USE AND LICENSE AGREEMENT
This Use and License Agreement (“Agreement”) is made and entered into by and between Good To Go Media, LLC, an Idaho limited liability company, headquartered at 4481 N Dresden Place, Garden City, Idaho 83714, and its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”, “us”, “our”, “we”, “ourselves” and terms of similar meaning) and you, as the person or other legal entity (“you”, “your”, “yourself” and terms of similar meaning) who wishes to use, interact, browse, participate, register, submit, or view (“use” and “using”) this website and its applications, services, resources, content, media, etc. (together, the “Site”). In this Agreement, the term “User” is employed to describe a person who uses the Site, whether or not such User may also submits content, participate in site discussions, registers an account directly with the site, or registers an account through a third party in order to participate in discussions about site content.
This Agreement consists of these terms and conditions, and any other terms incorporated in these terms and conditions by reference, and any information that you provide to us as part of our registration processes. By using the Site in any way you enter into and are bound by this Agreement.
If you are under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it and your use of the Site constitutes your representation that you have done so and obtained your parent or guardian’s consent to enter into this Agreement, and that your parent or guardian has also entered into this Agreement.
You enter this Agreement in consideration of your use of the Site. You expressly acknowledge and agree that this consideration is sufficient and adequate to you and that you shall have no right to challenge this Agreement for lack of consideration regardless of whether or not the Content is actually used or published by Company at any time or for any duration.
- Acceptance and Amendment of Terms
- Except as expressly permitted on the Site, the Site is for personal and non-commercial use only, and may not be used for any purpose not expressly permitted by this Agreement. In addition, you may not reproduce, copy, duplicate, sell or resell any part of the Site.
- Your use of the Site is entirely conditioned on and subject to your compliance with this Agreement. If you do not agree with this Agreement, you should leave the Site and discontinue use of the Site immediately. Please read this Agreement carefully and save it.
- You may not change, supplement or amend this Agreement in any manner. Company may unilaterally amend or supplement this Agreement from time to time. Company will notify you of any amendments at the email address you provide to us on registration, or we will post a notice visible to you the next time you access the Site and we will give you the opportunity to terminate this Agreement if you do not agree with such amendments. If you do not agree with the amendments you must cease use of the Site. Your use of the Site after notice of an amendment to the Agreement is your agreement to that amendment. Please note that it is your responsibility to keep your registration information with us, including your email address for notification purposes, up-to-date. Any such amendments that amend the licenses provided in this Agreement shall amend any licenses granted before the amendment takes effect, as well as any granted after the amendment takes effect. These terms shall always bear a “last updated” date at the top of the page showing the date on which they were last updated.
- User Conduct
- You are responsible for any activity that occurs under your screen name. You may not permit any other persons or entities to use or interact with the Site using your screen name and you are responsible for any activity that occurs under your screen name by such unauthorized users.
- You are responsible for maintaining the confidentiality of any personal or personally identifiable data you upload and store on the Site to the extent possible and are responsible for complying with all applicable laws governing collection, storage, processing, use and transfer of such information.
- You are solely responsible for your conduct on the Site, and are solely liable for any content which you submit, post, publish, or otherwise cause to be transmitted or displayed on the Site, which includes, without limitation, any writing, composition, article, essay, report, post, comment, sub-comment, reply, statement, message, letter, note, statement, story, narration, summary, manuscript, manual, text, document, drawing, design, graphic, photograph, image, video, broadcast, publication, audio track, file, computer file, media, opinion, idea, intellectual property, and moral property of any kind, and the arrangement or combination thereof, and any derivative thereof, whether or not otherwise legally protectable (collectively, “User Content”), that you contribute to the Site which may be Prohibited User Content as defined hereinafter.
- “Prohibited User Content” shall mean any User Content which, or which Company reasonably believes is abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, encourages conduct that would violate or violates any law, harassing, hateful, racially or ethnically offensive, or otherwise inappropriate, including, without limitation, User Content which:
- Has the purpose, intention, or effect of abusing, harassing, threatening, impersonating, intimidating, assaulting, or intentionally harming any persons or entities, including without limitation, You, other Users, Company, and any other persons or entities;
- Is illegal or has the purpose, intention, or effect of inciting, aiding, abetting, encouraging, advocating, or facilitating illegal activity;
- Contains viruses, malware, spyware, ransomware, worms, corrupt files, Trojan horses or other forms of corruptive code, or any other content which may compromise the Site, its Users, and Company;
- Violates or otherwise encroaches on the rights of others;
- Comprises material that is copyrighted or protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless express written permission of the owner is obtained to use the material and to grant all of the license rights granted herein;
- Disclosing or having the purpose, intention, or effect of disclosing or collecting any personally-identifying information of any persons or entities, including without limitation, You, other Users, Company, and any other persons or entities; or
- Provides a link to any of the above.
