Terms and Conditions of Use
Last modified: June 10, 2020
Conditions of Use (this “Agreement”) are entered into between
you and Recite, LLC and its Affiliates (defined below), parents, and subsidiaries (the “Company”, “we”,
This Agreement governs your relationship with the Company and your use
of and access to all services and products provided, including any content, functionality, and services offered
on or through, the Company’s website of WWW.RECITE.IO (the
“Website”, and the foregoing services collectively, the
“Services”). You agree that by accessing or using any part of
the Services, whether as a trial user or paid subscriber, you are bound by the terms of this Agreement and the
information the Company may otherwise receive regarding you. By accessing or using the Services, you further
transfer of your information to other countries for storage, processing and use. If you
do not want to agree to the Terms, you acknowledge you must not, and agree not to, and hereby cannot, access or
use the Services. By accessing, using or uploading or downloading any
information or materials to or from the Services, or by indicating your assent to these Terms by creating an
account, clicking “sign up”, “register”, “join”, “subscribe”, or
any similar mechanism, you are agreeing to these Terms. If you do not agree to these Terms, do not access or use
- Important Notices.
- Notice Regarding Dispute Resolution: These Terms contain provisions that govern how
disputes between you and the Company are resolved, including an agreement to arbitrate, which will, unless you
reside in the European Union, with limited exception, require you to submit claims you have against us to
binding and final arbitration and limit you to claims against the Company on an individual basis, unless you
opt-out in accordance with the instructions below.
- If you access or use the Services on behalf of a company or other entity, you represent that
you have authority to bind such entity and its Affiliates to these Terms and that it is fully binding on them.
In such case, the term “you” will refer to such entity and its Affiliates. If you do not have
authority, you may not access or use the Services. These Terms contain disclaimers of warranties and limitations
on liability that may be applicable to you.
- Definitions. For purposes of this Agreement, “Affiliate” shall mean, as to any individual, corporation, partnership, limited
liability company, association, trust, joint venture, unincorporated entity, governmental authority or any
agency or department thereof, or any other entity of any kind (each a “Person”), any other Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or under common control with such Person. As used in this
definition, “control” (including, with correlative
meanings, “controlled by” and “under common control with”) shall mean possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies (whether
through ownership of securities or partnership or other ownership interests, by contract or otherwise).
- Requirements for Use. You may not use the Services unless
all the following apply to you, and you represent and warrant
that you meet all of the following requirements:
- You are an adult over the age of eighteen (18) years old with the ability to
legally bind yourself to these Terms;
- You are legally allowed to use the Services where you live and anywhere you access
- You are not using the Services or accepting these Terms on behalf of any other
entity, such as a company or organization, unless you have authority to bind that entity to these Terms;
- You have not been banned, suspended, or otherwise restricted by the Company, from
using the Services.
- Updates. The Company may modify this Agreement, any of these Terms, or
any additional terms that apply in part or in whole to the Services to, for example, reflect changes to the law
or changes to the Company’s Services. You should look at these Terms regularly. The Company
will post notice of modifications to these Terms on the applicable web pages. The Company will post notice of
modified additional Terms in the applicable Service as soon as is reasonably possible and will attempt to notify
you through other means at the addresses provided to the Company. Changes will not apply
retroactively and will become effective no sooner than fourteen days after they are posted. However, changes
addressing new functions for the Services or changes made for legal reasons will be effective
immediately. Your continued use of the Services following the posting of revised Terms
means that you accept and agree to the changes. If you do not agree to the modified Terms for the Services, you
should and must discontinue your use of the Services immediately. If there is a conflict between these Terms and
any additional or subsequent terms, the additional or subsequent terms will control for that conflict. These
Terms control the relationship between the Company and you. They do not create any third-party beneficiary
rights. Your failure to comply with these Terms, and the Company’s failure to take immediate action will
not be construed as a waiver of any rights the Company may have. If it turns out that a particular term or
provision in these Terms is not enforceable, this will not affect any other term or provision. Except for the
statements in this document and the documents expressly incorporated herein by reference, no statement by the
Company or anyone associated with the Company, whether verbal or written, can modify or supplement these Terms
unless the modification or supplement is stated expressly in writing by referring to this Agreement.
- Payment and Fees.
