September 30 2012
Date of Last Revision: August 28, 2012
PLEASE NOTE THAT BY ACCESSING OR USING ANY PART OF THE WEB SITES OR THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE DISPUTE RESOLUTION PROCEDURE, WAIVERS OF RIGHTS, LIMITATION OF LIABILITY, AND INDEMNIFICATION. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE WEB SITES OR THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY TIME. YOUR CONTINUED USE OF THE WEB SITES AND/OR THE SERVICES CONSTITUTES ASSENT TO ANY NEW PROVISIONS OF THIS AGREEMENT THAT MAY BE POSTED ON THE WEB SITES IN THE FUTURE.
1. Using the Web Sites.
a. Eligibility. Except as expressly provided below, certain services may only be used by, and registered user status is limited to, individuals who can form legally binding contracts under applicable law (“Registered Users”). Without limitation, minors are prohibited from becoming Registered Users. References in this Agreement to “users” include Registered Users, but Registered Users does not include unregistered users.
b. User Registration. To become a Registered User, you must create an account with us through the online registration process on the Web Sites. In creating an account, you must provide us with accurate and complete registration information, as prompted in the registration form. You must promptly notify us if any of this information changes. If you fail to provide or update this information, we may terminate your right to use the Web Sites.
c. Passwords. When you open your account, you will be asked to choose a password. You must keep your password confidential. You will be responsible for all uses of your password and account, including, without limitation, any use by any unauthorized third party. You must notify us immediately if you believe your password or account has been obtained, or may be accessed or used by, any unauthorized person or entity. In addition, you must notify us immediately if you become aware of any other breach or attempted breach of the security of the Web Sites. For security purposes, we recommend that you change your password often.
d. License. Subject to your strict compliance with this Agreement, we grant you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to download, display, view, and use a single copy of the materials appearing on the Web Sites (excluding source and object code) on any single computer (or other device you use to access the Web Sites) for your personal, non-commercial use only; provided that you: (a) keep intact all trademark, copyright and other proprietary notices; (b) do not use the materials in a manner that suggests an association with any of our products, services or brands; (c) make no modifications to the materials; (d) do not allow or assist any third party: (i) to copy or adapt the source or object code of the Web Sites’ software or programming code; or (ii) reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code that the Web Sites create to generate their web pages or any software or other products or processes accessible through the Sites; and (e) do not insert any code or product to manipulate the materials in any way.
2. Your Content.
b. Our Obligations Concerning Your Content. You agree that: (i) we have no obligation to examine or enforce your intellectual property rights in or to your Your Content; (ii) we do not have any obligation to, but may, review, monitor, display, accept or exploit Your Content and we may, in our sole discretion, delete, edit, block access to, re-format, alter, remove or refuse to exploit Your Content without notice or liability; provided, however, that we reserve the right to treat Your Content on the Web Sites, or on certain portions of the Web Sites, as content stored at the direction of users for which we will not exercise editorial control except to enforce the rights of third parties and any content restrictions we may establish when notice of such violations are directed to our attention; and (iii) we are not obligated to use Your Content and that you will not receive any compensation of any kind for our use of Your Content.
c. Objectionable Content. Due to the amount of user content, we may not have the ability to control the nature of the content presented by users on or through the Web Sites. You are solely responsible for your interactions with other users of the Web Sites and any content that you post. We are not and will not be liable for any damage or harm resulting from any of the Web Sites’ users’ content or your interactions with other users of the Web Sites. We reserve the right, but have no obligation, to monitor interactions between you and other users of the Web Sites and to take any other action to restrict access to or the availability of any material we or another user of the Web Sites may consider to be obscene, lewd, lascivious, violent, harassing, defamatory, infringing, abusive, inflammatory, vulgar, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable (including, without limitation, because it violates this Agreement).
d. Prohibited Content. You may not post, submit or transmit any content that: (i) is
libelous, defamatory or slanderous; (ii) advocates the violent overthrow of the government of the
United States; (iii) incites, encourages or threatens immediate physical harm against another; (iv)
presents an immediate and genuine danger to another person or entity; or (v) violates any
applicable law, regulation, or rule.
