User Agreement
PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE USING THE NATIONALMEMO.COM WEBSITE (THE "WEBSITE") OR ANY SERVICES AVAILABLE THROUGH THE WEBSITE (THE “SERVICES”). THIS USER AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES. THE WEBSITE AND THE SERVICES ARE AVAILABLE FOR YOUR USE ONLY ON THE CONDITION THAT YOU AGREE TO THIS USER AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT, DO NOT ACCESS OR USE THE WEBSITE OR ANY SERVICES AVAILABLE THROUGH THE WEBSITE. BY ACCESSING OR USING THE WEBSITE OR ITS SERVICES, YOU AND THE ENTITY YOU ARE AUTHORIZED TO REPRESENT ("YOU" OR "YOUR") SIGNIFY YOUR AGREEMENT TO BE BOUND BY THIS USER AGREEMENT. References in THIS USER AGREEMENT to “EHM” or “we”, “us”, or “our” refer to Eastern Harbor Media LLC.
1. Modification to the User Agreement. EHM furnishes the Website and the Services for your personal enjoyment and entertainment. By visiting the Website (whether or not you are a registered member) or using the Services, you accept and agree to be bound by this User Agreement, as may be modified from time to time. The then-current version of this User Agreement is referred to herein as the "Agreement". EHM may modify this Agreement at any time, and each such modification will be effective upon posting on the Website. All modifications will apply prospectively only. Your continued use of the Website or the Services following any such modification constitutes your acceptance and agreement to be bound by the Agreement as so modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement, you must discontinue use of the Website and the Services immediately. You may receive a copy of this Agreement by emailing us at: Elizabeth@easternharbormedia.com.
In addition to complying with the terms and conditions set forth in this Agreement, you are obligated under this Agreement to comply with all applicable laws, rules and regulations (“Applicable Law”). Your breach of an Applicable Law shall constitute a breach of this Agreement.
2. Privacy Policy. All information received from you in connection with your use of the Website and Services will be used in accordance with our Privacy Policy, which is incorporated into this Agreement by this reference. Your information may be stored and processed in the United States or any other country where EHM has facilities, and by using the Website or the Services, you consent to the transfer of information outside of your country.
3. Termination. This Agreement remains in full force and effect while you access the Website and use the Services, and remains in effect until this Agreement is terminated as provided herein. As noted above, the Website and our Services are provided solely for your personal enjoyment and entertainment. We may discontinue or suspend the Website and/or the Services at any time and you should not rely on their continued availability. Accordingly, you agree that EHM, in its sole discretion, may terminate or suspend your use of the Website and Services at any time and may terminate this Agreement at any time for any or no reason in its sole discretion, even if access and use continues to be allowed to others. If we notify you that this Agreement has been terminated or that your right to use or access the Website or Services has been terminated or suspended, then upon such notice, you must immediately (a) discontinue use of the Website and Services, and (b) destroy any copies you have made of any portion of the Content. Accessing the Website or using the Services after notice of such termination, suspension or discontinuation shall constitute an act of trespass. Further, you agree that EHM shall not be liable to you or any third party for any termination or suspension of your access to the Website or the Services. You agree that your account is non-transferable and any rights to your account terminate upon your death.
You may terminate any Services you elect to receive at any time. If you desire to terminate this Agreement or otherwise stop receiving Services (including emails) from us, you must notify us by writing to editors@nationalmemo.com
We may change or modify the Website and the Services, including how they are made available to you, at any time with or without notice. We may also decide, at any time, to begin charging fees to access the Website and/or to use the Services. We will not start charging you fees, other than for unauthorized uses of the Website or Services (including the Content), until you have completed the applicable registration process.
4. Registration. On registration for any of our Services, you must provide EHM with accurate and complete registration information and it is your responsibility to update and maintain changes to that information on the applicable EHM website registration pages. EHM is entitled to rely on any information you provide to us. Each registration is for a single user only. You agree to notify us promptly if you change your email address or other contact information so we can continue to contact you and send any notices required hereunder. If you fail to notify us promptly of a change, then any notice we send to your old contact information shall be deemed sufficient notice. You agree not to use the account or email address of another user of our Website or Services at any time. The Website and Services are not intended for children, and children under the age of 13 are not authorized to post messages or participate in any “Forums” (as defined below) on the Website.
5. Fees. There is no fee for your use or access to our Website or Services, provided that you use the Website and Services strictly as permitted by this Agreement. We reserve the right to charge for use or access to our Website or Services in the future. If we decide to charge for our Website or Services, including any change in the amount of such fees, we will notify you in advance and provide a way to cancel your account or subscription in the event you do not wish to pay the new or modified fee. If you continue to use the Website or Services after the subscription fees have been increased, you are expressly agreeing to the increased subscription fees and you will be responsible for paying such subscription fees for the remainder of your subscription. If you use our Website or Services in a manner that exceeds the license or restrictions in this Agreement, we may charge you for such use without providing advance notice.
6. Purchasing Products or Services Advertised on the Website. We may include on the Website or with our Services advertisements for third party products and services. We do not endorse any third party’s products or services advertised or made available through the Website or our Services and we make no representations or warranties to you regarding the quality of such products or services. If you purchase any such third party’s products or services (“Third Party Products”), you acknowledge that such purchase is with the third party (the “Processor”) and that we have no responsibility to you regarding the transaction or the purchased Third Party Products. You further acknowledge that you may be required to provide personal information, including credit card and billing information ("Personal Financial Information”) to the Processor. Your purchases with the Processor, including any information you share with the Processor, shall be governed by the terms of use/service and privacy policy(ies) of the Processor. EHM makes no representations or warranties with regard to the Processor’s products or services, and accepts no liability for any loss or damages whatsoever, relating to or in connection with your placement of an order for Third Party Products with the Processor. You are solely responsible for any and all transactions with Processors, including their utilization of your Personal Financial Information. You acknowledge and agree that in the event a Processor experiences a data breach that affects your Personal Financial Information, EHM will in no way be responsible or liable to you for any such breach. If you have any questions regarding your transactions or believe that there is an error or unauthorized transaction or activity associated with transactions utilizing your Personal Financial Information, you must contact the Processor.
7. EHM Content. The Website and our Services contain information, graphics, text, files, images, video, audio, musical works, works of authorship, scripts, applications, software and other materials (collectively, “Content”) of EHM and it licensors ("EHM Content"). EHM Content is protected by copyright, trademark, patent, trade secret and other laws. As between you and EHM, EHM owns and retains all rights, title, and interest, including intellectual property rights, in and to the EHM Content.
Subject to the terms and conditions of this Agreement, EHM hereby grants you a limited, nonexclusive, revocable, nonsublicensable, nontransferable, license to use and access the EHM Content solely for your personal, non-commercial use in connection with viewing the Website and receiving the Services and only while this Agreement remains in effect. The Website and Services may also contain Content provided by other users of the Website and Services. Except as expressly provided in this Agreement, you may not modify, copy, distribute, reproduce, translate, publish, perform, display, or sell any Content appearing on or through the Website or provided through the Services. You may, however, keep one copy of the EHM Content if we send a copy of the EHM Content to you as a part of a Service (e.g., an email we send to you with Content). You may also redistribute emails you receive from us as a part of the Services to your friends and colleagues provided that you forward the emails in their entirety as you receive them from us and without any changes or modifications. You may not, however, download, copy or retain a copy of any Content from the Website. In no event may you use the EHM Content for any commercial purpose. All licenses to you under this Agreement shall immediately terminate effective upon the termination of this Agreement.
You may not either directly or through the use of any device, software, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, watermark, device, or other content protection or access control measure associated with the Content. Furthermore, you may not create, recreate, distribute or advertise an index of any portion of the Content unless you receive prior written authorization from EHM. Requests for permission to reproduce or distribute materials found on the Website or made available through the Services can be made by contacting EHM in writing at the 234 10th Avenue # 20622 New York, NY 10011.