- Payment. To pay any fee or subscription, you must designate and provide
information about your preferred payment method (e.g., credit card, online payment service, a third party (such
as Stripe), or any other payment method made available by the Company) (the “Payment Method”). If you provide your payment information, you authorize our
third-party service providers, payment card networks and payment processors to receive, store and encrypt your
payment information. You may switch to a different Payment Method or update your information by updating your
account settings. If you paid through a third party (such as Stripe), you may change your Payment Method through
the corresponding store account. No refunds or credits will be provided by the Company, other than as set forth
in these Terms. If your payment provider determines that there are fraudulent charges on your account resulting
from use of your Payment Method at the Services, please contact us immediately.
- Fees. In order to make ongoing use of the Services, you will
be required to pay subscription fees. Subscription fees, along with any required taxes, may be paid on a monthly
or annual basis. All subscription fees are payable in advance. Subscribers changing from monthly to annual
subscriptions will have the annual rates take effect at the beginning of the next billing date. If you upgrade
your subscription or add new categories of service to your account, such changes may result in a new billing
date. You agree to pay the subscription fees, and other charges you incur in connection with your account,
whether on a one-time or subscription basis. The Company reserves the right to increase subscription fees, any
associated taxes, or to institute new fees at any time upon reasonable advance notice.
- Auto-Renewal. Subscription fees will be billed automatically
at the start of the monthly or annual period, as applicable. These fees will auto-renew until your subscription
is terminated. Your subscription fee will be the same as your initial charges unless you are otherwise notified
in advance. You may cancel your subscription at any time, as described below.
- Cooling Off. If you reside outside the United States, you may be
entitled to change your mind and receive a full refund within fourteen (14) days (the “Cooling-off Period”), provided that you have not logged in or otherwise
redeemed or started to use the Services as a subscriber during the Cooling-off Period.
- Content Requirements. Any content you post or provide to the Services,
including without limitation any and all Uniform Resource Locators (URLs) and the corresponding information and
data contained on or accessed by such URLs, (the “Content”)
will be considered non-confidential and non-proprietary. By providing any Content, you hereby grant us and our
Affiliates and service providers, and each of their and our respective licensees, successors, and assigns the
right and license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third
parties any such material for any purpose in accordance with your account settings and preferences (if
applicable). You understand and acknowledge that you are responsible for any Content you submit, request, or
contribute, and you, not the Company, have full responsibility for such Content, including its legality,
reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content
or accuracy of any Content posted by you or any other user of the Website. Any and all Content must satisfy all of the following criteria, and you
affirm, represent, warrant, and covenant that any Content posted, submitted, or otherwise provided by you to the
Services satisfies or will satisfy the following criteria:
- You have the legal right to post the Content to the Services.
- The Content and the purpose for posting it complies with all federal, state and
local laws, rules, and regulations that may apply.
- The Content does not infringe the intellectual property rights of the Company or any
- The Content, when posted or submitted to the Services, will not cause the
infringement of any proprietary or intellectual property rights of any third-party.
- The Content does not include, capture, contain, or elicit non-public personal
private information belonging to someone else, including without limitation another Person’s birthdate,
home address, or telephone number.
- The Content does not contain or capture any material that is illegal, defamatory,
obscene, indecent, abusive, offensive, threatening, harassing, violent, hateful, inflammatory, or otherwise
objectionable or advocating for violence.
- The Content does not promote or capture sexually explicit or pornographic material,
violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or
- The Content does not violate the legal rights (including the rights of publicity and
privacy) of others or contain any material that could give rise to any civil or criminal liability under
applicable laws or regulations or that otherwise may be in conflict with our Terms.
- The Content does not give the impression that it emanates from or is endorsed by us
or any other Person, if this is not the case.
- The Content does not cause annoyance, inconvenience, or needless anxiety or be
likely to upset, embarrass, alarm, or annoy any other Person.
- The Content does not promote any illegal activity, or advocate, promote, or assist
any unlawful or amoral act or conduct.
- The Content does not deceive or impersonate any Person or misrepresent your identity
or affiliation with any Person or organization.
- The Content does not involve commercial activities or sales, including without
limitation contests, sweepstakes, and other sales promotions, barter, or advertising.
- The Content complies with these Terms.
- License. You hereby grant to the Company an irrevocable
worldwide, non-exclusive, royalty-free, sublicensable, perpetual right and license to use, copy, reproduce,
process, create derivatives of, adapt, modify, publish, transmit, display, and distribute any Content posted by
you to the Services solely in connection with your use of the Services. The rights and licenses granted by you
hereunder do not include any moral rights or right of attribution, except that you hereby waive any such moral
rights or rights of attribution with respect to the Company’s licenses and rights to the Content.
