TERMS AND CONDITIONS OF SERVICE
This is a legal agreement ("Agreement") between you and FertilityAuthority, a Delaware corporation, which may be contacted at 150 East 49th Street, Suite 5A, New York, NY 10017. By accessing any website owned by FertilityAuthority (each, a "Site"), and using any of the Services (as defined below) accessible through the Site, you become a user and agree to, and are bound by, the terms and conditions of this Agreement for as long as you continue to use the Site or Services. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR THE SERVICES. Your use of, or participation in, certain Services may be subject to additional terms, and such terms will be either listed in this Agreement or will be presented to you for your acceptance when you sign up to use such Services. The FertilityAuthority services consist without limitation, of interactive content and community services (collectively, the "Services"). FertilityAuthority may offer additional services or revise any of the Services, at its discretion, and this Agreement will apply to all additional services or revised Services. FertilityAuthority also reserves the right to cease offering any of the Services.This Agreement is subject to change by FertilityAuthority in its sole discretion at any time, with or without notice. Your continued use of this Site or the Services after the posting of revisions to this Agreement will constitute your acceptance of such revisions. Please consult the end of this Agreement to determine when the Agreement was last revised.
1. Eligibility.You must be at least 13 years old to access or use the Site (or the age of majority in your jurisdiction, if it is older). Some portions of the Site or Services may have other age requirements which will be set forth in the Community Guidelines or be communicated to you before you access such portions of the Site or Services.
a. Exclusive Use. Your account is for your personal use only. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You acknowledge that FertilityAuthority is not responsible for third party access to your account that results from theft or misappropriation of your user names and passwords.
b. Geographic Limitations. The Site and Services are intended for use in the United States. You will only use the Services in a manner consistent with this Agreement and any and all applicable local, state, national and international laws and regulations, including, but not limited to, United States export control laws. You are not located in, under the control of, or a national or resident of any country which the United States has (i) embargoed goods, (ii) identified as a "Specially Designated National", or (iii) placed on the Commerce Department's Table of Deny Orders. Registration for, and use of, the Services are void where prohibited. To the extent that the Services are not legal in your jurisdiction, you may not use the Services. The Services may not be used where prohibited by law.
c. Information Submitted. You are solely responsible for, and assume all liability regarding, (i) the information and content you contribute to the Service; (ii) the information and content you post, transmit, publish, or otherwise make available (hereinafter "post") through the Services; and (iii) your interactions with other users or Registered Users through the Services.
d. Risk Assumption and Precautions. You assume all risk when using the Services, including but not limited to all of the risks associated with any online or offline interactions with others.
e. Reporting of Violations. You will promptly report to FertilityAuthority any violation of the Agreement by others, including but not limited to, Registered Users.
f. Content Removal. FertilityAuthority reserves the right, but has no obligation, to monitor the information or material you submit to the Services or post in the public areas of the Services. FertilityAuthority will have the right to remove any such information or material that in its sole opinion violates, or may violate, any applicable law or either the letter or spirit of this Agreement or upon the request of any third party.
g. Posting and Communication Restrictions. Postings on the Services will follow the relevant Community Guidelines that may apply to each Service, in addition to the terms of this Agreement. In addition to the foregoing, you will not post on theServices, transmit to other users, communicate any content (or links thereto), or otherwise engage in any activity on the Site or through the Services, that:
1. promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
2. is intended to or tends to harass, annoy, threaten or intimidate any other users of the Site or Services;
3. is defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, obscene or otherwise objectionable;
4. contains others' copyrighted content (e.g., music, movies, videos, photographs, images, software, etc.) without obtaining permission first;
5. contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor's legal guardian);
6. promotes or enables illegal or unlawful activities, such as instructions on how to make or buy illegal weapons or drugs, violate someone's privacy, harm or harass another person, obtain others' identity information, create or disseminate computer viruses, or circumvent copy-protect devices;
7. intended to defraud, swindle or deceive other users of the Services;
8. contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices;
9. promotes or solicits involvement in or support of a political platform, religion, cult, or sect;
10. disseminates another person's personal information without his or her permission, or collects or solicits another person's personal information for commercial or unlawful purposes;
11. is off-topic, meaningless, or otherwise intended to annoy or interfere with others' enjoyment of the Site;
12. impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
13. solicits gambling or engages in any gambling or similar activity;
14. uses scripts, bots or other automated technology to access the Site or Services; attempts to gain unauthorized access to the Site via hacking, password mining or any other means; or attempts to interfere with the proper working of the Site;
15. accesses, retrieves, or indexes any portion of the Site for purposes of constructing or populating a searchable databases of content;
16. frames or reformats any portion of the Site;
17. uses the Site or Services for chain letter, junk mail or spam e-mails;
18. collects or solicits personal information about anyone under 18; or
19. is in any way used for or in connection with spamming, spimming, phishing, trolling, or similar activities.