- Company has the sole discretion to determine whether User Content is Prohibited User Content, and any User Content submitted to the Service may be subject to examination from time to time. Although Company does not and will not examine or otherwise review all User Content submitted or transmitted to the Site, Company may delete, move, and edit User Content for any reason, at any time, without notice. Company in no way guarantees the accuracy, non-infringement, quality or appropriateness of User Content available through the Service. Company assumes no liability or responsibility whatsoever for any User Content or Prohibited User Content, irrespective of whether Company elects to delete, move, or edit such User Content and Prohibited User Content.
- You may not use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to the Site servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser in ordinary and customary usage
- Any breach or non-compliance of any of these User Conduct terms will entitle Company to immediately and without notice block you from any further use of the Site.
- Content License Agreement
- Grant of License. Therefore, by contributing User Content to the Site or creating it on the Site you automatically grant to Company an irrevocable and perpetual (except as set forth in this Agreement), non-exclusive, transferable, fully-paid, royalty-free, worldwide license, by ourselves or with others, to use, copy, distribute, publicly perform, publicly display, print, publish, republish, excerpt (in whole or in part), reformat, translate, modify, revise and incorporate into other works, that User Content and any works derived from that User Content, in any form of media or expression, in the manner in which the Site from time to time permits User Content to be used, and to license or permit others to do so.
This license also grants us the right to sublicense that User Content to other Users to permit their use of that User Content in the manner in which the Site from time to time permits User Content to be used.
- You shall retain all rights with respect to the User Content which are not expressly granted to Company herein and you may exercise, sell, license, or otherwise dispose of such rights at any time.
- Automatic Renewal. Company may, from time to time, change the manner in which User Content can be used by the Site, and if Company does so, any license you have granted to us under Section 3 shall automatically be extended to such new uses.
- Promotional Use. You agree to grant and hereby do grant to Company, for the duration of the Term (as defined in Section 3.6 below), the right to use Author’s name, biographical information, likeness, pseudonym and/or image in connection with authorized uses of the User Content, and you further agree to supply such information upon written request by the Company to the extent not already provided pursuant to Section 2.1 herein.
- Credit, Attribution and Linking. Company shall give you credit in connection with the use of the User Content by identifying you in conjunction with the User Content as displayed on the Site.
- Transfer of Rights. The licenses granted by you to Company herein shall pass with any transfer by you of the ownership or copyright in such content.
- Term. The term of the license(s) granted pursuant to this Agreement (the “Term”) shall commence at and upon the date and time which you submit or otherwise transmit the User Content to the Company or the Site and will continue until such time as Company determines, in its sole discretion, to remove the User Content .
- Termination of License. You may, at any time, on written notice to us, terminate your use of the Site and this Agreement, and upon such termination your license to us and our sublicenses to others shall also terminate, provided that after such termination that license and those sublicenses will continue with respect to any Permitted Use of your User Content that commenced prior to the effective time of the termination, until that Permitted Use ceases. A “Permitted Use” is any use of User Content permitted by this Agreement or the Site. For example, if at the time of your termination any User Content you have contributed to the Site is used by Company, or has been printed by a User for their personal use, or is used by Company in promotional materials, those uses may continue until they cease. In particular, if at the time of your termination your User Content has been sublicensed by us to a third party for publication and distribution in print, that sublicense, printing, distribution and sale of printed materials may continue until it terminates according to the terms of our agreement with the third party, and all such printed materials have been sold. Also, if you choose to terminate, we may retain a copy of the applicable User Content for archival purposes. Finally, if your use of the Site or this Agreement terminates for any reason, or User Content is removed from the Site, your license hereunder to use the User Content or the removed User Content, as the case may be, terminates immediately.
- No Employment, No Compensation. During the Term, Company shall have use of the User Content on a royalty-free basis. Nothing in this Agreement shall be construed to create any employer-employee relationship between you and the company and the Company shall under no circumstances be obligated to compensate you in any way for the User Content or any of your other activities on the Site.
- Proprietary Rights Retained by Company. Company shall be the sole owner of all intellectual property rights in the Site and all materials relating to the Site other than the User Content, including, without limitation, the Site, and all text, images, marks, logos and other content contained therein, including, without limitation, our logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (the “Proprietary Content”). The Proprietary Content of Company and its licensors are protected by United States and international copyright laws. All rights to the Proprietary Content are expressly reserved, and no right to any Proprietary Content on the Site is granted to you.
- You have a limited right, for the Term of and subject to this Agreement, to use Proprietary Content provided on the Site (i) only in connection with and during your use of the Site in accordance with this Agreement, (ii) only for the purpose for which, and in the manner in which, the Site makes such Proprietary Content available and, unless the Site expressly permits other uses, only for personal, non-commercial use, and (iii) only on payment therefor as required by the Site. This right is not exclusive or transferable, and may be terminated at any time by Company.
- Third Parties and Other Users
- Third Party Content. Content created by third parties, including, without limitation, other Users, is made available to you through the Site. You agree that Company is not responsible for any such content, including information about third party products or services; that Company makes no guarantees about the accuracy, currency, suitability, or quality of such content; and that Company assumes no responsibility for unintended, objectionable, infringing, inaccurate, misleading, or unlawful Content made available by other Users, advertisers, and third parties.
- Responsibility. Your interactions with other Users or third parties, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User or third party. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions and dealings listed in this section or with respect to any other User’s use or disclosure of your personally identifiable information. If there is a dispute between you and any third party (including any User) in relation to the use of the Site, we are under no obligation to become involved; however, Company reserves the right to monitor disputes between you and other Users. You hereby release Company and Company Parties from all claims, demands, losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that are either directly or indirectly related to or arise from any interactions with other Users or their Content or any third party through or in relation to the Site.
- Indemnity. You agree to indemnify and hold harmless Company and the Company Parties from any damage, liability, cost, expense, loss, claim or demand (collectively, “Losses”) including reasonable attorneys’ fees and costs, due to or arising out of your use of the Site, including your breach of this Agreement, and including also any claims that User Content provided by you to Company or Users infringes the intellectual property or other rights of any third party.
- Company is not responsible or liable in any manner for any content posted by third parties on the Site or available from third parties in connection with the Site. Company is not responsible for and expressly disclaims responsibility for what Users do, post, transmit or share on the Site.
- Under no circumstances will Company be responsible for any loss or damage, including any loss or damage to any User Content, or for personal injury or death, resulting from anyone’s use of the Site, any content including User Content posted on or through the Site, or any interactions between Users of the Site, whether online or offline.
- Company expressly disclaims all warranties of any kind, whether express or implied, including such warranties as may be applicable under Sale of Goods legislation or other statutes, and including but not limited to the implied warranties of merchantability, fitness for a particular purpose, performance and non-infringement, or of availability or results. Company does not warrant that (i) the Site will meet your specific requirements or needs, (ii) the Site will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Site will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Site will meet your expectations, and (v) any errors in the Site or any software will be corrected.
- Limitation of Liability
- In no event will the Company or Company Parties be liable to you for any indirect, consequential, exemplary, incidental, special, aggravated, exemplary or punitive damages, or damages for loss of profits, goodwill, use, data or other intangible losses, whether arising out of contract, tort, negligence (including strict liability), warranty, indemnity or otherwise, arising from your use of the Site, or any of the content or materials thereon, accessed through or downloaded from the Site, even if the Company and Company Parties are aware or have been advised of the possibility of such damages.
- Notwithstanding anything to the contrary contained in this Agreement, Company’s and Company Parties’ maximum aggregate liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to Company for the Site. You acknowledge that if no fees are paid by you to Company for or in relation to your use of the Site, you shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from the Company and Company Parties, regardless of the cause of action.
- Electronic Communications. The communications between you and Company use electronic means, whether you visit the Site or send Company emails, or whether Company posts notices on or through the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your statutory rights.
- This Agreement continues until terminated by either Company or you. Company reserves the right to refuse access to the Site to any person at any time for any reason, or for no reason, in its sole discretion.
- Company may terminate this Agreement, delete your account and any User Content or information that you have posted on the Site or and/or prohibit you from using or accessing the Site (or any portion, aspect or feature of the Service or the Site) for any reason, or no reason, at any time in its sole discretion, with or without notice. If we terminate your account or this Agreement, our license to your User Content shall continue as described in Section 3, and its subparts, of this Agreement.
- If you terminate this Agreement, the effective time of termination is the later of the effective time you specify in your notice and a reasonable period of time, not less than 30 days, after we receive your written notice. Notices are automatically sent to us when you delete your Site account or User Content. After termination of your license to us with respect to all of the User Content you contribute to the Site or termination of your account, you may no longer have access to your account and all information contained therein may be deleted.
- Governing Law; Jurisdiction; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Should either of the Parties institute legal suit or action for enforcement of any obligation contained herein, it is agreed that the venue of such suit or action shall be in Ada County, Idaho, and that the Courts of Idaho shall have personal and subject matter jurisdiction over all parties and issues.
- No Relationship. This Agreement creates no relationship between you and Company. You are not an employee, agent, partner, joint venture, franchisee, or independent contractor of the Company.
- No Assignment. You may not transfer or assign your rights and obligations under this Agreement. Company may without notice or consent assign its rights and obligations under this Agreement.
- Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible, given the fundamental intentions of the parties when entering into this Agreement. To the extent such provision cannot be so enforced, it will be stricken from this Agreement and the remainder of this Agreement will be enforced as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.
- Amendment and Waiver. This Agreement may be amended by the Company from time to time. No amendment or waiver of, or modification of any obligation under, this Agreement will be enforceable unless specifically set forth in a writing signed by the party against which enforcement is sought. A waiver by either party of any of the terms and conditions of this Agreement in any instance will not be deemed or construed to be a waiver of such term or condition with respect to any other instance, whether prior, concurrent or subsequent.
Paragraph Headings. The paragraph headings used in this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement.