This Website Terms of Service Agreement (the “Agreement”) governs the use of the Internet website located at DigitalPianoReviewsSite.com (the “Website”) provided by Crossroad Traders, LLC, an Indiana limited liability company whose principal place of business is Post Office Box 756, Zionsville, Indiana 46077 (the “Company”), to any individual or business entity accessing or using the Website (hereinafter referred to singularly and collectively as “you” or possessively as “your”). The above parties may be referred to singularly as a “Party” or collectively as the “Parties”.
Please read this Agreement carefully before accessing or using the Website. You must read, agree with and accept all of the terms and conditions contained in this Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, before you are authorized to access or use any part of the Website.
This agreement applies to all purchases of products or services via the Website and contains the terms and conditions governing the transaction between you and Company, as well as information concerning rights, obligations, limitations and exclusions. If you do not agree with the terms of this Agreement, you should not access or use the Website or purchase the products or services.
Your access to or use of the Website indicates that you have read, understood and expressly consented to this Agreement and accept all of its terms.
If you do not accept all of the terms and conditions contained in this Agreement, you may not access or use the Website.
Term & Termination
This Agreement is effective immediately upon your access to or use of the Website or the publication date of any subsequent modifications, revisions or amendments. Company may, at its sole and absolute discretion, terminate or prohibit your existing or future access to or use of the Website at any time without notice.
Following termination or expiration of this Agreement, any terms or conditions of this Agreement that, expressly or by their nature survive expiration or expiration, will remain in full force and effect.
Company may cease to provide the Website, Products or any portion thereof, at any time. Company reserves the right to logout, terminate, delete or purge any account or User Information from the Website if it is inactive, as determined by Company in its sole and absolute discretion, dormant, unlawful or breaches the terms and conditions contained herein.
In the event you breach this Agreement, Company retains the sole and exclusive right to demand full payment of all costs incurred by Company and any loss of income in connection with the Products and the transactions contemplated hereby.
As part of the functionality of the Website, you may be able access and use third-party websites, products or services (each a “Third-Party Service” and, collectively, the “Third-Party Services”). Unless otherwise specified herein, any User Information or other data you provide to or store with any Third-Party Service is beyond Company’s control. Company cannot and will not be liable for any use of User Information or other data you submit to Third-Party Services.
Your relationship with Third-Party Services is governed solely and exclusively by the applicable contractual agreement between you and the respective Third-Party.
Company makes no effort to review User Information or other data transmitted to or distributed via Third-Party Services or contractual agreements you execute therewith for any purpose, including without limitation, accuracy, legality or non-infringement. Company is not responsible in any way for your interaction with any third-party or Third-Party Service.
Representations & Warranties
By using the Website, you represent and warrant that you are legally entitled to enter this Agreement. If you reside in a jurisdiction that restricts use of the Website or the ability to enter into this Agreement due to age, you must comply with such restrictions and not use the Website. Without limiting the foregoing, the Website is not available to persons under eighteen (18) years of age. By accessing or using the Website, you represent and warrant that you are at least eighteen (18) years of age and that neither you nor, if a business entity, your officers, directors, employees, agents or any associated third-parties are currently or have ever been a “Specially Designated National” or other person to whom the Website is prohibited. By using the Website, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and will comply with its terms and conditions. The Website is intended solely for your personal use and any commercial use is strictly prohibited. You may not authorize others to use your account and may not assign or otherwise transfer your account to any third-party. You agree to comply with all applicable local, state, national and international laws and regulations.
You may only access or use the Website via authorized means. It is your responsibility to ensure adequate access to the Internet and requisite capacity to use the Website. Further, it is your responsibility to ensure you have downloaded the correct and most current version of system, platform or other software necessary to use the Website. Company is not liable for incompatible connections, devices or software or erroneous versions of software containing viruses or other harmful data or instructions. Company reserves the right to terminate this Agreement should you use the Website with incompatible or unauthorized connections, devices or software.
