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Ask Your Peer, LLC

 

Terms of Use Agreement

 

This Terms of Use Agreement (“Agreement”) is made by and between Ask Your Peer, LLC (“AYP”, “our”, “us” or “we”), a Delaware limited liability company and you the user (“you”, “your” or “User”).

 

1. AGREEMENT TO BE BOUND. This Agreement (and all documents referred to herein) contains the complete terms and conditions that govern the use of all AYP websites and applications (including, without limitation, www.askurpeer.com) (“website” or “websites” or “site”). BY CLICKING THE “I AGREE” BUTTON BELOW OR BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OF THIS WEBSITE, OR OTHER AYP SOFTWARE, APPLICATIONS, SERVICES, WEBSITES OR CONTENT (COLLECTIVELY “SERVICE” OR “SERVICES”), YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.

 

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEBSITE. AYP RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT AYP’s DISCRETION, FROM TIME TO TIME. CONTINUED USE OF ANY PART OF THIS WEBSITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

 

2. ACCESS TO THIS SITE. To access this site, site resources, links or other content, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide will be correct, current, and complete. If AYP believes the information you provide is not correct, current, complete, or is designed to mislead or be used for any improper purpose, AYP has the right to deny access to the site, or to any of its resources or Services, and to terminate or suspend your access at any time.

 

3. YOUR ACCOUNT. You will keep your password a secret. You will not share an account with anyone else and will follow our rules and the law.

 

Members are account holders. You agree to: (1) use reasonable efforts to choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account and (4) follow the law, this Agreement and our Professional Community Policies which appears on our site. We reserve the right to amend our Professional Community Policies, with or without notice, at our discretion, from time to time. You are solely responsible for anything that happens through your account. As between you and others (including your employer), your account belongs to you regardless as to whether or not the Services were purchased by another party for you to use.

 

4. APPLICABLE USE OF SITE. You may use our site ONLY for purposes expressly permitted by us. As a condition of your use of AYP’s websites, you warrant to AYP that you will not use the websites for any purpose that is unlawful or prohibited by the Agreement.

 

5. NO CO-BRANDING OR FRAMING. You may not use or authorize any party to co-brand, or frame any AYP websites without the express prior written permission of an authorized representative of AYP. For purposes of the Agreement, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute our site or content accessible within our site. For purposes of this Agreement, “framing” refers to displaying any AYP webpage within a bordered area of another website, regardless of whether the address of the originating AYP website is visible. Furthermore, you agree to cease any unauthorized co-branding or framing immediately, upon notice from AYP.

 

6. NO UNLAWFUL ACCESS. In addition, you agree that you will not use AYP’s websites in any manner that could in any way disable, overburden, damage, or impair the websites or otherwise interfere with any other party’s use and enjoyment of the websites. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through authorized use of the websites.

 

7. PERSONAL AND NON-COMMERCIAL USE LIMITATION. AYP’s websites are for your personal and non-commercial use, unless otherwise specified. You may not use any AYP site for any other purpose, including any commercial purpose, without the prior express written permission of an authorized representative of AYP. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, sell or otherwise infringe on any intellectual property rights related to any information, content, software, products or services obtained from or otherwise connected to AYP’s websites.

 

8. PROPRIETARY INFORMATION. All content found on the AYP websites (the “Content”) is considered the copyrighted and trademarked intellectual property of the party that created and/or licensed the Content. No rights or title to any of the works contained on any AYP website shall be considered transferred or assigned to the User. You agree that you will not copy, distribute, republish, modify, create derivative works from, or otherwise use the Content in any way, without the prior written consent of the holder of the intellectual property thereof or as may otherwise be permitted by law.

 

9. SUBMISSIONS. You hereby grant to AYP a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all Content, remarks, suggestions, ideas, graphics, or other information communicated by you to AYP through the site (hereinafter, the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. You agree that AYP will not be bound to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future AYP operations or business.

