Terms
of Service
The
ShareGrove World Wide Web site (the "Website")
is a copyrighted work belonging to ShareGrove, Inc. ("ShareGrove" or "Company").
ShareGrove provides an online communications service that enables you to
conduct private, online conversations among select groups of participants "Groups."
ShareGrove also enables you to use
search or other services provided by third party websites ("Third Party Services"), such as Google,
Yelp, Amazon, Facebook, or other social networking websites, web merchants,
review websites and news websites, within the Group interface. "Website Services" means the Website,
and the features and content that ShareGrove makes available on the Website,
and expressly excludes the Third Party Services.
This Terms of Service agreement ("Agreement") sets forth the legally binding terms for your use of
the Website Services. This Agreement is accepted by your accessing and/or use
of the Website Services. you may not access and/or use the Website Services or
accept the Agreement if (i) you are not of legal age to form a binding contract,
or (ii) you are prohibited by law from receiving or using the Website Services.
By accessing and/or using the Website Services, you represent and warrant that
you have the right, authority, and capacity to enter into the Agreement and to
abide by all of the terms and conditions set forth herein. If you access and/or
use the Website Services on behalf of a company, entity, or organization, you
represent and warrant that you are an authorized representative of such company,
entity, or organization with the authority to bind it to the Agreement. If you
do not agree with all provisions of this Agreement, please do not access and/or
use the Website Services.
Please review ShareGroveÕs Privacy Policy
at:
http://www.sharegrove.com/file/privacy.html.
The terms of the Privacy Policy are incorporated into,
and considered a part of, this Agreement.
1.
Accounts
1.1
ShareGrove Account. In
order to use certain features of the Website Services (e.g., creating a Group,
inviting individuals to join a Group, or creating a personal profile on the
Website), you must register for an account with ShareGrove ("ShareGrove Account") using Facebook
Connect and/or provide certain information about yourself as prompted by the
Website Services registration form. You represent and warrant that: (a) all
required registration information you submit is truthful and accurate; (b) you
will maintain the accuracy of such information; and (c) your use of the Website
Services does not violate any applicable law or regulation or the terms of this
Agreement. You may delete your ShareGrove Account at
any time, for any reason, by following the instructions on the Website.
ShareGrove may suspend or terminate your ShareGrove Account in accordance with
Section 10. Certain other features of the Website Services (e.g., joining a
Group, using Third Party Services, or posting User Content on a Group) are
available without a ShareGrove Account. You
are responsible for maintaining the confidentiality of your ShareGrove Account
login information and are fully responsible for all activities that occur under
your ShareGrove Account. You agree to immediately notify ShareGrove of any
unauthorized use, or suspected unauthorized use of your ShareGrove Account or
any other breach of security. ShareGrove cannot and will not be liable for any
loss or damage arising from your failure to comply with the above requirements.
We will protect your ShareGrove Account information in accordance with the
Privacy Policy.
1.2
Facebook Connect. If you have an active account with Facebook, you may link
your ShareGrove Account with your Facebook account by using FacebookÕs Facebook
connect feature ("Facebook Connect").
Once you have linked your ShareGrove Account with your Facebook account, you
may login to the Website with your Facebook account credential. Facebook
Connect is provided by Facebook and subject to FacebookÕs separate terms of
service. ShareGrove dose not store your Facebook Account credential.
2.
Website
Services
2.1
License. Subject
to the terms of this Agreement, ShareGrove grants you a non-transferable,
non-exclusive, license to reproduce and publicly display and perform content on
the Website and use the Website Services for your personal, noncommercial use.
2.2
Certain Restrictions. The rights granted to you in this
Agreement are subject to the following restrictions: (a) you shall not license,
sell, rent, lease, transfer, assign, distribute, host, or otherwise
commercially exploit the Website Services; (b) you shall not modify, make
derivative works of, disassemble, reverse compile or reverse engineer any part
of the Website Services; (c) you shall not access the Website Services in order
to build a similar or competitive product or service; and (d) except as
expressly stated herein, no part of the Website Services may be copied,
reproduced, distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means. Any future release, update, or other
addition to functionality of the Website Services shall be subject to the terms
of this Agreement. All copyright and other proprietary notices on any Website
content must be retained on any copies.