You agree and warrant that you will not:
- use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, frame, mirror, reverse engineer or exploit the Website or Products;
- use the Website or Products to engage in fraudulent activities, unlawful purposes, nuisance, harassment or falsification;
- license, sublicense, sell, resell, transfer, assign, distribute or otherwise make the Website available to third-parties;
- breach this Agreement or those you have entered into with third-parties;
- directly or indirectly compete with Company or solicit Company’s customers, users of the Website or third-parties;
- attempt to gain unauthorized access to the Website, impair the proper operation of any network or circumvent security, safety, privacy or access limiting protocols;
- send, store or link to material containing viruses, worms, Trojan horses or other harmful source or object code, files, scripts, agents, programs or instructions;
- take any action that creates, causes or results in harm or damage to Company, the Website or Products.
Any of the foregoing is a violation of Company’s valuable and proprietary rights that may subject you to prosecution and civil damages. Company will fully investigate and prosecute any such actions to the fullest extent of the law and may involve and cooperate with law enforcement authorities.
Company owns and retains sole and exclusive ownership in the Website and all associated intellectual property rights. Contingent on your compliance with, and subject to, the terms and conditions of this Agreement, Company grants you a limited, non-transferable, non-exclusive, non-assignable, revocable license to use the Website on any computer or device that you own or control. No licenses or rights are granted to you, by implication or otherwise, to any intellectual property rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted hereunder.
The terms of the license granted to you in this Agreement will govern updates, upgrades and revisions provided by Company that replace, modify or supplement the Website, unless such update, upgrade or revision is accompanied by a separate license in which case the terms of the accompanying license will govern.
You acknowledge that Company has no obligation to monitor your access to or use of the Website or to review or edit any User Information or data you transmit to or distribute via the Website, but has the right to do so for purposes of operating the Website, ensuring your compliance with this Agreement or complying with applicable law or the order of a court, administrative agency or other governmental body. Company reserves the right, at its sole and absolute discretion, to remove or disable access to any information that Company deems to be in violation of this Agreement or otherwise harmful to Company, the Website or third-parties at any time and without notice.
By transmitting User Information or data to the Website, you grant Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such content on, through or via the Website. Pursuant to such license, Company may feature such materials in Company publications to be disseminated to other users or third-parties.
You acknowledge and agree that you are solely responsible for content you transmit to or distribute via the Website. You represent and warrant that you are either the sole and exclusive owner of all such content or have all rights, licenses, consents and releases necessary to grant a license to Company to use such content and neither the content nor the posting, uploading, publication, submission, transmittal nor Company’s use thereof will infringe, misappropriate or violate any third-party’s patent, copyright, trademark, trade secret, moral, publicity, privacy or other rights or result in the violation of applicable laws or regulations.
Company respects copyright law and will terminate, in its sole and absolute discretion, any accounts that infringe, or are believed to be infringing, the rights of copyright holders. Pursuant to the Digital Millennium Copyright Act (the “DMCA”), Company will review and promptly respond to all notices of copyright infringement. If you are a copyright holder and believe that material contained within the Website violates your intellectual property rights, please contact Company’s copyright agent at email@example.com. Any copyright notice transmitted to Company must include all of the following information: an electronic or physical signature of a person authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the material claimed to be infringing and the exact location of such material within the Website; information reasonably sufficient to permit Company to contact you, such as physical address, telephone number or email address; a statement that you have a good faith belief that use of the material in the stated manner is not authorized by the copyright owner, its agent or the law; and a statement, made under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Company and its licensors retain and own all right, title and interest, including without limitation, intellectual property rights, in the Website and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website. This Agreement is not a sale nor a license and does not convey any ownership or license rights relating to the Website or intellectual property owned by Company. The Company name, logo and product names associated with the Website are trademarks of Company and no right or license thereto is granted nor contemplated by this Agreement.
Company does not currently send communications directly to Website users, but reserves the right to do so in the future. By accepting the terms of this Agreement, you explicitly consent to receive email communications initiated by Company, including without limitation, notifications, communications informing you about potential services, promotions and new or existing features, should Company initiate any email campaigns. Company reserves the right to cancel notifications and communications at any time without notice.
You will defend, indemnify and hold Company, its officers, directors, employees, agents and any associated third-parties harmless for any losses, costs, liabilities and expenses, including reasonable attorney fees, arising out of or relating to your access to or use of the Website, including without limitation:
- your breach of this Agreement or documents incorporated by reference;
- your violation of laws or third-party rights;
- any allegation that materials you submit to Company or transmit to or distribute via the Website infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property rights of third-parties;
- any other activities in connection with your access to or use of the Website.
The foregoing indemnity will be applicable without regard to the negligence of any party, including any indemnified person, Company or third-parties with whom Company does business.
“THE TERMS, CONDITIONS AND SCOPE OF ANY WARRANTY CONCERNING THE PRODUCTS ARE CONTAINED IN A SEPARATE AGREEMENT, ARE EXCLUSIVE TO YOU AND CANNOT BE TRANSFERRED TO ANY THIRD-PARTY.
PRODUCT SIZES MAY DIFFER. COMPANY MAKES NO WARRANTY OR GUARANTEE OF CODE COMPLIANCE CONCERNING THE PRODUCTS AND WILL NOT BE LIABLE FOR ANY OTHER LEGAL OBLIGATION OR RESPONSIBILITY CONCERNING SPECIFICATIONS, THE PRODUCTS OR INSTALLATION THEREOF.
COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY, COMPLETENESS OR AVAILABILITY OF THE WEBSITE, OR PRODUCTS OFFERED THEREBY. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE OR PRODUCTS REMAINS SOLELY WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW. “
COMPANY DOES NOT REPRESENT OR WARRANT THAT:
- THE WEBSITE, PRODUCT OR ANY ACCESS OR USE THEREOF, WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR OPERATE WITH OTHER HARDWARE, APPLICATIONS, SYSTEMS OR DATA;
- ANY STORED DATA WILL BE ACCURATE OR RELIABLE;
- THE QUALITY OF ANY PRODUCT, SERVICE, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED VIA THE WEBSITE WILL MEET REQUIREMENTS OR EXPECTATIONS;
- ERRORS IN THE WEBSITE OR PRODUCT WILL BE CORRECTED; OR
- THE WEBSITE, EQUIPMENT OR SERVER THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
“THE WEBSITE AND PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF USABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
THE WEBSITE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR DAMAGES RESULTING THEREFROM.
THE INFORMATION AND DATA TRANSMITTED AND DISSEMINATED VIA THE WEBSITE, INCLUDING WITHOUT LIMITATION, TEXT, IMAGES, AUDIO, VIDEO, AUDIOVISUAL MATERIAL, PRODUCT DESCRIPTIONS, OR ANY OTHER CONTENT IN ANY MEDIA, NOW KNOWN OR LATER DEVELOPED, ARE OFFERED SOLELY AND EXCLUSIVELY FOR INFORMATIONAL, EDUCATIONAL OR ENTERTAINMENT PURPOSES. THE WEBSITE IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE PROVIDED BY A QUALIFIED PROVIDER. NEVER DISREGARD PROFESSIONAL ADVICE NOR DELAY IN SEEKING IT BECAUSE OF INFORMATION OR DATA TRANSMITTED AND DISSEMINATED VIA THE WEBSITE.
COMPANY DOES NOT ENDORSE ANY PRODUCTS, SERVICES, INFORMATION, OPINIONS OR OTHER MATERIAL OBTAINED VIA THE WEBSITE. RELIANCE ON ANY INFORMATION PROVIDED BY COMPANY, THE WEBSITE IS SOLELY AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS NOT QUALIFIED OR LICENSED TO PROVIDE PROFESSIONAL ADVICE OR CURRENT SCIENTIFIC, TECHNICAL, FINANCIAL OR MEDICAL DATA.