3. User Conduct.
In, or as a result of, your use of the Web Sites and the Services, you may not: (i) infringe any patent, trademark, trade secret, copyright, right of publicity, or other right of any party, or upload, post, transmit, share, store or otherwise make publicly available on the Web Sites any private information of any third party or any information that would encourage or provide instructions for an unlawful activity; (ii) disrupt or interfere with the security or use of the Services, the Web Sites, or any web sites linked to the Web Sites; (iii) interfere with or damage the Web Sites or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; (iv) attempt to use another user’s account, impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) us, federal, state, or municipal government, or a political candidate; or create or use a false identity; (v) attempt to obtain unauthorized access to the Web Sites or portions of the Web Sites that are restricted from the access granted to you; (vi) engage, directly or indirectly, in transmission of spam, chain letters, junk mail or any other type of unsolicited solicitation; (vii) collect, manually or through an automatic process, information about other users (including e-mail addresses or other contact information) without their express consent or other information relating to the Web Sites or the Services; (viii) use any meta tags or any other hidden text utilizing our name, trademarks, or product names in any manner and in any place; (ix) advertise, offer to sell, or sell any goods or services; (x) engage in any activity that interferes with any third party’s ability to use or enjoy the Web Sites or Services; (xi) upload, post, transmit, share, store or otherwise make available any videos other than those you have taken personally, are of a personal nature that contain images of people you know personally and who have consented to being in the video, and which are original art or animation (including any audio or music that is part of the video) created by you; or (xii) assist any third party in engaging in any activity prohibited by this Agreement.
5. Intellectual Property Rights.
a. Copyright. All materials on the Web Sites and used in the Services, including without limitation, designs, text, graphics, information, data, images, audio, video, applications, software (including source code and object code), metadata, compilations, graphical user interfaces, other files, and the selection, arrangement and organization thereof are either owned by us or are the property of our suppliers or licensors. No Web Sites’ content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that the foregoing does not apply to your own user content (as described above in the “Your Content” section) that you legally post on the Web Sites. Provided that you are eligible to use the Web Sites, you are granted a limited license to access and use the Web Sites and the Services and to download or print a copy of any portion of the Web Sites’ content to which you have properly gained access solely for your personal, non-commercial use, provided that you do not alter or delete any trademark, copyright, or other proprietary notices. Except for your own user content, you may not upload or republish our Web Sites’ content on any Internet, Intranet or Extranet site or use the information in any other database or compilation, and any other use of our Web Sites’ content is strictly prohibited. Your license is subject to this Agreement and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Web Sites or the Services beyond the scope of the license granted above is prohibited.
b. Trademarks. Trademarks and service marks that appear on the Web Sites, including but not limited to product names, tag lines, logos, page headers, custom graphics, button icons, and scripts shown on the Web Sites are our trademarks, service marks, or trade dress. Any use by you of such trademarks, service marks, and trade dress is for our sole benefit and all goodwill generated by such use will inure to us. If you refer to our trademarks or logos, you must include appropriate attribution to us. All other trademarks, trade names and the like that appear on the Web Sites or in the Services are the property of their respective owners. You may not use (including as part of a domain name) any of these trademarks, trade dress, or trade names without express permission.
c. Ownership and Use. We retain ownership of our intellectual property rights and you do not obtain any rights therein by virtue of this Agreement or otherwise. You have no right to use, copy, display, perform, publish, create derivative works from, create new works or abstracts from, distribute, have distributed, transmit, or sublicense materials or content available on the Web Sites or through the Services, except as expressly set forth in this Agreement. Notwithstanding the foregoing, you may use the content and materials on our Web Sites and available through our Services in the normal course of your use of the Web Sites and the Services. You may not use any third-party intellectual property without the express written permission of the applicable third party, except as permitted by law.
d. Your Content. Except for the material described in the “Suggestions” section below, to which we will obtain ownership, we will not acquire an ownership interest in the materials you post, input or submit to the Web Sites but will acquire the non-exclusive license as set forth in Section 2.
6. Linking and Framing.
a. Your Rights. Subject to our right to prohibit linking for any or no reason (even if the linking were to comply with the requirements that follow), you may create a plain text hyperlink to the home pages of our Web Sites (and only to the home pages) provided that: (i) neither you nor the link portrays us or any of our products and services in a false or disparaging manner or suggests sponsorship, affiliation or endorsement by or with us; and (ii) the web site that you are linking to our Web Sites is owned by you. We may revoke this permission at any time for any reason upon notice to you. You may not “frame,” inline link, or similarly display any of our content or property, including, without limitation, the Web Sites. You may not use any of our trademarks as part of the link without express written permission.
b. Third Parties. There may be links from the Web Sites to third party web sites that we do not control or endorse. Accessing those third party web sites requires you to leave the Web Sites. You agree that we are not responsible or liable for any of those third party web sites, including, without limitation, their products, services, actions, content, policies, promotions, and/or any damages, losses, failures or problems caused by, related to or arising from those third parties or their web sites. Your interactions with others found on or through the Web Sites, including, without limitation, purchases of products or services, and any terms, conditions, warranties and representations associated with any such interactions, are solely between you and those third parties.
7. DMCA Copyright Policy and Copyright Agent.
We respect the intellectual property rights of others and expect our users to do the same. We may remove content that in our sole discretion appears to infringe the intellectual property rights of others. In addition, in our sole and absolute discretion, may terminate the accounts of users who infringe the intellectual property rights of others. If you believe that a user of the Web Sites or the Services has infringed your intellectual property rights, please notify our Copyright Agent, and provide the following information: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual property right; (b) an identification of the intellectual property claimed to have been infringed; (c) a detailed description of the material that you claim is infringing, so that we may locate it, including the URL where the infringing material appears; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the allegedly infringing use is not authorized by the intellectual property right’s owner, its agent, or the law; and, (f) a statement by you, made under penalty of perjury, that the foregoing information is accurate and that you are authorized to act on behalf of the owner of the intellectual property rights involved.
Our Copyright Agent is and can be reached at:
Deepak Chopra, LLC
2013 Costa Del Mar Rd.
Carlsbad, CA 92009
8. Representations and Warranties.
a. By Each Party. Each party represents and warrants to the other party: (i) that it has the full power and authority to enter into and perform its obligations under this Agreement; (ii) the assent to and performance by it of its obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations or rules; and (iii) this Agreement constitutes legal, valid and binding obligations of the parties executing or assenting to this Agreement, enforceable in accordance with its terms and conditions.
b. By You. You represent and warrant to us Company that: (i) you will not infringe the patent, copyright, trademark, trade secret, right of publicity or other intellectual property or proprietary right of any third party in your use of the Web Sites or the Services; (ii) you will comply with all applicable laws, rules and regulations in your use of the Services and the Web Sites, including this Agreement; (iii) you are at least eighteen (18) years of age and you have the legal right and capacity to enter into this Agreement in your jurisdiction and to comply with this Agreement; (iv) all information you provide to us is true, accurate, complete and current.
You agree to hold us and our parents, subsidiaries, and affiliates, and each of their employees, directors, officers, managers, members, shareholders, agents, representatives, attorneys, vendors, and contractors (collectively, the “Indemnified Parties”) harmless from any damage, loss, cost or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought or asserted against any of the Indemnified Parties: (i) alleging facts or circumstances that would constitute a breach of any provision of this Agreement by you or; (ii) arising from, related to, or connected with your use of the Web Sites, the Services, Your Content, or information or material transmitted through your computer or other device used to access the Sites, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person. If you are obligated to provide indemnification pursuant to this provision, we may, in our sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limiting the foregoing, you may not settle compromise or in any other manner dispose of any Claim without our consent.
10. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.
a. DISCLAIMER OF WARRANTIES. WE PROVIDES THE WEB SITES AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE, AND OUR PARENTS, SUBSIDIARIES, AND AFFILIATES, AND EACH OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, MANAGERS, MEMBERS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, ATTORNEYS, VENDORS, AND CONTRACTORS (COLLECTIVELY, THE "CHOPRA PARTIES") DO NOT REPRESENT OR WARRANT THAT THE WEB SITES OR SERVICES OR THEIR USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. THE CHOPRA PARTIES MAKE NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.
b. THIRD PARTY SERVICES. THE THIRD-PARTY LINKS, SERVICES, GOODS, RESOURCES AND INFORMATION THAT WE PROVIDE ON OR MAKE AVAILABLE THROUGH THE WEB SITES, INCLUDING, WITHOUT LIMITATION, THOSE AVAILABLE THROUGH THIRD-PARTY ADVERTISEMENTS, ARE NOT CONTROLLED BY US. ACCORDINGLY, WE MAKE NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, RESOURCES, AND INFORMATION, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT, AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SERVICES, RESOURCES OR INFORMATION.
c. EXCLUSION OF DAMAGES. WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE WEB SITES OR SERVICES, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
d. LIMITATION OF LIABILITY. IN NO EVENT WILL OUR LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE WEB SITES, OR THE SERVICES EXCEED $500.
11. Force Majeure.
We will not be liable for failing to perform under this Agreement by the occurrence of any event beyond our reasonable control, including, without limitation, a labor disturbance, an Internet outage or interruption of service, a communications outage, failure by a service provider to perform, fire, terrorism, natural disaster or war.
All disputes arising out of or relating to this Agreement (including its formation, performance or alleged breach) or your use of the Web Sites or the Services will be exclusively resolved under confidential binding arbitration held in San Diego County, California before and in accordance with the Rules of the American Arbitration Association. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, we will have the right to seek injunctive or other equitable relief in state or federal court located in San Diego County, California to enforce these terms or to prevent an infringement of a third party’s rights. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.
13. Changes to the Web Sites or Service.
We may, in our sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of the Web Sites or the Services, temporarily or permanently, at any time without notice to you, and we will not be liable for doing so.
We have the right in our sole discretion, for any reason or no reason at all, without notice or liability to you or any third party, to terminate your account or your access to the Web Sites or Services, with or without cause. Such reasons may include, without limitation: (i) your breach of any part of this Agreement, (ii) your violation of the rights of any third party; or (iii) your account becoming inactive for an extended period of time. You may terminate your profile or your account for any reason at any time by providing notice to us of your intention to do so, subject to this Agreement. If your account is terminated, we may, in our sole discretion, delete any comments, web sites, files, graphics or other content or materials relating to your use of the Web Sites or Services on our servers or otherwise in our possession or control. Following termination, you may not be permitted to use the Web Sites or the Services without first obtaining our consent. If your account or your access to the Web Sites or Services is terminated, we reserve the right to exercise whatever means we deem necessary to prevent unauthorized access to the Web Sites or the Services, including, but not limited to, technological barriers, IP mapping, and direct contact with your Internet Service Provider.
15. Notices and Electronic Communications.
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to us you must use the address shown in Section 7. If we provide notice to you, we will use the contact information provided by you to us. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if by delivery by U.S. mail, on the date of receipt appearing on a return receipt card, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. You agree that any notice that you receive from us electronically satisfies any legal requirement that such communications be in writing.
You agree that any suggestions, ideas, product uses and potential uses, product ideas, feedback or other information about the Web Sites, the Service, or our products or services ("Suggestions"), provided by you to us are non-confidential to you and shall become by virtue of the transmission to us, to the Web Sites, or to the Service our sole property. We will own all of the rights, exclusively, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Suggestions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
17. Limitation of Actions.
You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Web Sites or Services, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.
This Agreement contains the entire understanding between you and us regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between us, whether oral in writing, regarding its subject matter.
19. Territorial Issues and Restrictions.
The materials on the Web Sites are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be violate any law or regulation or which would subject us to any registration requirement. Anyone using or accessing the Sites from other locations is responsible for compliance with United States' and local laws regarding online conduct and acceptable content. Software related to or made available by the Web Sites may be subject to United States export controls; therefore, no software from the Web Sites may be downloaded, exported or re-exported: (i) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Web Sites, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
20. Additional Terms.
This Agreement is binding upon each party hereto and its successors and permitted assigns, and shall be governed by and construed in accordance with the laws of the State of California without reference to the conflict of law principles thereof. We both agree that all actions or proceedings arising in connection with this Agreement shall be arbitrated in accordance with the Arbitration provision of this Agreement exclusively in San Diego County, California, or in the event the matter is for any reason litigated, tried and litigated exclusively in the state or federal courts located in San Diego County, California. This choice of venue (for both arbitration and litigation) is intended by the both of us to be mandatory and not permissive in nature, and to preclude the possibility of arbitration or litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this Section. We both waive any right either of us may have to assert the doctrine of forum non conveniens or similar doctrine or to object to the venue with respect to any proceeding brought in accordance with this Section. This Agreement and all of your rights and obligations under it is not assignable or transferable by you without our prior written consent. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not invalidate any other provision of this Agreement, all of which will remain in full force and effect. If you reside in or are subject to the laws of a jurisdiction anywhere in the world whose common, statutory, regulatory, or codified law would void this Agreement in whole or in any essential part (the essential parts being at least, but not only, the exclusive venue and exclusive remedy provisions, and the warranty disclaimers), or which make accessing the Web Sites or using the Services illegal, you do so entirely at your own risk.