2.3
Modification. Company reserves the right, at any time, to modify,
suspend, or discontinue the Website Services (including access to any Third
Party Services) or any part thereof with or without notice. You agree that
Company will not be liable to you or to any third party for any modification,
suspension, or discontinuance of the Website Services or any part thereof.
2.4
Ownership.
You acknowledge that all the intellectual property rights, including
copyrights, patents, trade marks, and trade secrets, in the Website Services
(excluding any User Content) are owned by ShareGrove or ShareGroveÕs licensors.
The provision of the Website Service does not transfer to you or any third
party any rights, title or interest in or to such intellectual property rights.
Company and its suppliers reserve all rights not granted in this Agreement.
3.
User Content
3.1
"User Content" of a Website user means
any and all information and content that such user submits to a Group (or
otherwise uses with the Website Services), including by (a) uploading it to the
Group, (b) typing it in a Group, or (c) importing it into a Group from a Third
Party Service.
3.2
Groups.
The creator of a Group may invite other individuals to join the Group (by
following the instructions on the Website) and, thereafter, every member of the
Group may submit User Content to the Group. When you submit User Content into a
Group, such content will be available to all members of the Group. You agree
and acknowledge that ShareGrove cannot and does not control any Group memberÕs
use of your User Content you submit to a Group.
3.3
Responsibility for
Content. You are solely responsible for your User Content. You
assume all risks associated with use of your User Content, including any
reliance on its accuracy, completeness or usefulness by others, or any
disclosure of your User Content that makes you or any third party personally
identifiable. You hereby affirm, represent, and warrant that (i) you own, or
have the necessary licenses, rights, consents, and permissions to use, and
authorize Website users to use, your User Content as described herein and (ii)
your User Content does not violate the Acceptable Use Policy. You may not state
or imply that your User Content is in any way provided, sponsored or endorsed
by ShareGrove. Because you alone are responsible for your User Content (and not
ShareGrove), you may expose yourself to liability if, for example, your User
Content violates the Acceptable Use Policy. ShareGrove is not obligated to
backup any User Content and User Content may be deleted at anytime. You are
solely responsible for creating backup copies of your User Content if you
desire. We will protect User Content in accordance with the Privacy Policy.
3.4
License.
By using your User Content with the Website Services, you automatically grant,
and you represent and warrant that you have the right to grant, to ShareGrove
an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to
reproduce, distribute, publicly display and perform, prepare derivative works
of, incorporate into other works, and otherwise use your User Content, and to
grant sublicenses of the foregoing, solely for the purposes of including your
User Content in the Group to which such User Content was submitted. You agree
to irrevocably waive (and cause to be waived) any claims and assertions of
moral rights or attribution with respect to your User Content. [This license
exists only for as long as you elect to continue to include such User Content
in the Group and will terminate at the time you remove such User Content from
the Group.]
3.5
Feedback.
Company will treat any feedback or suggestions you provide to Company as
non-confidential and non-proprietary. Thus, in the absence of a written
agreement with Company to the contrary, you agree that you will not submit to
Company any information or ideas that you consider to be confidential or
proprietary.
4.
Acceptable Use Policy.
The following sets forth CompanyÕs "Acceptable
Use Policy":
4.1
You agree not to use the Website Services to collect,
upload, transmit, display, or distribute any User Content (a) that violates any
third-party right, including any copyright, trademark, patent, trade secret,
moral right, privacy right, right of publicity, or any other intellectual
property or proprietary right; (b) that is unlawful, harassing, abusive,
tortious, threatening, harmful, abusive, invasive of anotherÕs privacy, vulgar,
defamatory, false, intentionally misleading, trade libelous, pornographic,
obscene, patently offensive (e.g., material that promotes racism, bigotry,
hatred, or physical harm of any kind against any group or individual) or
otherwise objectionable material of any kind or nature or which is harmful to
minors in any way; or (c) in violation of any law, regulation, or obligations
or restrictions imposed by any third party.
4.2
In addition, you agree not to use the Website Services to:
(a) upload, transmit, or distribute any computer viruses, worms, or any
software intended to damage or alter a computer system or data; (b) send
unsolicited or unauthorized advertising, promotional materials, junk mail,
spam, chain letters, pyramid schemes, or any other form of duplicative or
unsolicited messages, whether commercial or otherwise; (c) harvest, collect,
gather or assemble information or data regarding other users, including e-mail
addresses, without their consent; (d) interfere with or disrupt servers or
networks connected to the Website Services or violate the regulations, policies
or procedures of such networks; (e) attempt to gain unauthorized access to the
Website Services, other computer systems or networks connected to or used
together with the Website Services, through password mining or other means; or
(f) harass or interfere with another userÕs use and enjoyment of the Website
Services.
5.
Enforcement by Us. We have the right (but not the
obligation) to review any User Content that is used with the Website Services
and delete (or modify) any User Content that in our sole judgment violates this
Agreement, is used in a way that in our sole judgment would violate this
Agreement, or may otherwise violate the rights, harm, or threaten the safety of
any user or any other person, or create liability for us or any user. We
reserve the right (but have no obligation under this Agreement) to investigate
and/or take appropriate action, including legal action, in our sole discretion
against you if you violate this provision or any other provision of this
Agreement, including removing your User Content from the Website Services (or
modifying it), terminating your ShareGrove Account in accordance with Section 10,
and/or reporting you to law enforcement authorities. In order to cooperate with
legitimate governmental requests, subpoenas or court orders, to protect our
systems and customers, or to ensure the integrity and operation of our business
and systems, we may access and disclose any information consider necessary or
appropriate, including your ShareGrove Account username and password, IP
address and traffic information, usage history, and
your User Content.
6.
Third Party Items and
Other Users
6.1
Third-Party Items. The
Website might contain Third Party Services, advertisements provided by
third-party websites, and links to third-party websites, (collectively, "Third-Party Items"). For example, the
Website may allow you to access GoogleÕs search services, aggregate the results
of such search, and provide you links to third-party websites within the search
results. Such Third-Party Items are not under the control of ShareGrove.
ShareGrove is not responsible for any Third-Party Items. ShareGrove provides
these Third-Party Items only as a convenience and does not review, approve,
monitor, endorse, warrant, or make any representations with respect to
Third-Party Items. You use all Third-Party Items at your own risk. When you use
a Third Party Service, interact with a third-party advertisement, or link to a
third-party website, the applicable service providerÕs terms and policies,
including privacy and data gathering practices govern. You should make whatever
investigation you feel necessary or appropriate before proceeding with any
transaction with any third party.
6.2
Other Users. Each
Website user is solely responsible for any and all its User Content. Because we
do not control User Content, you acknowledge and agree that we are not
responsible for any User Content and we make no guarantees regarding the
accuracy, currency, suitability, or quality of any User Content, and we assume
no responsibility for any User Content. Your interactions with other Website
users are solely between you and such user. You agree that ShareGrove will not
be responsible for any loss or damage incurred as the result of any such
interactions. If there is a dispute between you and any Website user, we are
under no obligation to become involved.
6.3
Release. You
hereby release us, our officers, employees, agents and successors from claims,
demands any and all losses, damages, rights, claims, and actions of any kind
including personal injuries, death, and property damage, that is either
directly or indirectly related to or arises from any interactions with or
conduct of other Website users or Third-Party Items. IF YOU ARE A CALIFORNIA
RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "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.".
7.
Disclaimers
The Website
Services are provided "As-Is" and as available and we expressly disclaim
any warranties and conditions of any kind, whether express or implied, including
the warranties or conditions of merchantability, fitness for a particular
purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no
warranty that the Website Services: (a) will meet your requirements; (b) will
be available on an uninterrupted, timely, secure, or error-free basis; or (c) will
be accurate, reliable, complete, legal, or safe. We make no warranty regarding
the Third-Party Items.
Some
jurisdictions do not allow the exclusion of implied warranties, so the above
exclusion may not apply to you.
8.
Limitation on Liability
In no event
shall we be liable to you or any third party for any lost profit or any indirect,
consequential, exemplary, incidental, special or punitive damages arising from
your use of the Website Services or Third-Party Items, even if we have been
advised of the possibility of such damages. Access to, and use of, the Website Services
and Third-Party Items are at your own discretion and risk, and you will be solely
responsible for any damage to your computer system or loss of data resulting therefrom.
Notwithstanding anything to the contrary contained herein, our liability to you
for any damages arising from or related to this Agreement (for any cause whatsoever
and regardless of the form of the action), will at all times be limited to Fifty
us dollars ($50).
Some
jurisdictions do not allow the limitation or exclusion of liability for incidental
of consequential damages, so the above limitation or exclusion may not apply to
you and you may also have other legal rights that vary from jurisdiction to
jurisdiction.
9.
Indemnity. You agree to indemnify and hold
ShareGrove, its parents, subsidiaries, affiliates, any related companies, its
suppliers, licensors and partners, and the
officers, directors, employees, agents and representatives of each of them
harmless, including costs and attorneysÕ fees, from any claim or demand made by
any third party due to or arising out of (i) your use of the Website Services,
(ii) your use of any Third Party Item, (iii) your User Content, or (iv) your
violation of this Agreement. ShareGrove reserves the right, at your expense, to
assume the exclusive defense and control of any matter for which you are
required to indemnify us and you agree to cooperate with our defense of these
claims. You agree not to settle any matter without the prior written consent of
ShareGrove. ShareGrove will use reasonable efforts to notify you of any such
claim, action or proceeding upon becoming aware of it.
10.
Term and Termination. Subject to this Section, this
Agreement will remain in full force and effect while you use the Website
Services. We may (a) suspend your rights to use the
Website Services (including your ShareGrove Account) or (b) terminate this
Agreement, at any time for any reason at our sole discretion, including for any
use of the Website Services in violation of this Agreement or if we believe you
are younger than thirteen (13). Upon termination of this Agreement, your
ShareGrove Account and right to access and use the Website Services will
terminate immediately. You understand that any termination of your ShareGrove
Account involves deletion of your User Content associated therewith from our
live databases. ShareGrove will not have any liability whatsoever to you for
any termination of this Agreement, including for termination of your ShareGrove
Account or deletion of your User Content. Even after this Agreement is
terminated, the following provisions of this Agreement will remain in effect:
Sections 2.2 – 2.4 and 3 –12.
11.
Copyright Policy. ShareGrove respects the
intellectual property of others and asks that users of our services do the
same. In connection with our services, we have adopted and implemented a policy
respecting copyright law that provides for the removal of any infringing
materials and for the termination, in appropriate circumstances, of users of
our online services who are repeat infringers of intellectual property rights,
including copyrights. If you believe that one of our users is, through the use
of our services, unlawfully infringing the copyright(s) in a work, and wish to have
the allegedly infringing material removed, the following information in the
form of a written notification (pursuant to 17 U.S.C. ¤ 512(c)) must be
provided to our designated Copyright Agent:
1.
your
physical or electronic signature;
2.
identification
of the copyrighted work(s) that you claim to have been infringed;
3.
identification
of the material on our services that you claim is infringing and that you
request us to remove;
4.
sufficient
information to permit us to locate such material;
5.
your
address, telephone number, and e-mail address;
6.
a
statement that you have a good faith belief that use of the objectionable
material is not authorized by the copyright owner, its agent, or under the law;
and
7.
a
statement that the information in the notification is accurate, and under
penalty of perjury, that you are either the owner of the copyright that has
allegedly been infringed or that you are authorized to act on behalf of the
copyright owner.
Please note that,
pursuant to 17 U.S.C. ¤ 512(f), any misrepresentation of material fact
(falsities) in a written notification automatically subjects the complaining
party to liability for any damages, costs and attorneyÕs fees incurred by us in
connection with the written notification and allegation of copyright
infringement.
The designated
Copyright Agent for ShareGrove is:
ShareGrove, Inc.
Attn: Compliance
Manager
4 West 4th
Ave. Suite 402
San Mateo, CA 94402
Telephone:
(650-331-7251)
E-mail:
copyright@sharegrove.com
12.
General
12.1
Changes to Terms of Service. This Agreement is
subject to occasional revision, and if we make any substantial changes, we may
notify you by sending you an e-mail to the last e-mail address you provided to
us (if any) and/or by prominently posting notice of the changes on our Website.
Any material changes to this agreement will be effective upon the earlier of
thirty (30) calendar days following our dispatch of an e-mail notice to you (if
applicable) or thirty (30) calendar days following our posting of notice of the
changes on our Website. These changes will be effective immediately for new
users of our Website. You are responsible for providing us with your most
current e-mail address. In the event that the last e-mail address that you have
provided us is not valid, or for any reason is not capable of delivering to you
the notice described above, our dispatch of the e-mail containing such notice
will nonetheless constitute effective notice of the changes described in the
notice. Continued use of our Website following notice of such changes shall
indicate your acknowledgement of such changes and agreement to be bound by the
terms and conditions of such changes.
12.2
U.S. Export Controls.
No software may be downloaded from the Website Services or otherwise exported
or re-exported in violation of U.S. export laws. By downloading or using any
software, you represent and warrant that such download or use is not in
violation of any such law.
12.3
Dispute Resolution.
If you believe that Company has not adhered to this Agreement, please contact
Company by e-mailing us at: resolution@sharegrove.com. We will do our best to
address your concerns. If you feel that your complaint has been addressed
incompletely, we invite you to let us know for further investigation.
12.4
Governing Law. This
Agreement shall be governed by the laws of the State of California without
giving effect to any conflict of laws principles that may provide the
application of the law of another jurisdiction. You agree to submit to the personal
jurisdiction of the state courts and federal courts located within Santa Clara
County, California for the purpose of litigating all such claims or disputes.
Notwithstanding the foregoing, we may seek injunctive or other equitable relief
to protect its intellectual property rights in any court of competent
jurisdiction.
12.5
Entire Agreement.
This Agreement (which includes the Privacy Policy and any other rules posted on
the Website) constitutes the entire agreement between you and us regarding the
use of the Website Services. Our failure to exercise or enforce any right or
provision of this Agreement shall not operate as a waiver of such right or
provision. The section titles in this Agreement are for convenience only and
have no legal or contractual effect. The word including means including without
limitation. If any provision of this Agreement is, for any reason, held to be
invalid or unenforceable, the other provisions of this Agreement will be
unimpaired and the invalid or unenforceable provision will be deemed modified
so that it is valid and enforceable to the maximum extent permitted by law.
Your relationship to ShareGrove is that of an independent contractor, and
neither party is an agent or partner of the other. This Agreement, and your
rights and obligations herein, may not be assigned, subcontracted, delegated,
or otherwise transferred by you without ShareGroveÕs prior written consent, and
any attempted assignment, subcontract, delegation, or transfer in violation of
the foregoing will be null and void. The terms of this Agreement shall be
binding upon assignees.
12.6
Copyright/Trademark
Information. Copyright © 2009, ShareGrove. All
rights reserved. All trademarks, logos and
service marks ("Marks") displayed on
the Website Services are our property or the property of other third parties.
You are not permitted to use these Marks without our prior written consent or
the consent of such third party, which may own the Marks.