 

10. HYPERLINKING. The site may be hyperlinked to and by other websites which are not maintained by, or related to, AYP. Hyperlinks to such sites are provided as a convenience to Users and are not sponsored by, endorsed or otherwise affiliated with the site or AYP. AYP has not reviewed any or all of such sites and is not responsible for the content of any linking sites, and any links made directly from a AYP website to another web page should be accessed at the User’s own risk. AYP makes no representations or warranties about the content, completeness, quality, accuracy, decency, legality or safety of any such website and we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

 

11. USE OF COMMUNICATION SERVICES. AYP’s websites may contain forums, bulletin board services, chat areas, message boards, news feeds, news groups, communities, personal web pages, calendars, and/or other message or communication facilities designed to allow you to communicate with the Internet community or with a group (collectively, “Communications Services”). You agree to use the Communication Services only to post, send and receive messages and content that are considered proper and related to the particular Communication Service. Among other actions, when using a Communication Service, you agree that you will not post, send, submit, publish, or transmit in connection with this site, or cause to be posted, sent, submitted, published or transmitted, any material that: you do not have the right to post, including any proprietary material of any third party protected by intellectual property laws (or by rights of privacy or publicity) or any protected health information (PHI) as defined by applicable law; advocates illegal activity, discusses an intent to commit an illegal act or violates any law; is vulgar, obscene, pornographic, or indecent; threatens or abuses others; is libelous or defamatory towards others; is racist, abusive, harassing, threatening or offensive; seeks to exploit or harm children by exposing them to inappropriate content, or asking for personally identifiable details or information; harvests or otherwise collects information about others, including e-mail addresses, without their consent; impersonates or misrepresents your connection to any other entity or person or otherwise manipulates or forges headers or identifiers to disguise the origin of content; falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissible uploaded (e.g., copyright, trademark or patent notices); advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site; solicits funds, advertisers or sponsors for any purpose; includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications device; disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real-time activities via this site; amounts to a pyramid or other like scheme, including contests, chain letters, and surveys; disobeys any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of this site or any networks connected to this site; or contains hyperlinks to other sites that contain content that falls within the scope of this Section. You acknowledge that any materials uploaded to AYP websites may be subject to posted limits on use, reproduction and/or dissemination and you are responsible for abiding by such limitations with respect to your submissions, including any downloaded materials. Notwithstanding anything contained herein, you remain solely responsible for the content of your Submissions. You acknowledge and agree that neither AYP nor any third party that provides Content to AYP will assume or have any liability for any action made by AYP or such third party with respect to any Submission. WE ARE NOT OBLIGATED TO PUBLISH ANY INFORMATION OR CONTENT ON OUR SERVICE AND CAN REMOVE IT IN OUR SOLE DISCRETION, WITH OR WITHOUT NOTICE. WITH RESPECT TO ANY SUBMISSION, YOU REMAIN SOLELY RESPONSIBLE TO COMPLY WITH APPLICABLE PRIVACY AND OTHER LAWS INCLUDING, WITHOUT LIMITATION, THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA)

 

12. SHARING. When you share information on our Service, others can see, copy and use that information.  Our Services allow messaging and sharing of information in many ways, such as your profile, slide decks, links to news articles, job postings, blogs and Content. Information and Content that you share or post may be seen by other users, visitors or others (including off of the Services). Where we have made settings available, we will make reasonable efforts to honor the choices you make about who can see Content or information but we cannot guarantee that our efforts will be successful.  YOU SHOULD ALWAYS USE CAUTION WHEN DECIDING TO DISCLOSE YOUR PERSONAL INFORMATION OR CONTENT ON OUR SERVICE.

 

13. RESPONSIBILITY FOR USE OF OUR SERVICES. You understand and agree that you are solely responsible for your actions and decisions to use, communicate and interact with other people through our Services. You understand that AYP does not perform any verification or vetting of users, opinions, advice, statements or Content on our site and you understand and agree that you assume all responsibility for your use or reliance on such information or Content and we are not responsible for any loss resulting from your reliance on such information.

 

14. NOTICES AND MESSAGES. You agree that we may provide you with notices and messages to you through our Service.

 

15. ADVERTISEMENTS AND PROMOTIONS. From time to time, the site may include advertisements or promotions offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the site at your own risk. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the advertiser or promoter. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.  Such advertisements or promotions are not sponsored by, endorsed or otherwise affiliated with the site or AYP. AYP makes no representation or warranties concerning such goods or services and we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

 

16. RIGHT TO TERMINATE ACCESS. AYP reserves the right to monitor use of the site and Services to determine compliance with this Agreement, as well as the right to edit, refuse to post or remove any Content, information or materials, in whole or in part, at its sole discretion. AYP reserves the right to terminate your access to any or all of the Service at any time without notice for any reason whatsoever. Notwithstanding the foregoing, you remain solely responsible for your use of any Content or information contained on the site.

 

17. DISCLOSURE UNDER LAW. AYP reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.

 

18. PERSONALLY IDENTIFIABLE INFORMATION. AYP cautions you against giving out any personally identifying information about yourself or your children in any Communication Service. AYP will treat any personally identifying information that you submit through this site in accordance with the terms outlined in our Privacy and Cookie Policy which is herein incorporated by this reference.

 

19. DISCLAIMER & LIMITATIONS ON LIABILITY. You understand that AYP cannot and does not guarantee or warrant that files or Content available for downloading from the AYP websites will be free of viruses, worms, Trojan horses or other code that may cause damage or harm to your computer(s) or network(s). You acknowledge that you will be solely responsible for implementing sufficient procedures and checkpoints to protect your computer(s) and network(s), and that you will maintain adequate means of backup of your personal data, external to this website. AYP further disclaims any responsibility to ensure that the Content located on its websites is necessarily complete and up-to-date.

 

YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. AYP DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. AYP DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON ANY AYP WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AYP DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF ANY CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE USER ACKNOWLEDGES THAT THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND AYP MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITE, THE SERVICES OR ITS CONTENT. AYP MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

 

AYP, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, MANAGERS, MEMBERS, OFFICERS, AND DIRECTORS (AND ANY PROFESSIONAL ADVISERS OF ANY OF THEM) WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF AYP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF AYP AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, MANAGERS, MEMBERS, OFFICERS, AND DIRECTORS (AND ANY PROFESSIONAL ADVISERS OF ANY OF THEM), REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE GREATER OF $100.00 OR THE AMOUNT YOU HAVE PAID TO AYP FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

 

20. INDEMNITY. You agree to indemnify and hold AYP, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, managers, members, directors, and contractors (the Indemnified Parties) harmless from any breach of this Agreement by you, including any use of Content other than as expressly authorized in this Agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from the site or Servises.

 

21.TRADEMARKS AND COPYRIGHTS. Trademarks, service marks, logos, and copyrighted works (hereinafter, “intellectual property”) appearing in this site are the property of AYP or the party that provided the intellectual property to AYP. AYP and any party that provides intellectual property to AYP retain all rights with respect to any of their respective intellectual property appearing in this site. All contents of AYP’s websites are: Copyright or Trade Marks of Ask Your Peer, LLC. All rights reserved.

 

22. COPYRIGHT INFRINGEMENT. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide AYP’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying AYP and its affiliates that your copyrighted material has been infringed. Please include the following:

a)     An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest:

b)     A description of the copyrighted work that you claim has been infringed upon;

c)     A description of where the material that you claim is infringing is located on the site, including the current website address;

d)     Your address, telephone number, and e-mail address;

e)     A statement by you that you have a good-faith belief that the disputed use is unauthorized by the copyright owner, its agent, or the law;

f)      A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

g)     AYP’s Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:

 

Copyright Agent:

Ask Your Peer, LLC

Attn: Copyright Agent

Send via email to: support@askurpeer.com

 

23. SECURITY. Any passwords used for this site are for individual use only. You will be responsible for the security of your password(s). From time to time, AYP may require that you change your password. You are prohibited from using any Services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, AYP reserves the right to release your account details to system administrators at other websites and/or the authorities in order to assist them in resolving security incidents. AYP reserves the right to investigate suspected violations of this Agreement. AYP reserves the right to fully cooperate with any outside contractors or security professionals, law enforcement authorities or court orders requesting or directing AYP to disclose the identity of anyone posting any messages, or publishing or otherwise making available any materials or Contact or otherwise using our Service who are believed to violate this Agreement.

