of Mine.com; (iii) Subscriber’s negligence or any tortuous acts (or failures to act) of Subscriber; (iv) products or services offered through Pet of Mine.com; and (v) any breach by Subscriber of the obligations of Subscriber under this Agreement.
Section 4.07 -- Export Assurance: Subscriber shall not perform any act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. §2401, et seq., the Export Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export Control Act, 22 U.S.C. §2751, and the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, as amended.
Section 4.08 -- Links: Subscriber hereby acknowledges that Pet of Mine.com may contain Links to third party Web Sites. Any such Links are provided solely as a convenience to Subscriber and do not constitute an endorsement by Pet of Mine of such Web Sites and the third party content therein.
Section 5.01 -- Entire Agreement: This Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes all previous verbal and written agreements between Pet of Mine and Subscriber relating to the subject matter hereof.
Section 5.02 -- Amendments and Modifications: Excepting modifications made to the Policy Statement by Pet of Mine and modifications made to this Agreement by Pet of Mine, any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of Pet of Mine.
Section 5.03 -- Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.
Section 5.04 -- Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.
Section 5.05 -- Governing Law: This Agreement shall be governed by the laws of the state of Massachusetts, without regard to any rules of conflict or choice of laws which may require the application of laws of another state.
Section 5.06 -- Subscriber Notice: All notices to Subscriber shall be in writing. Notices to Subscriber shall be deemed delivered when posted conspicuously on Pet of Mine.com or when delivered to Subscriber electronically, by commercial overnight delivery service, by Certified or Registered Mail - Return Receipt Requested - or by hand. Notices to Subscriber shall be deemed given when dispatched. Notices posted conspicuously on Pet of Mine.com or delivered to Subscriber electronically (including, without limitation, electronic mail) shall be deemed written notices.
Section 5.07 -- Corporation Notice: All notices to Pet of Mine shall be in writing. Notices to Pet of Mine shall be deemed delivered when delivered by commercial overnight delivery service, Certified or Registered Mail - Return Receipt Requested - or by hand to the address set forth below for Pet of Mine. Notices to Pet of Mine shall be deemed given on the date notice is received by Pet of Mine (as evidenced in the case of Certified or Registered Mail by Return Receipt).
Corporation Address
[Pet of Mine.com], Inc.
Section 5.08 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, singular or plural as the context shall require.
Section 5.09 -- Remedies: All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to Pet of Mine. In addition to remedies at law and other rights which may be available, Pet of Mine shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by Subscriber.
Section 5.10 -- Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.
Section 5.11 -- Survival: The terms and provisions of Sections 2.04 and 2.05 and Articles I, III, IV and V of this Agreement shall survive cancellation of the Password.
Section 5.12 -- Public Announcements: All public announcements concerning Pet of Mine.com or the relationship of Subscriber and Pet of Mine shall be subject to the prior written approval of Pet of Mine.
Section 5.13 -- Litigation Expense: In the event of litigation or arbitration arising out of or relating to this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).