h. No False Information. You will not provide inaccurate, misleading or false information to FertilityAuthority or to any other user. If information provided to FertilityAuthority or another user subsequently becomes inaccurate, misleading or false, you will promptly notify FertilityAuthority of such change.
i. Advertising or Commercial Solicitation. Unless specifically permitted in a Site's relevant Community Guidelines and except in connection with a Site-provided buying or selling functionality, you will not advertise or solicit any user to buy or sell any products or services through the Site or Services. You may not transmit any chain letters, junk or spam e-mail to other users. Further, you will not use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent. If you breach the terms of this subsection and send or post unsolicited bulk email, "spam" or other unsolicited communications of any kind through the Services, you acknowledge that you will have caused substantial harm to FertilityAuthority, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay FertilityAuthority $50 for each such unsolicited communication you send through the Services.
j. No Harassment of FertilityAuthority Employees or Agents. You will not harass, annoy, intimidate or threaten any FertilityAuthority employees or agents engaged in providing any portion of the Services to you.
3. Proprietary Rights.
a. Ownership of Proprietary Information. You hereby acknowledge and agree that FertilityAuthority is the owner of highly valuable proprietary information in connection with the Services and the Site (collectively, "Confidential Information"). FertilityAuthority owns and hereby retains all proprietary rights in the Services and the Site, including but not limited to, all Confidential Information.
b. No Use of Confidential Information. You will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) Confidential Information or (ii) other copyrighted material, trademarks, or other proprietary information accessible via the Services, without first obtaining the prior written consent of the owner of such proprietary rights.
c. Other Users' Information. Other Registered Users may post copyrighted information, which has copyright protection whether or not it is identified as copyrighted. You agree that you will not copy, modify, publish, transmit, distribute, perform, display, commercially use, or sell any FertilityAuthority or third party proprietary information available via the Services or the Site.
d. License to Posted Content. By posting information or content to any profile pages or public area of the Services, you automatically grant, and you represent and warrant that you have the right to grant to FertilityAuthority an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, reproduce, publicly perform, publicly display and distribute such information and content, and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing. From time to time, we may create, test or implement new features or programs on the Site in which you may voluntarily choose to participate, in accordance with the additional terms and conditions of such features or programs. By your voluntary participation in such features or programs, you grant us the rights stated in this subsection in connection with the additional terms and conditions (if any) of such features or programs.
4. User Information.
a. Privacy Statement. For information about the collection and possible use of information and material provided by you, please click on the Privacy link located on the Site. By using the Site or the Services, you are consenting to the terms of FertilityAuthority's Privacy Statement.
b. Your Contact Information. Any postings by you of your e-mail address(es), personal website address or profile page you may have on a third party website, or other contact information in your profile or in any other communications you may have with other users, is at your own risk, and FertilityAuthority will not be responsible for any use or abuse of such information by other users.
c. Disclosure By Law. You acknowledge and agree that FertilityAuthority may disclose information you provide if required to do so by law, at the request of a third party, or if we, in our sole discretion, believe that disclosure is reasonable to (1) comply with the law, requests or orders from law enforcement, or any legal process (whether or not such disclosure is required by applicable law); (2) protect or defend FertilityAuthority's, or a third party's, rights or property; or (3) protect someone's health or safety, such as when harm or violence against any person (including the user) is threatened.
d. Disclosure to Protect Abuse Victims. Notwithstanding any other provision of this Agreement or the Privacy Statement, FertilityAuthority reserves the right, but has no obligation, to disclose any information that you submit to the Services, if in its sole opinion, FertilityAuthority suspects or has reason to suspect, that the information involves a party who may be the victim of abuse in any form. Abuse may include, without limitation, elder abuse, child abuse, spousal abuse, neglect, or domestic violence. Information may be disclosed to authorities that FertilityAuthority, in its sole discretion, deems appropriate to handle such disclosure. Appropriate authorities may include, without limitation, law enforcement agencies, child protection agencies, or court officials. You hereby acknowledge and agree that FertilityAuthority is permitted to make such disclosure.
5. Links to Third-Party Web Sites / Dealings with Advertisers and Sponsors.The Services may contain links to web sites of third-parties, including without limitation, advertisers, which are not under the control of FertilityAuthority, and FertilityAuthority is not responsible for the content of any linked site or any link contained in a linked site, or any changes or updates to such web sites. FertilityAuthority provides these links to you only as a convenience, and the inclusion of any link does not imply that FertilityAuthority endorses or accepts any responsibility for the content on such third-party web site. Your correspondence or business dealings with, or participation in promotions of, advertisers or sweepstakes sponsors found on or through the Services (including payment and delivery of related goods or services, any personal information or opt-in contact information voluntarily given to advertisers and sweepstake sponsors, and any other terms, conditions, warranties or representations associated with such dealings) are solely between you and such advertiser or sweepstakes sponsor. You agree that FertilityAuthority will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, including the sharing of the information you supply to FertilityAuthority with advertisers or sweepstakes sponsors, or as the result of the presence of such advertisers on the Services. Please visit our Privacy Statement to learn more about how we use your information.
6. Disclaimer of Warranty.
a. No Warranties. THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FertilityAuthority PROVIDES THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE SITE (INCLUDING ALL INFORMATION CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FertilityAuthority does not warrant that your use of the Services will be secure, uninterrupted, always available, error-free or will meet your requirements, or that any defects in the Services will be corrected. FertilityAuthority DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICES.
b. Third Party Content. Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by FertilityAuthority, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. FertilityAuthority DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SERVICES, OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN FertilityAuthority. UNDER NO CIRCUMSTANCES WILL FertilityAuthority BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SERVICES, OR TRANSMITTED TO OR BY ANY USERS.c. Beta Features. From time to time, FertilityAuthority may offer new "beta" features or tools with which its users may experiment on the Services. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at FertilityAuthority's sole discretion. The provisions of this Disclaimer of Warranty section apply with full force to such features or tools.
7. Limitation of Liability.
a. Incidental Damages and Aggregate Liability. IN NO EVENT WILL FertilityAuthority BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF FertilityAuthority KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL FertilityAuthority'S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT, OR, IF YOU HAVE NOT PAID FertilityAuthority FOR THE USE OF ANY SERVICES, THE AMOUNT OF US$25.00 OR ITS EQUIVALENT.
b. No Liability for non-FertilityAuthority Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FertilityAuthority BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THE SERVICES. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
c. Information Verification. FertilityAuthority and its contractors may use various ways of verifying information that users have provided. However, none of those ways are perfect, and you agree that FertilityAuthority and its contractors will have no liability to you arising from any incorrectly verified information.
8. Indemnification.You agree to indemnify, defend and hold harmless FertilityAuthority, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of (a) your use of or inability to use the Site or Services, (b) any user postings made by you, (c) your violation of any terms of this Agreement or your violation of any rights of a third party, or (d) your violation of any applicable laws, rules or regulations. FertilityAuthority reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with FertilityAuthority in asserting any available defenses.
9. Term and Termination.This Agreement will become effective upon your acceptance of the Agreement by your use of the Site or the Services and will remain in effect in perpetuity unless terminated hereunder. Either you or FertilityAuthority may terminate your account at any time, for any reason or no reason, without explanation, effective upon sending written notice to the other party. FertilityAuthority reserves the right to immediately suspend or terminate your access to any of the Services, without notice, for any reason or no reason. We also reserve the right to remove your account information or data from our Services and any other records at any time at our sole discretion. In the event your access to any of the Services is suspended due to the breach of this Agreement, you agree that all fees then paid to FertilityAuthority by you will be nonrefundable and all outstanding or pending payments will immediately be due. You may terminate your account by discontinuing your use of the Site, or by sending a notice of cancellation to: FertilityAuthority Attn: Cancellations � Content & Community, 150 East 49th Street, Suite 5A, New York, NY 10017. In all cases of termination, we will only remove your user profile, and not any content you may have contributed to the Site.
10. General Provisions.
a. Controlling Law and Jurisdiction. You agree that New York law (without giving effect to its conflicts of law principles) will govern this Agreement, the Site and the Services and that any dispute arising out of or relating to this Agreement, the Site or the Services will be subject to the exclusive jurisdiction and venue of the federal and state courts in the Southern District of New York. You acknowledge and agree that any violation of this Agreement may cause FertilityAuthority irreparable harm, and therefore agree that FertilityAuthority will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that FertilityAuthority may have for a breach of this Agreement.
b. Miscellaneous. This Agreement, which you accept upon registration for the Services, the Privacy Statement located on the Site, and any applicable payment, renewal, Additional Services terms, comprise the entire agreement between you and FertilityAuthority regarding the use of this Service, superseding any prior agreements between you and FertilityAuthority related to your use of this Site or Services (including, but not limited to, any prior versions of this Agreement). Unless otherwise explicitly stated, the Agreement will survive termination of your registration to the Service. The failure of FertilityAuthority to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
11. Digital Millennium Copyright Act Notice.If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on this Site, please notify FertilityAuthority's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. The above information must be submitted to the following DMCA Agent, who will respond to all legitimate copyright claims:Designated Copyright AgentFertilityAuthority 150 East 49th Street, Suite 5A, New York, NY firstname.lastname@example.org
12. Revision Date.This Agreement was last revised on July 5, 2010. Copyright © 2010 FertilityAuthorityAll Rights Reserved.