COMPANY IS A PARTICIPANT IN THE AMAZON SERVICES LLC ASSOCIATES PROGRAM, AN AFFILIATE ADVERTISING PROGRAM DESIGNED TO PROVIDE A MEANS FOR WEBSITES TO EARN ADVERTISING FEES BY ADVERTISING AND LINKING TO AMAZON PRODUCTS AND SERVICES. AMAZON AND THE AMAZON LOGO ARE TRADEMARKS OF AMAZON.COM, INC. COMPANY MAY BE PAID A COMMISSION FOR ITS EDITORIAL SELECTION, PLACEMENT, PUBLICATION OR LINK TO ANY PRODUCT AVAILABLE VIA THE WEBSITE. “
LIMITATION OF LIABILITY
“COMPANY WILL NOT BE LIABLE TO ANYONE FOR INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER LOSS OF ECONOMIC ADVANTAGE OR BENEFITS. COMPANY WILL NOT BE LIABLE FOR ANY LOSS, CLAIM, DAMAGES OR INJURIES WHICH MAY BE INCURRED DUE TO USE OF THE WEBSITE PR PRODUCTS, INCLUDING WITHOUT LIMITATION DAMAGES OR INJURIES ARISING OUT OF OR RELATING TO THE WEBSITE OR PRODUCTS, USE OR INABILITY TO USE THE WEBSITE OR PRODUCTS, YOUR COMMUNICATIONS, ACTIVITIES OR INTERACTIONS WITH COMPANY, OTHER USERS OF THE WEBSITE OR THIRD-PARTIES, RELIANCE ON COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING OR INFORMATION CONTAINED WITHIN THE WEBSITE OR RESULTING FROM ANY RELATIONSHIP WITH THIRD-PARTY WEBSITES, PRODUCTS, ADVERTISERS OR SPONSORS, EVEN IF COMPANY OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S LIABILITY FOR DIRECT DAMAGES BE IN EXCESS OF ONE-HUNDRED UNITED STATES DOLLARS ($100.00) IN THE AGGREGATE.
YOU HEREBY EXPRESSLY WAIVE, RELEASE AND FOREVER DISCHARGE COMPANY FROM ALL LIABILITY, CLAIMS, CAUSES OF ACTION, DAMAGES AND INJURIES ARISING OUT OF OR IN ANY WAY CONNECTED WTIH OR RESULTING FROM COMPANY, THE PRODUCTS, THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. YOU EXPRESSLY WAIVE AND RELEASE ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE OR COUNTRY), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. “
NOTICE: Company may give notice via the Website, email or written communication sent by pre-paid mail.
This Agreement may only be assigned by Company to a parent company, subsidiary, acquirer of assets or successor by merger.
You agree that any dispute, claim or controversy arising out of or relating to the Website, Products, this Agreement or the breach, termination, enforcement, interpretation or validity thereof (collectively, the “Disputes”) will be settled by binding arbitration, except that Company retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of Company’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You waive the right to participate as a plaintiff in any purported class action or representative proceeding or trial by jury. An arbitrator operating pursuant to this provision may not preside over any form of class action or representative proceeding. The provision and requirement that Disputes be settled by binding arbitration will survive termination or expiration.
Any arbitration will be conducted in the city where Company is located based solely on the basis of documents submitted to the arbitrator, unless a hearing is requested or the arbitrator determines a hearing is necessary. The arbitrator will have discretion to direct a reasonable exchange of information between the Parties concerning Disputes.
The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction. The arbitrator’s damages award must be consistent with the terms and conditions of this Agreement regarding the type and amount of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The party that prevails in arbitration will be entitled to an award of attorney fees and expenses, to the extent provided under applicable law.
No joint venture, partnership, employment or agency relationship exists between you, Company or any third-party as a result of this Agreement or your use of the Website. If any provision of this Agreement is held invalid or unenforceable, such provision will be stricken from the text and the remaining provisions will be enforced to the fullest extent of applicable law. The failure of Company to enforce any right or provision herein will not constitute a waiver of such right or provision unless explicitly acknowledged and agreed to by Company in writing. Company will not be liable for delay or failure in its performance or any damages suffered by you due to such delay or failure, caused by or resulting from, directly or indirectly, natural acts or events beyond Company’s control. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, regarding the subject matter hereof. The laws of Indiana will govern this Agreement and Disputes arising hereunder will be adjudicated in the courts therein.
April 7, 2017