You must read, agree to and accept all of the terms and conditions contained in this Agreement in order to use our (a) website located at www.grantspassoregon.org (the “Site”), (b) event calendar web software/application and its source code (hereinafter collectively referred to as the “Application”), and (c) services in connection with the Site and the Application.
The Application is event calendar software which allows users to schedule events, upload images and publish them on the Site and/or on such user’s website. The Site hosts the Application and allows users to send and receive messages and “share” events in social media websites. Through the Site, a user may obtain the Application’s source code which can be then embedded into such user’s website. Thus, a user will obtain an embedded Application on its website. The Site and the Application are copyrighted works, which are solely and exclusively owned and operated by the Company.
Any future release, update, or other addition to any of functionalities of the Application or the Site shall be subject to the terms and conditions of this Agreement.
This Agreement sets forth contractually/legally binding terms and conditions for your use of the Site and the Application. By accessing or using the Site and/or the Application, you hereby (a) acknowledge that you have read and agreed to be bound by the terms and conditions of this Agreement, and (b) represent and warrant that you are 18 years old or older and that you have the right, authority, and capacity to enter into this Agreement. If you do not agree with any of the provision of this Agreement, please do not access or use the Site and/or the Application.
The Company reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Site or by sending you a notice via email. You shall be responsible for reviewing and becoming familiar with any such modifications. Your access and use of the Site and/or the Application following such notification shall constitute your acceptance of the terms and conditions of the modified Agreement.
END-USER LICENSE AGREEMENT
License. Subject to the terms of this Agreement, the Company grants you a worldwide, non-transferable and non-exclusive license of the right to use the Site and the Application.
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 Application and/or the Site; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, reverse engineer or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any part of the Application or the Site; (c) you shall not access the Application or the Site in order to build a similar or competitive service; (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) you shall not remove or destroy any copyright notices or other proprietary markings contained on the Site or in the Application; (f) you shall not use, or encourage, promote, facilitate or instruct others to use, the Application or the Site for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited content includes, but is not limited to, content that is not suitable for children, content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.
You agree not to use the Application or the Site to: (a) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or a mobile device or data; (b) collect information or data regarding other users, including e-mail addresses, without their consent (e.g., using harvesting bots, robots, spiders, or scrapers); (c) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Application and the Site (e.g., a denial of service attack); (d) attempt to gain unauthorized access to the Application or the Site or servers or networks connected to the Application (e.g., through password mining); or (e) interfere with another user’s use and enjoyment of the Application or the Site.
You agree not to use the Application or the Site in order to upload, distribute, or otherwise transmit any 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 tortious, trade libelous, defamatory, false, or intentionally misleading, (c) that is harassing, abusive, threatening, harmful, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable, (d) that is harmful to minors in any way; (e) that constitutes 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; or (f) that violates of any law, regulation, or contractual obligations.
The event listings shall not be kept short and to the point. Events posted on the user’s calendar may be free or may involve the payment of a fee but such events shall only be public events (open to whoever wishes to attend).
Modification. We reserve the right, at any time, to modify, suspend, or discontinue the operation of the Site or the Application or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of operation of the Site or the Application or any part thereof.
Ownership. We and our licensors (if any and where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Application and the Site. As stated above, right to use the Application and the Site is licensed to you; this means that the Application and the Site is under no circumstances sold/transferred to you. Indeed, this Agreement does not convey to you any rights of ownership in or related to the Application or the Site. Our name, logo, and other names associated with the Application or the Site belong to us (or to our licensors, if any and where applicable), and no license of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, if any and where applicable) reserve all rights not granted in this Agreement.
You may browse through the Site and event listings without registering for an account. However, in order to post an event or obtain the Application’s source code of the Application you must create an account on the Site (“Account”) and provide certain information about yourself as requested by the Company in the online 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 Site and/or the Application does not violate any applicable laws.
You shall be responsible for (a) maintaining and ensuring the confidentiality and security of your Account’s login information, and (b) all activities that are conducted under your Account. You agree not to disclose your password to anyone and you shall be solely responsible for any use of or action taken through the use of such password on the Site. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. By using your Account, you acknowledge and agree that the Company’s account security procedures are commercially reasonable. You agree to immediately notify the Company in the event of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security.
You may close your Account at any time and for any reason by following the instructions on the Site. The Company may suspend or terminate your Account in accordance with the Section “Term and Termination” of the present Agreement.
LIMITATIONS ON WARRANTY AND LIABILITY
YOU EXPRESSLY AGREE THAT THE USE OF THE SITE AND/OR APPLICATION IS AT YOUR SOLE RISK. THE SITE AND THE APPLICATION ARE PROVIDED ON AN "AS IS" BASIS FOR YOUR PERSONAL USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. THE COMPANY PROVIDES THE SITE AND THE APPLICATION ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE OR THE APPLICATION AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE COMPANY OR ITS LICENSORS (IF ANY AND WHERE APPLICABLE) IS TO STOP USING THE SITE AND THE APPLICATION (INCLUDING THE APPLICATION’S HTML CODE), AND TO CLOSE YOUR ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY, ITS SUBSIDIARIES, LICENSORS AND AFFILIATES ARE NOT LIABLE FOR ANY ACT OR FAILURE REGARDING CONDUCT, COMMUNICATION OR CONTENT ON THE SITE OR IN THE APPLICATION. UNDER NO CIRCUMSTANCES SHALL THE COMPANY’S OR ITS SUBSIDIARIES’, LICENSORS’, AFFILIATES', EMPLOYEES', OFFICERS', OR DIRECTORS' (COLLECTIVELY, THE "COMPANY’S AFFILIATES") LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO THE COMPANY FOR THE USING THE SITE OR THE APPLICATION. UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR THE COMPANY’S AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE APPLICATION.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR 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.
You agree to defend us, indemnify us and hold us harmless from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties resulting from or relating to: (i) your use of the Application or the Site, (ii) your violation of this Agreement.
We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims.
You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
This Section shall survive termination of this Agreement.
TERM AND TERMINATION
You hereby acknowledge and agree that this Agreement shall come into force on the date you first use the Site (which may or may not include the use of the Application) and will remain in force and effect while you use the Site (including or not including the use of the Application), until terminated in accordance with this Agreement.
We may (a) suspend your rights to use the Application, the Site, and/or your Account, and/or (b) terminate this Agreement, at any time for any reason at our sole discretion with or without notice to you, including if we believe you have violated any provision of this Agreement. Without limiting the foregoing, we reserve the right to terminate our contractual relationship with any user who repeatedly infringes upon third party copyright rights upon prompt notification to us by the copyright owner or the copyright owner’s legal agent. Upon termination of this Agreement, your Account and right to use the Application (including any and all copies of the Application’s HTML code) and the Site will automatically and immediately terminate. You understand that the closure/termination of your Account may involve deletion of content you posted on the Site or in the Application.
THIRD PARTY SITES & ADS
Modifications. No modification or amendment to this Agreement shall be binding upon the Company unless in a written instrument signed/executed by a duly authorized representative of the Company.
Waiver. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
Assignment. We may assign, transfer or otherwise dispose of this Agreement in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of this Agreement shall be binding upon assignees.
Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, (i) the other provisions of this Agreement will be unimpaired, and (ii) the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Governing Law. This Agreement shall be governed by the laws of the State of Oregon, USA without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the courts located within the Josephine County, Oregon, USA for the purpose of litigating all claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.