- Prohibited Uses. You represent, covenant, warrant,
and agree not to use the Services or assist or encourage any other Person:
- In any way that violates any applicable federal, state, local, or international
law or regulation (including, without limitation, any laws regarding the export of data or software to and from
the US, EU, or other countries).
- To send, solicit, request, upload, download, use, or re-use any material that does not comply
with the Content Requirements set out in Section 6.
- To transmit, or procure the sending of, any advertising or promotional material
without the Company’s prior written consent, including any “junk mail,” “chain
letter,” “spam,” or any other similar solicitation.
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in
any way by exposing them to inappropriate content, asking for personally identifiable information, or
- To impersonate or attempt to impersonate the Company, a Company employee, another
user of the Services, or any other Person (including without limitation, by using email addresses or usernames
associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or
enjoyment of the Services, or which may, as determined in the sole and absolute discretion of the Company, harm
the Company or its users, or expose the Company to liability.
- To attempt to disrupt, degrade, impair or violate the integrity or security of the
Services or the computers, services, accounts, subscriptions, memberships, or networks of any other party or
Person (including, without limitation, “hacking,” “denial of service” attacks, etc.),
including any activity that typically precedes attempts to breach security such as scanning, probing or other
testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that
results in the blacklisting or other blockage of any of the Company’s internet protocol space.
- In any way that may be fraudulent or contain false, deceptive or misleading
statements, claims, or representations (such as “phishing”).
Additionally, you represent, covenant, warrant, and agree not to:
- Modify, copy, frame, mirror, distribute, transmit, display, perform, reproduce,
publish, license, create derivative works from, transfer or sell for any commercial purposes any portion of the
Services, use of the Services or access to Content.
- Permit any third party to access the Services.
- Use the Services in any manner that could disable, overburden, damage, or impair the
Services or interfere with any other party’s use of the Services.
- Use any robot, spider, “offline-reader”, or other automated or
non-automated device, process, or means to access the Services for any purpose, including monitoring or copying
any of the material or content on or available through the Services.
- Access the Services to monitor availability, performance or functionality.
- Use any manual process to monitor or copy any of the material on the Services, or
for any other purpose not expressly authorized in these Terms, without the Company’s prior written
- Use any device, software, or routine that interferes with the proper working or
functionality of the Services.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is
potentially malicious or harmful to the Services, any users of the Services, the Company, or the Company’s
third-party networks, equipment, applications, infrastructure, services, or websites.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts
of the Services.
- Use, copy, modify, create a derivative work of, reverse engineer, decompile or
otherwise attempting to extract the source code of the software underlying the Services or any part thereof,
unless expressly permitted or required by law, and in any case, without providing prior written notice to the
- Attack the Services via a denial-of-service attack or a distributed
- Access the Services for any improper or amoral uses, including without limitation
to: (1) misappropriate, dilute, tarnish, or infringe upon the privacy, intellectual property, publicity or
other personal rights of the Company or any other Person, (2) collect or use information with the intent of
deceiving or making misrepresentations to third parties, or (3) to collect or use information with the
intent of causing adverse action or harm to third parties.
- Record, process, harvest, collect, or mine information about other users of the
- Use the Services for any commercial solicitation purposes.
- Access or copy in bulk, retrieve, harvest, or index any portion of the Services
(“Scrape”) or use, support, or develop any robot,
spider, scripts, or other automated or non-automated device, process, or means (such as crawlers, browser
plug-ins and add-ons, or other technology) to Scrape the Services for any purpose.
- Access the Services or any Content thereon through any technology or means other
than those provided or authorized by the Services.
- Submit to the Services or to the Company any information that may be protected from
disclosure by applicable law.
- Remove any copyright, trademark or other proprietary rights notices contained in or
on the Services.
- Execute any form of network monitoring or running a network analyzer or packet
sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the
Service’s servers or any data not intended for you
- Take any action that imposes, or may impose, at our sole discretion, an unreasonable
or disproportionately large load on our infrastructure.
- Otherwise attempt to interfere with the proper working of
the Website or Services.
- Use the Services in any manner that would constitute any form of infringement or
misappropriation of a copyright, trademark, patent, or any other intellectual property right.
- Assist or encourage any other Person to commit any of the
You are granted a limited, non-exclusive right to create a text hyperlink to the
Services for non-commercial use only, provided such link does not portray the Company or any of its products or
services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking
site does not contain any pornographic, illegal, offensive, harassing or otherwise objectionable material. We
reserve the right to revoke these licenses generally, or your right to use specific links, at any time, with or
You represent and warrant that: (i) you are authorized to create your account, whether
individually or on behalf of an organization; (ii) you own the Content posted by you on or through the Services or
otherwise have the right to grant the rights and licenses set forth in these Terms; (iii) the posting and use of
your Content on or through the Services does not and will not violate, misappropriate or infringe on the rights of
any third party, including, without limitation, privacy and data protection rights, publicity rights, copyrights,
trademark and/or other intellectual property rights; and (iv) you agree to pay for all royalties, fees, and any
other monies owed by reason of Content you post on or through the Services.
IF YOU VIOLATE ANY PART OF THIS SECTION 9, WE MAY
INITIATE AGAINST YOU LEGAL ACTION OR PURSUE ANY REMEDY AVAILABLE IN LAW, EQUITY, OR OTHERWISE, INCLUDING WITHOUT
LIMITATION COMMENCING A CIVIL ACTION AGAINST YOU AND/OR REFERRING YOU FOR STATE AND/OR FEDERAL CRIMINAL
PROSECUTION. WE RESERVE THE RIGHT TO DETERMINE OUR RECOURSE AGAINST YOU ON A CASE-BY-CASE BASIS.
- Intellectual Property; Infringement.
- The Services and Website, their entire contents, features, and functionality
(including, but not limited to, all information, software, text, displays, images, video, and audio, and the
design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such
material and are protected by United States and international copyright, trademark, patent, trade secret, and
other intellectual property or proprietary rights laws. This Agreement permits you to use the Website for your
personal, non-commercial use only. The Company reserves all rights not expressly granted hereunder.
- You must not reproduce, distribute, modify, create derivative works of, publicly
display, publicly perform, republish, or transmit any of the material on our Services or Website, except as
- Your computer may temporarily store copies of such materials in RAM incidental
to your accessing and viewing those materials.
- You may store files that are automatically cached by your web browser for
display enhancement purposes.
- You may print or download copies of a reasonable number of pages of the Website
for your own use and not for further reproduction, publication, or distribution.
- If we provide desktop, mobile, or other applications for download, you may
download a single copy to your computer or mobile device solely for your own use, provided you agree to be bound
by our end user license agreement and any other applicable terms, including without limitation these Terms, for
- If we provide social media features with certain content, you may take such
actions as are enabled by such features.
- You must not and may not:
- Modify copies of any materials from the Services.
- Use any illustrations, photographs, video or audio sequences, or any graphics
separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices
from copies of materials from the Services.
- You must not access or use for any commercial purposes any part of the Website
or any services or materials available through the Website.
- If you wish to make any use of material on the Website other
than that set out in this section, please contact us with your request.
- If you print, copy, modify, download, or otherwise use or provide any other
Person with access to any part of the Website in breach of our Terms, your right to use the Services will stop
immediately and you must, at our option, return or destroy any copies of the materials you have made. Unless
otherwise expressly set forth in this Agreement, no right, title, or interest in or to the Services or any
content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company.
Any use of the Services not expressly permitted by our Terms is a breach of our Terms and may violate copyright,
trademark, and other laws and rights.
- Copyright Infringement; DMCA.
- The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that
material appearing on the internet infringes their rights under U.S. copyright law. The Company also reviews
claims of trademark infringement. If you believe in good faith that materials hosted by the Company infringe
your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be
removed, or access to it blocked. The notice must include the following information: (a) a physical or
electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is
allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed
(or, if multiple copyrighted works or trademarks located on the Services are covered by a single notification, a
representative list of such works); (c) identification of the material that is claimed to be infringing or the
subject of infringing activity, and information reasonably sufficient to allow the Company to locate the
material on the Services; (d) the name, address, telephone number, and e-mail address (if available) of the
complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material
in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and
(f) a statement that the information in the notification is accurate and, under penalty of perjury, that the
complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please be advised that the Company reserves the right to disregard any complaints that do not meet the above
requirements. If the Company determines that the materials alleged to infringe your copyright or trademark
rights do not require removal, the Company may only remove those materials only pursuant to a court order
declaring the content or use of the materials unlawful.
- If you believe in good faith that a notice of copyright infringement has been
wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the
following information: (a) your name, address, and telephone number; (b) the source of the content that was
removed; (c) a statement under penalty of perjury that you have a good-faith belief that the content was removed
in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial
district in which your address is located; or, if your address is outside of the United States, for any judicial
district in which the Company may be found, and that you will accept service of process from the person who
provided the original complaint; and (e) a physical or electronic signature (for example, typing your full
- Notices and counter-notices with respect to the Services must meet the
then-current statutory requirements imposed by the DMCA (see https://copyright.gov/title17/92appb.html) and should be sent to the agent identified below. Consult your legal advisor before filing a
notice or counter-notice. Also, be aware that there may be penalties for false claims under the DMCA.
Agent to Receive Notices of Claimed Infringement:
Attention: Intellectual Property Agent
Re: DMCA Complaint
PO Box 16249,
Golden, CO 80402,
- Trademarks. The Company name, the names of each Website, and
all related names, trademarks, tradenames, logos, product and service names, designs, and slogans are trademarks
of the Company or its Affiliates or licensors (collectively, the “Company
Marks”). You must not, and may not, use any Company Marks without the prior
written permission of the Company or its Affiliates, as may be the case. All other names, trademarks,
tradenames, logos, product and service names, designs, and slogans on this Website are the trademarks of their
respective owners. The Company and its Affiliates hereby reserve all rights not granted herein. Nothing in these
Terms shall be construed to grant any right, title, license, or interest in or to any Company Marks.
- User Requirements; Treatment of Your Data; Access.
- To access the Services or some of the resources it offers, you may be asked to provide
certain registration details or other information. It is a condition of your use of the Services that all the
information you provide us through the Services is correct, current, and complete. You agree that all
information you provide to register with this Website or otherwise, including, but not limited to, through the
use of any interactive features on the Services, is governed by our Privacy
Policy, and you consent to all actions we take with respect to your information consistent with our
- If you choose, or are provided with, a username, password, or any other piece of
information as part of our security procedures, you must treat such information as confidential, and you must
not disclose it to any other Person. You also acknowledge that your account is personal to you and agree not to
provide any other Person with access to this Services or portions of it using your username, password, or other
security information. You agree to notify us immediately of any unauthorized access to or use of your username
or password or any other breach of security. You also agree to ensure that you exit from your account at the end
of each session. You should use a heightened level of caution when accessing your account from a public or
shared computer so that others are not able to view or record your password or other personal
- We have the right to disable any username, password, or other identifier, whether
chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our
opinion, you have violated any provision of these Terms.
- Monitoring; Termination. The Company may, and has the right to, remove
any Content and terminate your access to the Services at
any time and for any reason or no reason in its sole discretion. Any invitation made by the Company to you to
use the Services or submit Content to the Services, or the fact that the Company may receive a benefit from your
use of the Services or provision of Content to the Services, shall not obligate the Company to maintain or
preserve any Content or maintain your access to the Services. The Company will have no liability to you for
removing any Content, for terminating your access to the Services, or for modifying or terminating the Services,
at any time and in any way and for any reason or no reason. The Company is free to remove Content and terminate
your access to the Services without liability even where these Terms have been followed. We cannot review
material before it is posted on the Services and therefore cannot ensure prompt removal of objectionable
material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding
transmissions, communications, or content provided by any user or third party. We have no liability or
responsibility to anyone for performance or nonperformance of the activities described in this section
In addition to the foregoing, the Company has the right to:
- Take any action with respect to any Content that we deem necessary or appropriate in
our sole discretion, including without limitation if we believe that such Content violates any part of these
Terms, infringes any intellectual property right or other right of any Person, threatens the personal safety of
users of the Services or the public, or could create liability for the Company.
- Take appropriate legal action, including without limitation, referral to law
enforcement, for any illegal or unauthorized use of the Services.
- Terminate or suspend your access to all or part of the Services for any or no
reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, the Company has the right to cooperate fully with any law
enforcement authorities or court order requesting or directing us to disclose the identity or other information of
anyone posting any materials on or through the Website. YOU WAIVE, RELEASE, AND HOLD
HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY
ACTION TAKEN BY THE COMPANY OR ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS
BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
- Communications. You agree to receive communications from
the Company, including communications sent by phone, email, text message, smartphone notifications, or other
means of communication. If you provide a phone number or email to the Company, you are required to notify the
Company when you cease to own or control that number or email to help prevent the Company from sending
communications to others who may acquire that number or email. Such notice shall be deemed given when you update
your email or number in your account settings on the Website.
- No Guarantee of Service. We hope to make the Services
available at all times in the future, however, there may be times when we need to disable some or all of
our Website(s) either temporarily or permanently. The Services may be modified, updated, interrupted, suspended,
or discontinued at any time without notice or liability. Keep this in mind as Company will not be liable if all
or any part of the Services is unavailable at any time, for any period of time. Also, from time to time, we may
restrict access to some parts of the Services, or the entire Services, to users, including registered users and
subscribers. We cannot and do not make any representations or warranties with respect to how you access or use
the Services, including without limitation with respect to device compatibility. Furthermore, we reserve the
right to withdraw or amend the Services in our sole discretion without notice.
You are responsible for both:
- Making all arrangements necessary for you to have access to the Website.
- Ensuring that all Persons who access the Website through your internet connection or
devices are aware of these Terms and comply with them.
- Reliance on Information; Accuracy. The information presented on
or through the Services is made available solely for general information purposes. We do not warrant the
accuracy, completeness, or usefulness of this information. Any reliance you place on such information is
strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such
materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
This Website may include content captured from third parties, including materials and content provided by other
websites. All statements and/or opinions expressed in such materials, and all other content, other than the
content provided by the Company, are solely the opinions and the responsibility of the Person providing those
materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or
liable to you or any third party, for the content or accuracy of any materials provided by any third
- Geographic Restrictions. The owner of the Website
is based in the United States of America. The Company provides the Services for use only by Persons located in
the United States. We make no claims or representations that the Services or any content is accessible, legal,
or appropriate outside of the United States. Access to the Services may not be legal by certain Persons or in
certain countries. If you access the Services from outside the United States, you do so on your own initiative
and are responsible for compliance with all local and otherwise applicable laws.
- Disclaimer of Warranties.
- The Services are provided “as is” and at your own risk. The Services come with no
express or implied warranties. You understand that we cannot and do
not guarantee or warrant that files available for downloading from the internet or the Services will be free of
viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to
satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for
maintaining a means external to our site for any reconstruction of any lost data. The Company makes no representation or endorsement about the function
of the Services or any content available through the Services. The Company has no responsibility or liability to
you arising from your use of the Services or for Content provided by you or any other Person, even if such
content is untrue, harmful, damaging, offensive, inappropriate, fraudulent, tortious, unlawful, contrary to
social norms, etc. Although the Company may make efforts to review or monitor content, you agree that you will
not rely on this in your use or accessing the Services. The Company has no responsibility or liability to you
arising from hacking event, data breach, theft, misuse of information, conspiracy, racket, fraud, act of
terrorism, misappropriation of information, technical malfunction, interruption of service, or similar event
that may cause you to suffer damage, loss, or injury, including without limitation any damage to or loss of your
personal property, data, operations, information, reputation, goodwill, profits, etc.
- TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS
OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL
THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE
OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL
POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
- YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS, MEMBERSHIPS,
SUBSCRIPTIONS, OR OTHER PRODUCTS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND
ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR
ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS,
SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING,
NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT,
OR ANY SERVICES OR ITEMS OR PRODUCTS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR
UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION, OR OTHER
MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT THE WEBSITE OR
ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
- TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. YOU FURTHER WAIVE AND HOLD HARMLESS
COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS
AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT
- THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED
UNDER APPLICABLE LAW.
- YOU EXPRESSLY AGREE TO RELEASE THE COMPANY, ITS SUBSIDIARIES, AFFILIATES,
OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS (THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITY IN CONNECTION WITH
YOUR USE OF THE COMPANY’S WEBSITES, MOBILE APPLICATIONS, CONTENT, SERVICES OR PRODUCTS, AND PROMISE AND
COVENANT NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSES ASSOCIATED WITH
SUCH USE. YOU ALSO AGREE THAT IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED
WITH (1) YOUR USE OR MISUSE OF THE SERVICES, (2) YOUR USE OR MISUSE OF THE SERVICES CREATED OR LICENSED BY THE
COMPANY, (3) YOUR DEALINGS WITH THIRD-PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICES, (4)
ANY DELAY OR INABILITY TO USE THE SERVICES EXPERIENCED BY YOU, OR (5) ANY INFORMATION, SOFTWARE, PRODUCTS,
SERVICES OR CONTENT OBTAINED THROUGH THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE, EVEN IF THE COMPANY OR ITS AFFILIATES HAVE BEEN
ADVISED OF THE POSSIBILITY OF DAMAGES.
- BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE EXCLUSIONS OR
LIMITATIONS OF LIABILITY ABOVE, SUCH AS EXCLUSIONS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE
LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ENTERING INTO THIS RELEASE, YOU ACKNOWLEDGE THAT YOU HAVE
READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE THE BENEFITS OF, SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA,
(AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY), WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
- THE COMPANY AND ITS AFFILIATES DO NOT ENDORSE YOUR CONTENT OR ANY OTHER
MEMBER’S CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR
ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR
OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT ON THE SERVICES.
- IF YOU ARE A CONSUMER RESIDING IN THE EUROPEAN UNION, YOU HAVE LEGAL REMEDIES IF
WE CAUSE YOU LOSS BY OUR BREACH OR NON-PERFORMANCE OF OUR LEGAL OBLIGATIONS, OR BY OUR NEGLIGENCE, AND THESE
TERMS DO NOT AFFECT THOSE STATUTORY REMEDIES.
- Further Disclaimer of Warranties. IF YOU ARE A RESIDENT OF A JURISDICTION THAT
REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, (1) CALIFORNIA
RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542,
WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR
HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY” AND (2) NEW
JERSEY RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF THE TRUTH IN CONSUMER
CONTRACT, WARRANTY, AND NOTICE ACT (X) SECTIONS 15, WHICH STATES, AMONG OTHER THINGS, THAT “NO
SELLERS…SHALL IN THE COURSE OF HIS BUSINESS OFFER TO ANY CONSUMER OR PROSPECTIVE CONSUMER OR ENTER INTO
ANY WRITTEN CONSUMER CONTRACT OR GIVE OR DISPLAY ANY WRITTEN CONSUMER WARRANTY, NOTICE OR SIGN…WHICH
INCLUDES ANY PROVISION THAT VIOLATES ANY CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER OR RESPONSIBILITY OF A
SELLER…” AND (X) SECTION 16, WHICH STATES, AMONG OTHER THINGS, THAT “…NO CONSUMER
CONTRACT, NOTICE OR SIGN SHALL STATE THAT ANY OF ITS PROVISIONS IS OR MAY BE VOID, UNENFORCEABLE OR INAPPLICABLE
IN SOME JURISDICTIONS WITHOUT SPECIFYING WHICH PROVISIONS ARE OR ARE NOT VOID, UNENFORCEABLE OR INAPPLICABLE
WITHIN THE STATE OF NEW JERSEY…”. YOU HEREBY WAIVE, AS APPLICABLE, THESE SECTIONS OF THE CALIFORNIA
CIVIL CODE AND NEW JERSEY TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT. YOU HEREBY WAIVE ANY SIMILAR
PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT, PURPOSE, OR EFFECT AS THE AFOREMENTIONED
- Indemnification. YOU AGREE TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE
COMPANY, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL
CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, DEBTS, EXPENSES, OR FEES (INCLUDING BUT NOT
LIMITED TO REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO YOUR VIOLATION OF THESE TERMS OR YOUR
USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT, ANY USE OF THE WEBSITE’S CONTENT, AND
THE SERVICES OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS, OR YOUR USE OF ANY INFORMATION OBTAINED FROM THE
SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY WILL HAVE THE RIGHT TO CONDUCT ITS OWN
DEFENSE, AT YOUR EXPENSE, IN ANY ACTION OR PROCEEDING COVERED BY THIS INDEMNITY.
- Limitation on Liability. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION (WHETHER CONTRACT, TORT,
OR OTHERWISE), THE COMPANY AND ITS PARENTS AND SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE
PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, WHETHER INCURRED DIRECTLY OR
INDIRECTLY, OR FOR INTANGIBLE LOSSES, ARISING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE
SERVICES, OR FROM THE ACTS OR OMISSIONS OF ANY OTHER PERSON. COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS
RELATING TO THE SERVICES SHALL IN NO EVENT EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT PAID BY YOU
TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. THE FOREGOING DOES NOT AFFECT ANY LIABILITY
THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- California Notice. Under California Civil Code Section
1789.3, California Services members are entitled to the following specific consumer rights notice: The Complaint
Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be
contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at
- Arbitration; Choice of Law.
- You hereby agree to arbitrate any dispute that you have with the Company. YOU AGREE TO RESOLVE ALL DISPUTES WITH THE COMPANY THROUGH BINDING ARBITRATION WITH THE AMERICAN
ARBITRATION ASSOCIATION (“AAA”) IN DENVER,
COLORADO, unless the dispute meets the requirements for small claims court and is filed in Denver
County, Colorado. If for any reason this agreement to arbitrate is determined by a court or arbitrator to be
unenforceable, you agree that the federal and state courts with jurisdiction over Denver County, Colorado will
have exclusive jurisdiction over any dispute involving you and the Company, and you hereby consent to such
jurisdiction and venue. Any arbitration will be governed by the AAA Commercial Arbitration Rules, Consumer Due
Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes. For disputes that
involve a claim of less than $10,000 USD, the arbitration will be conducted only by telephone, online, or based
solely on written submissions and not by personal appearance of any party or witness. This Agreement, these
Company will be governed by the laws of the State of Colorado, excluding any applicable choice of law provision.
ANY CAUSE OF ACTION OR ARBITRATION DEMAND MUST BE COMMENCED OR SUBMITTED TO THE AAA WITHIN
ONE (1) YEAR AFTER THE ALLEGED INJURY HAS BEEN DISCOVERED OR REASONABLY COULD HAVE BEEN DISCOVERED. IF SUCH
CAUSE OF ACTION IS NOT FILED WITHIN THE ONE (1) YEAR PERIOD DESCRIBED ABOVE, SUCH CAUSE OF ACTION OR DEMAND IS
- You and the Company further agree that any arbitration shall be conducted in their individual
capacities only, and not as a class action or other representative action. You further specifically agree that
you will not, and hereby waive the right to, participate in a class action claim against the Company. Nor will
you participate in any other kind of representative action or arbitration. Nor may an arbitrator consolidate
your claims with the claims of any other Person. Nor may an arbitrator grant any relief on your claims
that applies to someone else (such as injunctive relief that applies to a class of Persons), except where such a
contractual limitation is not permitted by law. If any court or arbitrator determines that the class-action
waiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on
a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and
you and the Company shall be deemed to have not agreed to arbitrate disputes. This Section shall not limit the
Company’s recourse for any material violations of Section 9.
- Jury and Class Action Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS
OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST
BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER
APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE
PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE
RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL
ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. This Section shall not limit the
Company’s recourse for any material violations of Section 9.
- Thirty-Day Right to Opt Out. You have the right to opt
out and not be bound by the arbitration- and class-action-waiver provisions set forth in this section by sending
written notice of your decision to opt out to the following address via United States mail with proof of
Re: Arbitration Opt Out,
PO Box 16249,
Golden, CO 80402
The notice must be sent within thirty (30) days of registering to use the
Services; otherwise, you shall be bound to arbitrate disputes in accordance with these Terms. If you opt out of
these arbitration provisions, the Company also will not be bound by them. In addition, if you elect to opt out of
these arbitration provisions, the Company may terminate your use of the Services.
- Termination. You agree that the Company may, under certain
serious circumstances and without prior notice, immediately terminate your account and/or access to the
Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these
Terms or other incorporated agreements, policies or guidelines, (b) requests by law enforcement or other
government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or
material modification to the Services (or any portion thereof), (e) unexpected technical or security issues or
problems, (f) extended periods of inactivity, and/or (g) nonpayment of any fees owed by you in connection with
the Services. Termination of your use of the Services may include (x) removal of access to all offerings
within the Services, (y) deletion of your information, files, account, membership, and Content associated with
your account, and (z) barring of further use of the Services. Further, you agree that all terminations for cause
shall be made in the Company’s sole discretion and that the Company shall not be liable to you or any
third party for any termination of your account or access to the Services.
- Waiver. No waiver by the Company of any term or condition
set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver
of any other term or condition, and any failure of the Company to assert a right or provision under this
Agreement shall not constitute a waiver of such right or provision.
- Severability; Reformation. If any term or provision of
these Terms is invalid, illegal, or unenforceable in any applicable jurisdiction, such invalidity, illegality,
or unenforceability shall not affect any other term or provision of these Terms or invalidate or render
unenforceable such term or provision in any other jurisdiction. If any one or more of the provisions or parts of
a provision contained in these Terms shall, for any reason, be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect any other provision or part of a
provision of these Terms; and these Terms shall, to the fullest extent lawful, be reformed and construed as if
such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and
such provision or part reformed so that it would be valid, legal, and enforceable to the maximum extent
possible. Without limiting the foregoing, if any provision (or part of provision) contained in these Terms shall
for any reason be held to be excessively broad as to duration, activity, or subject, it shall be construed by
limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable
law. Furthermore, the word “including” or any variation thereof, as used here and in all of these
Terms, means “including, without limitation” and shall not be construed to limit any general
statement that it follows to the specific or similar items or matters immediately following it.
- Cumulative Remedies. All rights, powers, and remedies
provided to the Company under this Agreement, these Terms, or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any thereof by the Company shall not
preclude the simultaneous or later exercise of any other such right, power, or remedy by the Company.
- Entire Agreement. The Terms constitute the sole and entire
agreement between you and the Company regarding the Services and supersede all prior and contemporaneous
understandings, agreements, representations, and warranties, both written and oral, regarding the