8. Your Use of the Services. The Website and Services are offered for your personal use only and may not be used for any commercial purposes. You understand that you are responsible for all Content that you post, upload, transmit, email or otherwise make available on, through or in connection with the Website or the Services (collectively, “Your Content”). Accordingly, please choose carefully the information that you post on, through or in connection with the Website and Services. You understand that EHM does not control the Content posted by users via the Website and Services and, as such, you understand you may be exposed to offensive, indecent, inaccurate or otherwise objectionable Content. EHM assumes no responsibility or liability for this type of Content. If you become aware of misuse of the Services, please report this immediately to EHM by emailing editors@nationalmemo.com. EHM assumes no responsibility for monitoring the Content posted by other users on the Website or via the Services for inappropriate Content or conduct. If at any time, EHM chooses in its sole discretion to monitor the Website or use of the Services, EHM nonetheless assumes no responsibility for Content other than EHM Content, assumes no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of any user. By way of example, and without limitation, you agree not to use the Website or the Services to, and you will not:
(a) With the exception of accessing RSS feeds, use any robot, spider, scraper or other automated means to access the Website or Services for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Website or Services or any activities conducted on the Website; or (iii) bypass any measures we may use to prevent or restrict access to the Website or Services. You further agree not to use any technology or any automated system such as scripts or bots in order to collect usernames, passwords, email addresses or other data from the Website or the Services, or to circumvent or modify any security technology or software that is part of the Website or Services;
(b) Post, upload or otherwise transmit or link to Content that is: unlawful; profane; threatening; harmful; abusive; pornographic or includes nudity; offensive; harassing; excessively violent; tortuous; defamatory; invasive or infringing of another’s privacy, publicity, copyright, trademark, patent, trade secret, contract or other rights; false or misleading; obscene; vulgar; libelous; hateful; discriminatory; homophobic; or religiously intolerant;
(c) Post or transmit any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Website or Services;
(d) Harm minors in any way;
(e) "Stalk" or otherwise harass another;
(f) Impersonate any person or entity, including, but not limited to, an EHM official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(g) Create or submit unwanted email (“Spam”) to any other user of the Website or Services;
(h) Submit stories or comments linking to multi-level marketing schemes;
(i) Introduce or engage in activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of or access to a computer or a computer network;
(j) Interfere with, damage, disable, disrupt, impair, create an undue burden on, or gain unauthorized access to the Services, including EHM’s servers, networks or accounts;
(k) Solicit, collect or request any personal information for commercial or unlawful purposes;
(l) Post, upload or otherwise transmit an image or video of another person without that person’s consent;
(m) Use the Website or Services to advertise or promote competing services; or
(n) Attempt, facilitate or encourage others to do any of the foregoing.
EHM reserves the right, but disclaims any obligation or responsibility, to remove Content that violates this Agreement, as determined by EHM in its sole discretion. You acknowledge that EHM reserves the right to investigate and take appropriate legal action against anyone who, in EHM’s sole discretion, violates this Agreement, including, but not limited to, terminating their right to access the Website or Services and/or reporting such Content, conduct, or activity to law enforcement authorities.
You acknowledge, consent and agree that EHM may access, preserve or disclose information you provide to the Website, including Your Content, when EHM has a reasonable belief that such access, preservation or disclosure is necessary in order to: (i) protect or defend the legal rights or property of EHM, our parents, subsidiaries or affiliates (“Affiliated Companies”), or their employees, agents and contractors (including enforcement of our agreements); (ii) protect the safety and security of users of the Website or Services or members of the public including acting in urgent circumstances; (iii) protect against fraud or for risk management purposes; or (iv) comply with the law or legal process.
9. Message Boards and Public Forums. The Website offers users the ability to post public messages on message boards and forums (“Forums”), which may be open to the public generally, to all members of the Website, or to a select group of members to a specific Forum group. You acknowledge that messages posted on such Forums are public, and EHM cannot guarantee the security of any information you disclose through any Forum; you make such disclosures at your own risk. EHM is not responsible for the content or accuracy of any information posted on a Forum. EHM reserves the right, but disclaims any obligation or responsibility, to prevent you from posting Your Content to any Forum and to restrict or remove your Your Content from a Forum for any reason at any time.
10. Your Proprietary Rights. By posting or submitting Your Content on, through or in connection with the Website or Services, you hereby grant to EHM, our Affiliated Companies, agents, third party contractors, licensees and users, a perpetual, irrevocable, non-exclusive, fully-paid and royalty-free, sublicensable, transferable (in whole or in part), worldwide license to use, modify, copy, adapt, publish, create derivative works and/or compilations based upon, publicly perform, publicly display, reproduce, and distribute such Your Content on, through or in connection with the Website or Services, or in connection with any distribution or through any other media formats now known or hereafter devised, for any and all purposes including, but not limited to, promotional, marketing, trade or commercial purposes. Any exercise of the license granted in the preceding sentence shall not require any further notice to you and shall be without the requirement of any permission from or payment to you or to any other person or entity.
You shall be solely responsible for your Your Content and the consequences of posting or publishing such Your Content. In connection with each of your submissions, you affirm, represent, and/or warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to grant the licenses granted in this Agreement, including such rights required so as not to infringe any third party’s rights in patents, trademarks, trade secrets, copyrights and other proprietary rights in or relating to Your Content; and (b) you have the written consent, release, and/or permission of each and every identifiable individual person in such submitted Your Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of such submitted Your Content in the manner contemplated by this Agreement. We reserve the right to remove or not publish your submitted Your Content without prior notice.
11. Intellectual Property Infringement. If you believe that any Content we post or provide on or in connection with the Website or the Services infringes your copyrights, please send us a notification of your claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on our Website or our Services (such as the URL(s) of the claimed infringing material); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you that the above information in your notification is accurate and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner's behalf; and (f) your physical or electronic signature. You may contact us as follows: Eastern Harbor Media [address]; Facsimile: [#]; Phone: [#]; Attn: [PERSON]. We can also be reached by email at [email address].
12. Third Party Links and Services. The Website and Services may provide, or third parties may provide, links to other websites, applications, resources or other services created by third parties (collectively, “Third Party Services”). When you access Third Party Services or Content made available through such Third Party Services, you do so at your own risk. You acknowledge and agree that EHM is not responsible for the availability of such Third Party Services, and does not endorse and is not responsible or liable for any Content on or available from such Third Party Services. You further acknowledge and agree that EHM shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content available on or through any such Third Party Services.
13. Member Disputes. You are solely responsible for your interactions with other EHM users, providers of Third Party Services or any other parties with whom you interact on, through or in connection with the Website or Services. EHM reserves the right, but has no obligation, to become involved in any way with these disputes.
14. DISCLAIMERS. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EHM DOES NOT WARRANT THAT THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE NEWS, INFORMATION OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE OR THE SERVICES. EHM DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE WEBSITE OR SERVICES OR ANY INFORMATION OR CONTENT THAT IS AVAILABLE THROUGH THE WEBSITE OR SERVICES. EHM DOES NOT MAKE ANY REPRESENTATIONS, NOR DOES EHM ENDORSE THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED OR DISTRIBUTED ON THE WEBSITE OR THE SERVICES OR AVAILABLE THROUGH LINKS ON THE WEBSITE. EHM RESERVES THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS ON THE WEBSITE OR PROVIDED THROUGH THE SERVICES. ALTHOUGH EHM INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER DESTRUCTIVE MATERIALS TO THE WEBSITE OR THROUGH THE SERVICE, EHM DOES NOT GUARANTEE OR WARRANT THAT THE WEBSITE, THE SERVICES, OR CONTENT THAT MAY BE DOWNLOADED OR OBTAINED FROM OR IN CONNECTION WITH THE WEBSITE OR SERVICES DOES NOT CONTAIN SUCH DESTRUCTIVE FEATURES. EHM IS NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES. IF YOU RELY ON THE WEBSITE, THE SERVICES OR ANY CONTENT AVAILABLE THROUGH OUR WEBSITE OR SERVICES, YOU DO SO SOLELY AT YOUR OWN RISK.
OUR WEBSITE AND SERVICES MAY CONTAIN VARIOUS COMBINATIONS OF CONTENT CREATED BY EHM OR BY THIRD-PARTIES. DUE TO THE NUMBER OF SOURCES FROM WHICH CONTENT ON THE WEBSITE OR SERVICES IS OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES IN SUCH CONTENT. ACCORDINGLY, SUCH CONTENT IS FOR YOUR REFERENCE ONLY AND SHOULD NOT BE RELIED UPON BY YOU FOR ANY PURPOSE. INFORMATION CREATED BY THIRD PARTIES THAT YOU MAY ACCESS ON THE WEBSITE, THROUGH THE SERVICES OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY US AND REMAINS THE RESPONSIBILITY OF SUCH THIRD PARTIES.
15. LIMITATION ON LIABILITY. EHM AND ITS AFFILIATED COMPANIES, AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (COLLECTIVELY, "THE EHM PARTIES") WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE EHM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE EHM PARTIES’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO EHM FOR USE OF AND ACCESS TO THE WEBSITE OR SERVICES DURING THE TERM OF YOUR USE OF THE WEBSITE AND SERVICES. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE EHM PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
16. Disputes. You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of New York, United States of America, applicable to contracts made entirely within New York and wholly performed in New York, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate federal or state court located in New York. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
17. Indemnity. You agree to indemnify and hold harmless the EHM Parties from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys' fees) arising out of or in connection with any third party claim, action, suit or proceeding, that is based on, arises in connection with or is related to (a) your use of the Website or the Services, (b) your breach of this Agreement, or (c) Your Content. EHM reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Agreement. In such event, you shall provide us with such cooperation as is reasonably requested by us.
18. Miscellaneous. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. No third party is a beneficiary of this Agreement. EHM may assign its rights and obligations under this Agreement to any third party. We may also use third parties to assist us in the provision of the Website or Services under this Agreement. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. The failure of EHM to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The Section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement, including any documents, policies or other agreements referenced herein, constitutes the entire and exclusive agreement between EHM and you regarding your use of the Website and Services, and merges and supersedes any and all prior discussions, representations, demonstrations, correspondence, offers, writings, and other communications and agreements that may relate to the Website and Services.