Content License Agreement and Terms of Use
PLEASE READ THE CONTENT LICENSE AGREEMENT AND THESE TERMS OF USE CAREFULLY.
By accessing or otherwise using this site, you agree to be bound contractually by the Content License Agreement and these Terms of Use.
CONTENT LICENSE AGREEMENT
Effective Date: December 9, 2012 This Agreement governs the terms by which clients of Sports Party Bingo obtain the right to use content provided by the web site located at www.sportspartybingo.com and at sportspartybingo.weebly.com (the “Site”).
1. Parties The parties to this Agreement are the licensee ("You"), and Golden Hills Software, Inc. ("GHS"), the licensor and operator of the Site. If You are not acting on behalf of Yourself as an individual, then "You" means Your company or organization. "Content" means any novelty game card or other material that you are downloading from the Site, together with any accompanying material.
2. Standard License Terms Subject to the terms of this Agreement, GHS hereby grant to you a perpetual, non-exclusive, non-transferable, worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by GHS.
3. Permitted Standard License Uses (a) You may only use the Content for those specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright. (b) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content: entertainment applications, such as for personal use by a party host distributed to partygoers at a private social gathering or for institutional use distributed to patrons at a restaurant, event, festival, or establishment having a bar; and any other uses approved in writing by GHS. If there is any doubt that a proposed use is a Permitted Use, you should contact GHS for guidance. You may copy, modify, and transfer the Content to others provided that You do not remove or obscure any proprietary rights notices or labels on the Content.
4. Use Restrictions For Content You are not authorized to resell or sublicense the Content.
5. Transfers You may not transfer the licensed materials or any rights under this Agreement without the prior written consent of GHS, which consent shall not be unreasonably withheld. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.
6. Ownership GHS and its suppliers own the Content and all intellectual property rights embodied therein. The Content is protected by United States copyright laws and international treaty provisions. This Agreement provides You only a limited use license, and no ownership of any intellectual property.
7. Limited Representations and Warranties (a) GHS grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Content. While we have made reasonable efforts to correctly categorize and keyword the Content, GHS does not warrant the accuracy of such information. (b) THE CONTENT IS PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GHS DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT GHS) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS. IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN HTML FORMAT OR FILE (WHETHER .HTM OR OTHERWISE) GHS MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.
8. Limitation of Liability a) GHS’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows: 1. You are permitted to download the Content again, at a location GHS will provide for you; 2. If you continue to be unable to download the Content, GHS will refund the fee actually paid by you for such Content, provided GHS determines in its sole and absolute discretion that you have been unable to download such Content successfully. (b) IN NO EVENT SHALL GHS OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. (c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF GHS UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO GHS UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT. (d) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Local Law If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. Some states do not allow limitations on how long an implied warranty may last, so the above limitations may not apply to You. This warranty gives you specific rights, and You may have other rights which vary from jurisdiction to jurisdiction.
10. Indemnification You agree to indemnify, defend and hold GHS, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “GHS Parties”) harmless from and against
any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any GHS Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
11. General Provisions (a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Privacy Policy and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. (b) GHS’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. (c) This Agreement is personal to you and is not assignable by you without GHS’s prior written consent. GHS may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms. (d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision. (e) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement. (f) This Agreement will be governed under the laws of the State of Colorado and the federal laws of the United States applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
12. Licensee Outside the United States If You are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language."); and (ii) You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Content, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
13. Severability If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
14. Arbitration Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Colorado Springs, Colorado, and may be conducted by telephone or online by mutual agreement of the parties. The arbitrator shall apply the laws of the State of Colorado, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.
15. Jurisdiction And Venue The courts of El Paso County in the State of Colorado, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.
16. Force Majeure Neither party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures. Notwithstanding anything to the contrary contained herein, if either party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other party may terminate this Agreement immediately without liability by ten (10) days written notice to the other.
17. Miscellaneous This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of Colorado, USA, excluding rules regarding conflicts of law. This license is written in English, and English is its controlling language.
18. Contact If you have concerns relating to this Agreement, please contact GHS at:
Email: [email protected] or via
Phone: (719) 357-9876
19. Acknowledgement YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF GHS AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND GHS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND GHS RELATING TO THE SUBJECT OF THIS AGREEMENT. © Golden Hills Software, Inc. 2005-2011. All rights reserved.
TERMS OF USE
Effective Date: December 9, 2012
1. Parties The parties to this Agreement are you, and the owner and operator of the web site located at www.sportspartybingo.com and at sportspartybingo.weebly.com, Golden Hills Software, Inc. ("GHS"). All references to "we", "us", "this web site" or "this site" shall be construed to mean GHS.
2. Modification of Agreement We reserve the right to modify this Agreement at any time, and without prior notice, by posting an amended Agreement that is always accessible through the "Terms of Use" link on this site's home page. Your continued use of this site indicates your acceptance of the amended Agreement. You should check this Agreement through this link periodically for modifications by clicking on the link provided near the top of the Agreement for a listing of material changes and their effective dates.
3. License GHS grants you a limited non-exclusive, non-transferable, and revocable license to access and use the public areas of this site, only for your personal use and not for purposes of resale, except as may be provided in any separate written agreement signed by the parties or separate agreement originating with this site; provided, however, that you do not modify this site, its content, or any copyright or other proprietary notices. This license terminates automatically if you breach any of these Terms of Use. Unauthorized use of this site or any content may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
4. Restrictions Except as expressly authorized herein or in any separate written agreement signed by the parties or separate agreement originating from this site, you may not copy, modify, distribute, download, display, transfer, post, or transmit this site or its content in any form without GHS's prior written permission.
5. Prohibited ActivitiesThe following activities are also expressly prohibited without GHS's prior written permission: any non-personal or commercial use, except as may be provided in any separate written agreement signed by the parties or separate agreement originating with this site; use of any robot, spider, other automatic device, or manual process to monitor or copy this site or any of its content; "mirroring" this site or any content on any other server; collection or use of product listings, descriptions, or prices for a supplier of competitive or comparable products; and any action that imposes an unreasonable or disproportionately large load on this site or otherwise interferes with its functioning.
6. Monitoring We reserve the right, but not the obligation, to monitor your access and use of this web site without notification to you. We may record or log your use in a manner as set out in our Privacy Policy that is accessible though the Privacy Policy link on this site’s home page.
7. USA Patriot Act Notice The U.S. federal USA Patriot Act ("USA Patriot Act") provides generally for the operator of a communication host and law enforcement to be able to monitor any content, upon request of the operator. We anticipate fully complying with all our obligations, and availing ourselves of all our rights, under the USA Patriot Act.
8. Separate Agreements You may acquire products, services and/or content from this site, and your purchase and use of such products, services and/or content will be governed by these Terms of Use and/or by any separate written agreement signed by the parties and/or separate agreement originating from this site.
9. Ownership The material provided on this site is protected by law, including, but not limited to, United States copyright law and international treaties. The copyright in the content of this site is owned by GHS or others. Except for the limited rights granted above, all other rights are reserved. All trademarks are the property of their respective owners.
10. Accuracy of Information and Disclaimer of Warranty GHS has made every effort to present the content on this site accurately, but additions, deletions and changes may occur. Except as may be provided in any separate agreements originating from this site, products, services, and/or content on this site is provided “as is”, and neither GHS nor its representatives make any representation or warranty with respect to such products, services, and/or content. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES OR SEPARATE AGREEMENT ORIGINATING FROM THIS SITE, GHS AND ITS REPRESENTATIVES SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS SITE OR PRODUCTS, SERVICES AND/OR CONTENT ACQUIRED FROM THIS SITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.
11. Limitation of Liability Under no circumstances will GHS or its affiliates have any liability with respect to any claims or damages (whether direct or indirect, special, incidental, consequential or punitive) as a result of your access or use of (or inability to access or use) this site or its services, information or content, even if they have been advised of the possibility of such damages. You access and use this site at your own risk.
12. Links to Third Party Web Sites GHS does not review or control third party Web sites that link to or from this site, is not responsible for their content, and does not represent that their content is accurate or appropriate. Your use of such third party site is on your own initiative and at your own risk and may be subject to the other sites’ terms of use.
13. Consumer Rights Information; California Civil Code Section 1789.3 Pricing information is posted as part of the ordering page(s) for this site. GHS maintains specific contact information including an e-mail address for notifications of complaints and for inquiries regarding pricing policies in accordance with California Civil Code Section 1789.3. All correspondence should be addressed to GHS's agent for notice at the following address:
Notification of Consumer Rights Complaint or Pricing Inquiry:
Golden Hills Software, Inc.
6512 Hawkeye Circle
Colorado Springs, CO, 80919
Contact: Telephone:719-357-9876
Facsimile:719-623-0137
You may contact GHS with complaints and inquiries regarding pricing and we will investigate those matters and respond to the inquiries.
The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.
14. Arbitration Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Colorado Springs, Colorado, and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of Colorado, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.
15. Jurisdiction And Venue The courts of El Paso County in the State of Colorado, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under these Terms of Use.
16. Controlling Law This Agreement shall be construed under the laws of the State of Colorado, USA, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
17. Transfer of Personally Identifiable Information Outside Your Country of Residence We will ask you when we need information that personally identifies you or allows us to contact you (which re refer to as "PII"). Any PII which we may collect on this site, such as for example, if you register and provide your email address, may be stored and processed in the United States or in any other country in which we, or our affiliates, subsidiaries, or agents maintain facilities. By using this site, you consent to any such transfer of PII outside your country of residence.
18. Force Majeure We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.
By accessing or otherwise using this site, you agree to be bound contractually by the Content License Agreement and these Terms of Use.
CONTENT LICENSE AGREEMENT
Effective Date: December 9, 2012 This Agreement governs the terms by which clients of Sports Party Bingo obtain the right to use content provided by the web site located at www.sportspartybingo.com and at sportspartybingo.weebly.com (the “Site”).
1. Parties The parties to this Agreement are the licensee ("You"), and Golden Hills Software, Inc. ("GHS"), the licensor and operator of the Site. If You are not acting on behalf of Yourself as an individual, then "You" means Your company or organization. "Content" means any novelty game card or other material that you are downloading from the Site, together with any accompanying material.
2. Standard License Terms Subject to the terms of this Agreement, GHS hereby grant to you a perpetual, non-exclusive, non-transferable, worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by GHS.
3. Permitted Standard License Uses (a) You may only use the Content for those specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright. (b) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content: entertainment applications, such as for personal use by a party host distributed to partygoers at a private social gathering or for institutional use distributed to patrons at a restaurant, event, festival, or establishment having a bar; and any other uses approved in writing by GHS. If there is any doubt that a proposed use is a Permitted Use, you should contact GHS for guidance. You may copy, modify, and transfer the Content to others provided that You do not remove or obscure any proprietary rights notices or labels on the Content.
4. Use Restrictions For Content You are not authorized to resell or sublicense the Content.
5. Transfers You may not transfer the licensed materials or any rights under this Agreement without the prior written consent of GHS, which consent shall not be unreasonably withheld. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.
6. Ownership GHS and its suppliers own the Content and all intellectual property rights embodied therein. The Content is protected by United States copyright laws and international treaty provisions. This Agreement provides You only a limited use license, and no ownership of any intellectual property.
7. Limited Representations and Warranties (a) GHS grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Content. While we have made reasonable efforts to correctly categorize and keyword the Content, GHS does not warrant the accuracy of such information. (b) THE CONTENT IS PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GHS DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT GHS) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS. IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN HTML FORMAT OR FILE (WHETHER .HTM OR OTHERWISE) GHS MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.
8. Limitation of Liability a) GHS’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows: 1. You are permitted to download the Content again, at a location GHS will provide for you; 2. If you continue to be unable to download the Content, GHS will refund the fee actually paid by you for such Content, provided GHS determines in its sole and absolute discretion that you have been unable to download such Content successfully. (b) IN NO EVENT SHALL GHS OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. (c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF GHS UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO GHS UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT. (d) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Local Law If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. Some states do not allow limitations on how long an implied warranty may last, so the above limitations may not apply to You. This warranty gives you specific rights, and You may have other rights which vary from jurisdiction to jurisdiction.
10. Indemnification You agree to indemnify, defend and hold GHS, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “GHS Parties”) harmless from and against
any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any GHS Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
11. General Provisions (a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Privacy Policy and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. (b) GHS’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. (c) This Agreement is personal to you and is not assignable by you without GHS’s prior written consent. GHS may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms. (d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision. (e) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement. (f) This Agreement will be governed under the laws of the State of Colorado and the federal laws of the United States applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
12. Licensee Outside the United States If You are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language."); and (ii) You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Content, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
13. Severability If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
14. Arbitration Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Colorado Springs, Colorado, and may be conducted by telephone or online by mutual agreement of the parties. The arbitrator shall apply the laws of the State of Colorado, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.
15. Jurisdiction And Venue The courts of El Paso County in the State of Colorado, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.
16. Force Majeure Neither party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures. Notwithstanding anything to the contrary contained herein, if either party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other party may terminate this Agreement immediately without liability by ten (10) days written notice to the other.
17. Miscellaneous This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of Colorado, USA, excluding rules regarding conflicts of law. This license is written in English, and English is its controlling language.
18. Contact If you have concerns relating to this Agreement, please contact GHS at:
Email: [email protected] or via
Phone: (719) 357-9876
19. Acknowledgement YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF GHS AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND GHS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND GHS RELATING TO THE SUBJECT OF THIS AGREEMENT. © Golden Hills Software, Inc. 2005-2011. All rights reserved.
TERMS OF USE
Effective Date: December 9, 2012
1. Parties The parties to this Agreement are you, and the owner and operator of the web site located at www.sportspartybingo.com and at sportspartybingo.weebly.com, Golden Hills Software, Inc. ("GHS"). All references to "we", "us", "this web site" or "this site" shall be construed to mean GHS.
2. Modification of Agreement We reserve the right to modify this Agreement at any time, and without prior notice, by posting an amended Agreement that is always accessible through the "Terms of Use" link on this site's home page. Your continued use of this site indicates your acceptance of the amended Agreement. You should check this Agreement through this link periodically for modifications by clicking on the link provided near the top of the Agreement for a listing of material changes and their effective dates.
3. License GHS grants you a limited non-exclusive, non-transferable, and revocable license to access and use the public areas of this site, only for your personal use and not for purposes of resale, except as may be provided in any separate written agreement signed by the parties or separate agreement originating with this site; provided, however, that you do not modify this site, its content, or any copyright or other proprietary notices. This license terminates automatically if you breach any of these Terms of Use. Unauthorized use of this site or any content may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
4. Restrictions Except as expressly authorized herein or in any separate written agreement signed by the parties or separate agreement originating from this site, you may not copy, modify, distribute, download, display, transfer, post, or transmit this site or its content in any form without GHS's prior written permission.
5. Prohibited ActivitiesThe following activities are also expressly prohibited without GHS's prior written permission: any non-personal or commercial use, except as may be provided in any separate written agreement signed by the parties or separate agreement originating with this site; use of any robot, spider, other automatic device, or manual process to monitor or copy this site or any of its content; "mirroring" this site or any content on any other server; collection or use of product listings, descriptions, or prices for a supplier of competitive or comparable products; and any action that imposes an unreasonable or disproportionately large load on this site or otherwise interferes with its functioning.
6. Monitoring We reserve the right, but not the obligation, to monitor your access and use of this web site without notification to you. We may record or log your use in a manner as set out in our Privacy Policy that is accessible though the Privacy Policy link on this site’s home page.
7. USA Patriot Act Notice The U.S. federal USA Patriot Act ("USA Patriot Act") provides generally for the operator of a communication host and law enforcement to be able to monitor any content, upon request of the operator. We anticipate fully complying with all our obligations, and availing ourselves of all our rights, under the USA Patriot Act.
8. Separate Agreements You may acquire products, services and/or content from this site, and your purchase and use of such products, services and/or content will be governed by these Terms of Use and/or by any separate written agreement signed by the parties and/or separate agreement originating from this site.
9. Ownership The material provided on this site is protected by law, including, but not limited to, United States copyright law and international treaties. The copyright in the content of this site is owned by GHS or others. Except for the limited rights granted above, all other rights are reserved. All trademarks are the property of their respective owners.
10. Accuracy of Information and Disclaimer of Warranty GHS has made every effort to present the content on this site accurately, but additions, deletions and changes may occur. Except as may be provided in any separate agreements originating from this site, products, services, and/or content on this site is provided “as is”, and neither GHS nor its representatives make any representation or warranty with respect to such products, services, and/or content. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES OR SEPARATE AGREEMENT ORIGINATING FROM THIS SITE, GHS AND ITS REPRESENTATIVES SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS SITE OR PRODUCTS, SERVICES AND/OR CONTENT ACQUIRED FROM THIS SITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.
11. Limitation of Liability Under no circumstances will GHS or its affiliates have any liability with respect to any claims or damages (whether direct or indirect, special, incidental, consequential or punitive) as a result of your access or use of (or inability to access or use) this site or its services, information or content, even if they have been advised of the possibility of such damages. You access and use this site at your own risk.
12. Links to Third Party Web Sites GHS does not review or control third party Web sites that link to or from this site, is not responsible for their content, and does not represent that their content is accurate or appropriate. Your use of such third party site is on your own initiative and at your own risk and may be subject to the other sites’ terms of use.
13. Consumer Rights Information; California Civil Code Section 1789.3 Pricing information is posted as part of the ordering page(s) for this site. GHS maintains specific contact information including an e-mail address for notifications of complaints and for inquiries regarding pricing policies in accordance with California Civil Code Section 1789.3. All correspondence should be addressed to GHS's agent for notice at the following address:
Notification of Consumer Rights Complaint or Pricing Inquiry:
Golden Hills Software, Inc.
6512 Hawkeye Circle
Colorado Springs, CO, 80919
Contact: Telephone:719-357-9876
Facsimile:719-623-0137
You may contact GHS with complaints and inquiries regarding pricing and we will investigate those matters and respond to the inquiries.
The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.
14. Arbitration Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Colorado Springs, Colorado, and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of Colorado, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.
15. Jurisdiction And Venue The courts of El Paso County in the State of Colorado, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under these Terms of Use.
16. Controlling Law This Agreement shall be construed under the laws of the State of Colorado, USA, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
17. Transfer of Personally Identifiable Information Outside Your Country of Residence We will ask you when we need information that personally identifies you or allows us to contact you (which re refer to as "PII"). Any PII which we may collect on this site, such as for example, if you register and provide your email address, may be stored and processed in the United States or in any other country in which we, or our affiliates, subsidiaries, or agents maintain facilities. By using this site, you consent to any such transfer of PII outside your country of residence.
18. Force Majeure We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.