 

BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS AND AGREE TO HOLD AYP HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY AYP DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER AYP (OR THOSE ON ITS BEHALF) OR LAW ENFORCEMENT AUTHORITIES.

 

24. PAYMENT. If you buy any of our paid Services (“Premium Services”), you agree to pay us the applicable fees and taxes and to any additional terms specific to the Premium Services. Failure to pay these fees will result in the termination of your Premium Services. Also, you agree that:

a)     Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).

b)     We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.

c)     If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date.

d)     We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase

e)     We may use a third-party vendor to process credit card, pay-pal and other payments.

 

25. MODIFICATION OF AGREEMENT. We reserve the right and may modify this Agreement, our Privacy and Cookie Policy and our Professional Community Policies, with or without notice, from time to time in our discretion. If you object to any changes, you must close your account and immediately cease the use of our Services. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms.

 

26. BINDING ARBITRATION. YOU AND AYP SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN BOSTON, MASSACHUSETTS (THE “FORUM STATE”) AND THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.  NOTWITHSTANDING THE PRECEDING, ALL CLAIMS AND DISPUTES ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION IN THE FORUM STATE. THE ARBITRATION SHALL BE CONDUCTED ON A CONFIDENTIAL BASIS PURSUANT TO THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY DECISION OR AWARD AS A RESULT OF ANY SUCH ARBITRATION PROCEEDING SHALL BE IN WRITING AND SHALL PROVIDE AN EXPLANATION FOR ALL CONCLUSIONS OF LAW AND FACT. AYP AND YOU SHALL INITIALLY EACH PAY ONE-HALF OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH SHALL INITIALLY SEPARATELY PAY THEIR OWN COUNSEL FEES AND EXPENSES AND OTHER COSTS OF THE ARBITRATION WITH THE PREVAILING PARTY BEING AWARD ITS COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES. ANY SUCH ARBITRATION SHALL BE CONDUCTED BY AN ARBITRATOR EXPERIENCED IN THE AREA OF THE MATTER IN DISPUTE AND SHALL INCLUDE A WRITTEN RECORD OF THE ARBITRATION HEARING. YOU AND AYP RESERVE THE RIGHT TO OBJECT TO ANY INDIVIDUAL WHO SHALL BE EMPLOYED BY OR AFFILIATED WITH A COMPETING ORGANIZATION OR ENTITY. AN AWARD OF ARBITRATION MAY BE CONFIRMED AND ENFORCED IN A COURT OF COMPETENT JURISDICTION. NO ARBITRATOR OR COURT MAY ORDER, PERMIT OR CERTIFY A CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL LITIGATION OR CONSOLIDATED ARBITRATION IN CONNECTION WITH THIS AGREEMENT TO ARBITRATE. NO ARBITRATOR OR COURT MAY ORDER OR PERMIT A JOINDER OF PARTIES IN CONNECTION WITH THIS AGREEMENT TO ARBITRATE.  YOU AGREE TO WAIVE THE RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL LITIGATION OR CONSOLIDATED ARBITRATION RELATED TO THIS AGREEMENT.

 

27. MISCELLANEOUS. If any part of this Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and AYP as a result of this Agreement or use of AYP’s websites. This Agreement (and any constituent documents referred to herein), as may be amended from time to time as provided for herein, constitutes the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and AYP with respect to AYP’s websites. Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain.