Terms and Conditions
Strength Performance® Network Terms of Service and User
Agreement
Welcome to Strength Performance Network, an online social network dedicated exclusively to strength and conditioning enthusiasts, offering members the ability to post photos and videos, view jobs, share workout tips and connect with others worldwide from the professional, collegiate and high school levels. The Strength Performance Network website, www.strengthperformance.com ("SPN" or "the Website") is owned by Strength Performance LLC, a North Carolina limited liability company (collectively, "us," "we” or “our”). By accessing or using the Website (even through automated means) or by registering as a member, you (the "User," “you,” or “your”) signify that you have read, understand and agree to be bound by these Terms of Service ("Terms of Service" or "Agreement"), and the related Privacy Policy referenced below (together, the “Policies”), whether or not you are a registered user of SPN. The Web is an evolving medium. SPN may change the terms of this Agreement from time to time. By continuing to use this Website following the posting of such changes, you agree to be bound by this Agreement, as modified. We may change, restrict access to, suspend, or discontinue this Website, or any portion of this Website, at any time. PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE TERMS INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND PROVISIONS THAT GOVERN HOW ANY DISPUTES WILL BE RESOLVED.
This Website is delivered through the Ning Platform operated by Ning, Inc., which is an independent third-party contractor of ours. We are a network creator under the Ning Platform. In addition to being governed by our Terms of Service, your use of this Website is also governed by the Ning Terms of Service and the Ning Privacy Policy. [Click here for access to the Ning Terms of Service] [Click here for access to the Ning Privacy Policy].
Registration Eligibility
To be able to view the Website and submit User Content as defined below, you must register with this Website by establishing a user account (“User Account”). By registering, you affirm that you are either at least 18 years old, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set for in this Agreement, and to abide by and comply with these Policies. In any case, by registering you affirm that you are at least 13 years old, as the Website does not wish to collect any information from children under 13. If you are between the ages of 13 and 18, we strongly encourage you to have your parents review and approve any User Content that you plan to submit before you submit it to the Website. If you are under 13 years of age, we’re impressed you’re even reading the Terms of Use, but please do not register to use this Website. Work with your parents on making your voice heard by having them set up an account.
Registration Data; Account Security
Transparency matters to us. Since this is a user-driven site that deals with strength and conditioning professionals and is educational in nature, it is important that the SPN community know accurate and relevant information about you, as a contributor to our Website. By registering with SPN, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website ("Registration Data"); (b) maintain the security of your password; (c) maintain and promptly update your Registration Data, and any other information you provide to SPN, to keep it accurate, current and complete; (d) be fully responsible for all use of your User Account and for any actions that take place using your User Account, whether by you or others; and (e) promptly notify us of any breach of security or unauthorized use of your User Account.
User Content Submitted to the Website
Registered users may submit User Content (as defined below) to the Website that meets the requirements of the User Conduct section below and any SPN Submission Guidelines, which if and when issued and published on the Website will be incorporated into and made part of these Terms of Service. When you make submissions, we may request additional information from you in order to keep with the open and transparent nature of the Website. Responsibility for the content in each posting lies with the user whose User Account was used to submit, upload, publish or display the content. Therefore, you are solely responsible for all content (such as the viewpoints, videos, photos, comments, blog posts, forum posts, event posts and other content) you submit, upload, publish or display on or through the Website, or transmit to or share with other users (collectively the "User Content") and the consequences of submitting, posting or publishing it. In connection with your submitting or posting of User Content, you affirm, represent and/or warrant that: all those depicted in any User Content you submit to SPN have consented to their inclusion in your submission with the understanding that it is being submitted to SPN for potential distribution via a variety of distribution mechanisms, including but not limited to distribution over the Internet and transmission via broadcast and cable television; and you own or have the necessary licenses, rights, consents and permissions to use, and authorize us to use, all copyright, patent, trademark, trade secret, or other proprietary rights in and to any and all User Content as we may determine. If any person under the age of 13 appears in your submission, you affirm, represent and/or warrant that you have obtained the consent of a parent or other legal guardian of such person. When you submit or post User Content to the Website, you authorize us to make such copies thereof as we deem necessary. To protect your safety, please use your best judgment about the personal information you provide when using SPN. You acknowledge and agree that if you make such disclosures either through posting User Content, or uploading text, images, audio files or other audio-visual content, in advertising you place or in other interactive areas, or to third parties in any communication, you do so fully understanding that such information could be used to identify you.
By submitting User Content to any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and fully sub-licensable license to use, copy, reproduce, distribute, publish, publicly perform, publicly display, modify, adapt, translate, archive, store, and create derivative works from such User Content, in any form, format, or medium, of any kind now known or later developed. Without limiting the generality of the previous sentence, you authorize us to share the User Content across all websites and other media owned, operated or controlled by us or our affiliates, to include the User Content in a searchable format accessible by users of SPN and other websites and Internet search engines, to place advertisements in close proximity to such User Content, and to use your name, likeness and any other information in connection with our use of the User Content you provide to SPN. You waive all moral rights with respect to any User Content you provide to SPN. You also grant us the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication you provide or otherwise submit to us for any purpose whatsoever, including but not limited to, commercial purposes, and developing, manufacturing and marketing commercial products and services using such information. All rights in this paragraph are granted without the need for additional compensation of any sort to you. SPN does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us by you in these Terms of Service, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content. In connection with our efforts to create a meaningful platform for ideas to be shared and topics to be discussed and debated, we will consider your submissions for posting on SPN based on our assessment of each submission’s relevance, production and editorial quality and other considerations. You understand and agree that we reserve the right, with or without notice, not to post, and/or to delete, move, condense or edit any User Content that we consider irrelevant, unacceptable or inappropriate, whether for legal or other reasons. If after submitting any User Content you conclude that it is inaccurate in any respect, or you wish to withdraw it from the Website, you also have that right.
User Conduct
SPN is only available for your personal, non-commercial use. We welcome and encourage you to submit and post comments and other respectful and appropriate content to applicable sections of the Website.
In connection with any access to the Website by you or through your User Account, you agree not to, and not to permit any person who may access the Website through your User Account to:
• submit, upload, post, transmit, share, store or otherwise make available content that would violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, or contain libelous, or otherwise unlawful material;
• submit, upload, post, transmit, share, store or otherwise make available content that advertises, promotes or offers to trade any goods or services, except in areas and subject to terms specifically permitted by these Terms of Service or any SPN Submission Guidelines or otherwise designated or approved by SPN for such purpose;
• submit, upload, post, transmit, share, store or otherwise make available content created through the use of hidden cameras or the recording of any conversation without the consent of all participants;
• harvest or collect email addresses or other contact information of other users from the Website by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• use the Website in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Website;
• use automated scripts to collect information from or otherwise interact with the Website;
• submit, upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, libelous, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• register for more than one User Account, register for a User Account on behalf of an individual other than yourself, impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
• submit, upload, transmit, share or otherwise make available, or use any information contained on the Website to create or send, any unsolicited or unauthorized mass advertising, solicitations or promotional materials such as "junk mail," "spam" or "chain letters";
• submit, upload, post, transmit, share, store or otherwise make available any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers or credit card numbers;
• solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
• submit, upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of SPN or any computer software or hardware or telecommunications equipment;
• disrupt, interfere with, or otherwise harm or violate the security of SPN, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through SPN or any affiliated or linked sites;
• intimidate or harass another;
• "flame" any individual or entity (e.g., send repeated messages related to another user and/or make derogatory or offensive comments about another individual), or repeat prior posting of the same message under multiple threads or subjects;
• submit, upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use another's account, service or system without authorization from us, or create a false identity on the Website;
• submit, upload, post, transmit, share, store or otherwise make available content that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Website, or which may expose us or SPN or its users to any harm or liability of any type; or
A VIOLATION OF THESE POSTING RULES MAY BE REFERRED TO LAW ENFORCEMENT AUTHORITIES.
Proprietary Rights in Website Content; Limited License
All information, content, services and software displayed on, transmitted through, or used in connection with SPN, with the exception of User Content, including for example articles, editorials, reviews, directories, guides, text, photographs, images, illustrations, audio clips, video, html, source and object code, trademarks, logos, and the like (collectively, the "SPN Content"), as well as its selection and arrangement, is owned by us and/or our affiliates, licensors and suppliers. No SPN Content or User Content (collectively, the “Website Content”) may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that the foregoing does not apply with respect to your rights to your own User Content that you legally submit as a registered user or content that you may distribute using the “share” tools.
You are free to establish a hypertext link (“Link”) to this Website provided the Link does not state or imply any endorsement or sponsorship of you, your company or your site by us or SPN and provided you agree to eliminate such Link at any time upon request from us.
You are granted a limited license to access and use the Website and the Website Content as provided in these Policies. You may occasionally copy individual items of Website Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Unless explicitly stated herein, you may not upload or republish Website Content or incorporate the Website Content in any other database or compilation. Your license to use the Website Content for personal, non-commercial purposes is subject to your compliance with these Policies and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any other use of the Website or the Website Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws. Unless explicitly stated herein, nothing in these Policies shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.
Trademarks
Strength Performance, Strength Performance Network and any SPN graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks or trade dress of Strength Performance LLC in the U.S. and/or other countries.
Notification of Inaccuracies
We invite you to bring to our attention any material on the Website that you believe to be inaccurate. Please forward a copy of the material to info@strengthperformance.com, along with an explanation of your objection. Copyright Complaints: We respect the intellectual property rights of others and comply with the Digital Millennium Copyright Act (“DMCA”). If you are an owner of intellectual property and you believe your intellectual property has been improperly posted or distributed via this Website, please notify us by sending an email to info@strengthperformance.com or by sending a notice by U.S. Mail to: Strength Performance, P.O. Box 1737, Davidson, NC 28036. In your e-mail or letter, you will need to include all of the notice elements listed in the DMCA at 17 U.S.C. § 512(c)(3). Please be aware that the DMCA makes copyright owners liable if they materially misrepresent that a user's content is infringing.
Feedback
We encourage you to contact us with any questions, comments, suggestions, or other feedback you have about the Website ("Feedback"). Feedback may be sent to the following e-mail address: info@strengthperformance.com. Such Feedback constitutes User Content. You acknowledge and agree that any Feedback provided by you to SPN is non-confidential and SPN shall be entitled to the unrestricted use and dissemination of the Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Transactions and E-Commerce
During your visit to the Website you may elect to engage in a transaction involving the purchase of a product or service offered by us or a third party. Credit card, debit card and other payment transactions and order fulfillment are often handled by a third party processing agent, bank or distribution institution. Although in most cases transactions are completed without difficulty, there is no such thing as perfect security on the Internet or offline. If you are concerned about online credit card or debit card safety, in most cases a telephone number can be obtained so you can call and place your order by phone should you prefer to do so. We cannot and do not take responsibility for the success or security of payment transactions undertaken or processed by third parties.
Advertisements and Promotional Material
User Content that advertises, promotes or offers to trade any goods or services is permitted on SPN only in areas and subject to terms specifically designated by SPN for such purpose.
Each of our advertisers and sponsors is solely responsible for its own advertisements and other promotional material and we disclaim any and all responsibility for the accuracy and correctness of any statements or claims contained in any such advertisements and promotional material and for the condition and performance of any products and services offered by our advertisers and sponsors. On occasion, a product or service may not be available at the time or the price as it appears in an advertisement or other promotion. In such event, or in the event a product is listed at an incorrect price or with incorrect information due to typographical error, technology effort, error in the date or length of publication, or error in pricing or product information received from our advertisers or suppliers, you agree we are not responsible for such errors or discrepancies.
Communications with Third Parties Through SPN
Your dealings or communications through SPN with any party other than us are solely between you and that third party. For example, certain areas of SPN may allow you to conduct transactions or purchase goods or services. In most cases, these transactions will be conducted by our third-party partners and vendors. Under no circumstances will we be liable for any goods, services, resources or content available through such third party dealings or communications, or for any harm related thereto. Please review carefully that third party's policies and practices and make sure you are comfortable with them before you engage in any transaction. Complaints, concerns or questions relating to products and services provided by third parties should be directed to the third party.
During your visit to SPN you may link to, or view as part of a frame, certain content that is actually created or hosted by a third party. Inclusion on our Website of any third party content or a link to a third party site is not an endorsement of that content or the third party site by SPN or us. If you decide to leave the Website and access any third party site, you do so at your own risk. Because SPN has no control over third party sites and resources, you acknowledge and agree that we are not responsible for the availability of external sites or resources, or for the content, actions, or policies of those sites. Information you provide on such sites, including personal information and transactional information, is subject to the terms of service and privacy policies of those sites.
Privacy
We care about the privacy of our users. . This Website is subject to the Ning Privacy Policy. [click here to access the Ning Privacy Policy] These Terms of Service also contain certain provisions that describe how we may collect, use and disclose personal information and other User Content. By using the Website, you are consenting to have any User Content and any personal data submitted to SPN or us transferred to and processed in the United States and abroad.
International Use
SPN is controlled, operated and administered by us from our offices within the United States. We make no representation that materials or content available through the Website are appropriate or available for use outside the United States and access to them from countries and territories where their contents are illegal is prohibited. You may not use SPN or export the content in violation of U.S. export laws and regulations. If you access SPN from a location outside the United States, you are responsible for compliance with all applicable laws.
Disclaimers
We are not responsible or liable in any manner for any User Content posted on the Website or in connection with the Website, whether posted by users of the Website, by us or by third parties. We are also not responsible or liable in any manner for any injury or harm caused by User Content, whether posted by users of the Website, by us or by third parties. Although we provide guidelines for user conduct, submissions and postings, we do not control and are not responsible for what users submit, upload, post, share, store or make available on the Website and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Website or in connection with any User Content. We are not responsible for the conduct, whether online or offline, of any user of the Website.
The Website may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email, uploads or downloads on account of technical problems or traffic congestion on the Internet or at the Website or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Website. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Website, any User Content or third party applications, or software transmitted to Users, or any interactions between users of the Website, whether online or offline.
THE WEBSITE AND THE WEBSITE CONTENT ARE PROVIDED "AS-IS" AND WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE. WE DO NOT REPRESENT OR WARRANT THAT ANY SOFTWARE, APPLICATIONS, CONTENT OR MATERIALS ON THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE WEBSITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT OR MATERIALS AND USE RELIABLE, INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, OR DATA FROM OR THROUGH THE WEBSITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. We reserve the right to change any and all content, software and other items used or contained in the Website or offered through the Website at any time without notice.
Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, whether contained in User Content, SPN content, or a paid or unpaid advertisement or sponsorship on the Website or in other media, does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by SPN or us.
Limitation on Liability
IN NO EVENT WILL WE OR OUR AFFILIATES, INCLUDING BUT NOT LIMITED TO THE PARTNERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS AND SUB-LICENSEES OF US OR ANY OF OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEBSITE, OR ANY OF THE WEBSITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE WEBSITE, EVEN IF WE OR SUCH AFFILIATE OR PERSON IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE AGGREGATE LIABILITY OF US AND OUR AFFLIIATES AND THE PARTNERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS AND SUB-LICENSEES OF US AND OUR AFFILIATES 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 SPN AND US FOR USE OF THE WEBSITE OR USER CONTENT, BUT IN NO CASE WILL ANY SUCH LIABILITY TO YOU EXCEED US$100 IN THE AGGREGATE. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US OR SPN BY YOU FOR USE OF THE WEBSITE OR USER CONTENT, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US OR OUR AFFILIATES OR THE PARTNERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS AND SUB-LICENSEES OF US OR OUR AFFILIATES, REGARDLESS OF THE CAUSE OF ACTION. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE STATE LAW. If there is a dispute between you and any third party (including any other User of the Website), we have no obligation to become involved. You release us, our affiliates, and the partners, suppliers, licensors, officers, directors, managers, members, shareholders, employees, representatives, contractors and agents and sublicensees of us and our from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users. If you are a California resident, you waive California Civil Code Section 1542, which says: "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." And, if you are not a California resident, you waive any applicable state statutes of a similar effect.
Termination
We may terminate your registration to SPN, delete your SPN profile and/or any content or information that you have submitted or posted on the Website and/or prohibit you from using or accessing the Website for any reason, or no reason, at any time in our sole discretion, with or without notice.
Governing Law; Venue and Jurisdiction
By visiting or using the Website, you agree that the laws of the State of North Carolina, without regard to principles of conflict of laws, will govern these Policies and any dispute of any sort that might arise between you and us or any of our affiliates or the partners, suppliers, licensors, officers, directors, managers, members, shareholders, employees, representatives, contractors and agents, and sub-licensees of us or our affiliates. Any dispute arising from or in connection with these Policies shall be resolved exclusively in a federal or state court located in the State of North Carolina, County of Mecklenburg, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in a federal or state court located in the State of North Carolina, County of Mecklenburg. You agree that no claim subject to these Terms of Service may be brought as a class action.
Indemnity
You agree to indemnify, defend and hold harmless us and our affiliates, and each of the partners, suppliers, licensors, officers, directors, managers, members, shareholders, employees, representatives, contractors and agents, and sub-licensees of us and our affiliates, from and against any and all claims (including but not limited to claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys' fees and court costs) arising from or relating to any allegation regarding: (a) your use of SPN; (b) our use of any User Content or other information you provide, as long as such use is not inconsistent with this Agreement; (c) information or material provided through your SPN account, even if not posted by you; and (d) any violation of this Agreement by you.
Definitions and Constructions
Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation” immediately thereafter. Terms used in these Terms of Service with the initial letter(s) capitalized will have the meaning attributed to them in these Terms of Service.
Other
These Policies constitute the entire agreement between you and us regarding the use of the Website, superseding any prior agreements between you and us relating to your use of the Website. These Policies do not establish rights in any third party beneficiaries. Any failure by us to exercise or enforce any right or provision of these Policies shall not constitute a waiver of such right or provision in that or any other instance. Nothing contained herein shall limit our right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Website. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Website, including these Policies, must be filed within one (1) year after such claim or cause of action arose or be forever barred. If any provision of these Policies shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Policies and shall not affect the validity and enforceability of any remaining provisions and the remainder of these Policies shall continue in full force and effect. Use of the Website is subject to existing laws and legal process. The material on this Website is presented for general informational purposes only, and should not be construed as professional advice. Although we hope all who come to the Website will be truthful and respectful, we cannot verify or guarantee the truthfulness, accuracy, or reliability of any User Content. No action should be taken based upon any information contained in this Website until you have independently confirmed such information. We do not endorse or support any opinions expressed via the Website. We expect that you will use caution and common sense and exercise good judgment when using the Website and evaluating the information and materials available via the Website.
Welcome to Strength Performance Network, an online social network dedicated exclusively to strength and conditioning enthusiasts, offering members the ability to post photos and videos, view jobs, share workout tips and connect with others worldwide from the professional, collegiate and high school levels. The Strength Performance Network website, www.strengthperformance.com ("SPN" or "the Website") is owned by Strength Performance LLC, a North Carolina limited liability company (collectively, "us," "we” or “our”). By accessing or using the Website (even through automated means) or by registering as a member, you (the "User," “you,” or “your”) signify that you have read, understand and agree to be bound by these Terms of Service ("Terms of Service" or "Agreement"), and the related Privacy Policy referenced below (together, the “Policies”), whether or not you are a registered user of SPN. The Web is an evolving medium. SPN may change the terms of this Agreement from time to time. By continuing to use this Website following the posting of such changes, you agree to be bound by this Agreement, as modified. We may change, restrict access to, suspend, or discontinue this Website, or any portion of this Website, at any time. PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE TERMS INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND PROVISIONS THAT GOVERN HOW ANY DISPUTES WILL BE RESOLVED.
This Website is delivered through the Ning Platform operated by Ning, Inc., which is an independent third-party contractor of ours. We are a network creator under the Ning Platform. In addition to being governed by our Terms of Service, your use of this Website is also governed by the Ning Terms of Service and the Ning Privacy Policy. [Click here for access to the Ning Terms of Service] [Click here for access to the Ning Privacy Policy].
Registration Eligibility
To be able to view the Website and submit User Content as defined below, you must register with this Website by establishing a user account (“User Account”). By registering, you affirm that you are either at least 18 years old, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set for in this Agreement, and to abide by and comply with these Policies. In any case, by registering you affirm that you are at least 13 years old, as the Website does not wish to collect any information from children under 13. If you are between the ages of 13 and 18, we strongly encourage you to have your parents review and approve any User Content that you plan to submit before you submit it to the Website. If you are under 13 years of age, we’re impressed you’re even reading the Terms of Use, but please do not register to use this Website. Work with your parents on making your voice heard by having them set up an account.
Registration Data; Account Security
Transparency matters to us. Since this is a user-driven site that deals with strength and conditioning professionals and is educational in nature, it is important that the SPN community know accurate and relevant information about you, as a contributor to our Website. By registering with SPN, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website ("Registration Data"); (b) maintain the security of your password; (c) maintain and promptly update your Registration Data, and any other information you provide to SPN, to keep it accurate, current and complete; (d) be fully responsible for all use of your User Account and for any actions that take place using your User Account, whether by you or others; and (e) promptly notify us of any breach of security or unauthorized use of your User Account.
User Content Submitted to the Website
Registered users may submit User Content (as defined below) to the Website that meets the requirements of the User Conduct section below and any SPN Submission Guidelines, which if and when issued and published on the Website will be incorporated into and made part of these Terms of Service. When you make submissions, we may request additional information from you in order to keep with the open and transparent nature of the Website. Responsibility for the content in each posting lies with the user whose User Account was used to submit, upload, publish or display the content. Therefore, you are solely responsible for all content (such as the viewpoints, videos, photos, comments, blog posts, forum posts, event posts and other content) you submit, upload, publish or display on or through the Website, or transmit to or share with other users (collectively the "User Content") and the consequences of submitting, posting or publishing it. In connection with your submitting or posting of User Content, you affirm, represent and/or warrant that: all those depicted in any User Content you submit to SPN have consented to their inclusion in your submission with the understanding that it is being submitted to SPN for potential distribution via a variety of distribution mechanisms, including but not limited to distribution over the Internet and transmission via broadcast and cable television; and you own or have the necessary licenses, rights, consents and permissions to use, and authorize us to use, all copyright, patent, trademark, trade secret, or other proprietary rights in and to any and all User Content as we may determine. If any person under the age of 13 appears in your submission, you affirm, represent and/or warrant that you have obtained the consent of a parent or other legal guardian of such person. When you submit or post User Content to the Website, you authorize us to make such copies thereof as we deem necessary. To protect your safety, please use your best judgment about the personal information you provide when using SPN. You acknowledge and agree that if you make such disclosures either through posting User Content, or uploading text, images, audio files or other audio-visual content, in advertising you place or in other interactive areas, or to third parties in any communication, you do so fully understanding that such information could be used to identify you.
By submitting User Content to any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and fully sub-licensable license to use, copy, reproduce, distribute, publish, publicly perform, publicly display, modify, adapt, translate, archive, store, and create derivative works from such User Content, in any form, format, or medium, of any kind now known or later developed. Without limiting the generality of the previous sentence, you authorize us to share the User Content across all websites and other media owned, operated or controlled by us or our affiliates, to include the User Content in a searchable format accessible by users of SPN and other websites and Internet search engines, to place advertisements in close proximity to such User Content, and to use your name, likeness and any other information in connection with our use of the User Content you provide to SPN. You waive all moral rights with respect to any User Content you provide to SPN. You also grant us the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication you provide or otherwise submit to us for any purpose whatsoever, including but not limited to, commercial purposes, and developing, manufacturing and marketing commercial products and services using such information. All rights in this paragraph are granted without the need for additional compensation of any sort to you. SPN does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us by you in these Terms of Service, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content. In connection with our efforts to create a meaningful platform for ideas to be shared and topics to be discussed and debated, we will consider your submissions for posting on SPN based on our assessment of each submission’s relevance, production and editorial quality and other considerations. You understand and agree that we reserve the right, with or without notice, not to post, and/or to delete, move, condense or edit any User Content that we consider irrelevant, unacceptable or inappropriate, whether for legal or other reasons. If after submitting any User Content you conclude that it is inaccurate in any respect, or you wish to withdraw it from the Website, you also have that right.
User Conduct
SPN is only available for your personal, non-commercial use. We welcome and encourage you to submit and post comments and other respectful and appropriate content to applicable sections of the Website.
In connection with any access to the Website by you or through your User Account, you agree not to, and not to permit any person who may access the Website through your User Account to:
• submit, upload, post, transmit, share, store or otherwise make available content that would violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, or contain libelous, or otherwise unlawful material;
• submit, upload, post, transmit, share, store or otherwise make available content that advertises, promotes or offers to trade any goods or services, except in areas and subject to terms specifically permitted by these Terms of Service or any SPN Submission Guidelines or otherwise designated or approved by SPN for such purpose;
• submit, upload, post, transmit, share, store or otherwise make available content created through the use of hidden cameras or the recording of any conversation without the consent of all participants;
• harvest or collect email addresses or other contact information of other users from the Website by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• use the Website in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Website;
• use automated scripts to collect information from or otherwise interact with the Website;
• submit, upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, libelous, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• register for more than one User Account, register for a User Account on behalf of an individual other than yourself, impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
• submit, upload, transmit, share or otherwise make available, or use any information contained on the Website to create or send, any unsolicited or unauthorized mass advertising, solicitations or promotional materials such as "junk mail," "spam" or "chain letters";
• submit, upload, post, transmit, share, store or otherwise make available any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers or credit card numbers;
• solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
• submit, upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of SPN or any computer software or hardware or telecommunications equipment;
• disrupt, interfere with, or otherwise harm or violate the security of SPN, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through SPN or any affiliated or linked sites;
• intimidate or harass another;
• "flame" any individual or entity (e.g., send repeated messages related to another user and/or make derogatory or offensive comments about another individual), or repeat prior posting of the same message under multiple threads or subjects;
• submit, upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use another's account, service or system without authorization from us, or create a false identity on the Website;
• submit, upload, post, transmit, share, store or otherwise make available content that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Website, or which may expose us or SPN or its users to any harm or liability of any type; or
A VIOLATION OF THESE POSTING RULES MAY BE REFERRED TO LAW ENFORCEMENT AUTHORITIES.
Proprietary Rights in Website Content; Limited License
All information, content, services and software displayed on, transmitted through, or used in connection with SPN, with the exception of User Content, including for example articles, editorials, reviews, directories, guides, text, photographs, images, illustrations, audio clips, video, html, source and object code, trademarks, logos, and the like (collectively, the "SPN Content"), as well as its selection and arrangement, is owned by us and/or our affiliates, licensors and suppliers. No SPN Content or User Content (collectively, the “Website Content”) may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that the foregoing does not apply with respect to your rights to your own User Content that you legally submit as a registered user or content that you may distribute using the “share” tools.
You are free to establish a hypertext link (“Link”) to this Website provided the Link does not state or imply any endorsement or sponsorship of you, your company or your site by us or SPN and provided you agree to eliminate such Link at any time upon request from us.
You are granted a limited license to access and use the Website and the Website Content as provided in these Policies. You may occasionally copy individual items of Website Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Unless explicitly stated herein, you may not upload or republish Website Content or incorporate the Website Content in any other database or compilation. Your license to use the Website Content for personal, non-commercial purposes is subject to your compliance with these Policies and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any other use of the Website or the Website Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws. Unless explicitly stated herein, nothing in these Policies shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.
Trademarks
Strength Performance, Strength Performance Network and any SPN graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks or trade dress of Strength Performance LLC in the U.S. and/or other countries.
Notification of Inaccuracies
We invite you to bring to our attention any material on the Website that you believe to be inaccurate. Please forward a copy of the material to info@strengthperformance.com, along with an explanation of your objection. Copyright Complaints: We respect the intellectual property rights of others and comply with the Digital Millennium Copyright Act (“DMCA”). If you are an owner of intellectual property and you believe your intellectual property has been improperly posted or distributed via this Website, please notify us by sending an email to info@strengthperformance.com or by sending a notice by U.S. Mail to: Strength Performance, P.O. Box 1737, Davidson, NC 28036. In your e-mail or letter, you will need to include all of the notice elements listed in the DMCA at 17 U.S.C. § 512(c)(3). Please be aware that the DMCA makes copyright owners liable if they materially misrepresent that a user's content is infringing.
Feedback
We encourage you to contact us with any questions, comments, suggestions, or other feedback you have about the Website ("Feedback"). Feedback may be sent to the following e-mail address: info@strengthperformance.com. Such Feedback constitutes User Content. You acknowledge and agree that any Feedback provided by you to SPN is non-confidential and SPN shall be entitled to the unrestricted use and dissemination of the Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Transactions and E-Commerce
During your visit to the Website you may elect to engage in a transaction involving the purchase of a product or service offered by us or a third party. Credit card, debit card and other payment transactions and order fulfillment are often handled by a third party processing agent, bank or distribution institution. Although in most cases transactions are completed without difficulty, there is no such thing as perfect security on the Internet or offline. If you are concerned about online credit card or debit card safety, in most cases a telephone number can be obtained so you can call and place your order by phone should you prefer to do so. We cannot and do not take responsibility for the success or security of payment transactions undertaken or processed by third parties.
Advertisements and Promotional Material
User Content that advertises, promotes or offers to trade any goods or services is permitted on SPN only in areas and subject to terms specifically designated by SPN for such purpose.
Each of our advertisers and sponsors is solely responsible for its own advertisements and other promotional material and we disclaim any and all responsibility for the accuracy and correctness of any statements or claims contained in any such advertisements and promotional material and for the condition and performance of any products and services offered by our advertisers and sponsors. On occasion, a product or service may not be available at the time or the price as it appears in an advertisement or other promotion. In such event, or in the event a product is listed at an incorrect price or with incorrect information due to typographical error, technology effort, error in the date or length of publication, or error in pricing or product information received from our advertisers or suppliers, you agree we are not responsible for such errors or discrepancies.
Communications with Third Parties Through SPN
Your dealings or communications through SPN with any party other than us are solely between you and that third party. For example, certain areas of SPN may allow you to conduct transactions or purchase goods or services. In most cases, these transactions will be conducted by our third-party partners and vendors. Under no circumstances will we be liable for any goods, services, resources or content available through such third party dealings or communications, or for any harm related thereto. Please review carefully that third party's policies and practices and make sure you are comfortable with them before you engage in any transaction. Complaints, concerns or questions relating to products and services provided by third parties should be directed to the third party.
During your visit to SPN you may link to, or view as part of a frame, certain content that is actually created or hosted by a third party. Inclusion on our Website of any third party content or a link to a third party site is not an endorsement of that content or the third party site by SPN or us. If you decide to leave the Website and access any third party site, you do so at your own risk. Because SPN has no control over third party sites and resources, you acknowledge and agree that we are not responsible for the availability of external sites or resources, or for the content, actions, or policies of those sites. Information you provide on such sites, including personal information and transactional information, is subject to the terms of service and privacy policies of those sites.
Privacy
We care about the privacy of our users. . This Website is subject to the Ning Privacy Policy. [click here to access the Ning Privacy Policy] These Terms of Service also contain certain provisions that describe how we may collect, use and disclose personal information and other User Content. By using the Website, you are consenting to have any User Content and any personal data submitted to SPN or us transferred to and processed in the United States and abroad.
International Use
SPN is controlled, operated and administered by us from our offices within the United States. We make no representation that materials or content available through the Website are appropriate or available for use outside the United States and access to them from countries and territories where their contents are illegal is prohibited. You may not use SPN or export the content in violation of U.S. export laws and regulations. If you access SPN from a location outside the United States, you are responsible for compliance with all applicable laws.
Disclaimers
We are not responsible or liable in any manner for any User Content posted on the Website or in connection with the Website, whether posted by users of the Website, by us or by third parties. We are also not responsible or liable in any manner for any injury or harm caused by User Content, whether posted by users of the Website, by us or by third parties. Although we provide guidelines for user conduct, submissions and postings, we do not control and are not responsible for what users submit, upload, post, share, store or make available on the Website and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Website or in connection with any User Content. We are not responsible for the conduct, whether online or offline, of any user of the Website.
The Website may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email, uploads or downloads on account of technical problems or traffic congestion on the Internet or at the Website or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Website. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Website, any User Content or third party applications, or software transmitted to Users, or any interactions between users of the Website, whether online or offline.
THE WEBSITE AND THE WEBSITE CONTENT ARE PROVIDED "AS-IS" AND WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE. WE DO NOT REPRESENT OR WARRANT THAT ANY SOFTWARE, APPLICATIONS, CONTENT OR MATERIALS ON THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE WEBSITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT OR MATERIALS AND USE RELIABLE, INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, OR DATA FROM OR THROUGH THE WEBSITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. We reserve the right to change any and all content, software and other items used or contained in the Website or offered through the Website at any time without notice.
Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, whether contained in User Content, SPN content, or a paid or unpaid advertisement or sponsorship on the Website or in other media, does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by SPN or us.
Limitation on Liability
IN NO EVENT WILL WE OR OUR AFFILIATES, INCLUDING BUT NOT LIMITED TO THE PARTNERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS AND SUB-LICENSEES OF US OR ANY OF OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEBSITE, OR ANY OF THE WEBSITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE WEBSITE, EVEN IF WE OR SUCH AFFILIATE OR PERSON IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE AGGREGATE LIABILITY OF US AND OUR AFFLIIATES AND THE PARTNERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS AND SUB-LICENSEES OF US AND OUR AFFILIATES 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 SPN AND US FOR USE OF THE WEBSITE OR USER CONTENT, BUT IN NO CASE WILL ANY SUCH LIABILITY TO YOU EXCEED US$100 IN THE AGGREGATE. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US OR SPN BY YOU FOR USE OF THE WEBSITE OR USER CONTENT, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US OR OUR AFFILIATES OR THE PARTNERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS AND SUB-LICENSEES OF US OR OUR AFFILIATES, REGARDLESS OF THE CAUSE OF ACTION. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE STATE LAW. If there is a dispute between you and any third party (including any other User of the Website), we have no obligation to become involved. You release us, our affiliates, and the partners, suppliers, licensors, officers, directors, managers, members, shareholders, employees, representatives, contractors and agents and sublicensees of us and our from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users. If you are a California resident, you waive California Civil Code Section 1542, which says: "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." And, if you are not a California resident, you waive any applicable state statutes of a similar effect.
Termination
We may terminate your registration to SPN, delete your SPN profile and/or any content or information that you have submitted or posted on the Website and/or prohibit you from using or accessing the Website for any reason, or no reason, at any time in our sole discretion, with or without notice.
Governing Law; Venue and Jurisdiction
By visiting or using the Website, you agree that the laws of the State of North Carolina, without regard to principles of conflict of laws, will govern these Policies and any dispute of any sort that might arise between you and us or any of our affiliates or the partners, suppliers, licensors, officers, directors, managers, members, shareholders, employees, representatives, contractors and agents, and sub-licensees of us or our affiliates. Any dispute arising from or in connection with these Policies shall be resolved exclusively in a federal or state court located in the State of North Carolina, County of Mecklenburg, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in a federal or state court located in the State of North Carolina, County of Mecklenburg. You agree that no claim subject to these Terms of Service may be brought as a class action.
Indemnity
You agree to indemnify, defend and hold harmless us and our affiliates, and each of the partners, suppliers, licensors, officers, directors, managers, members, shareholders, employees, representatives, contractors and agents, and sub-licensees of us and our affiliates, from and against any and all claims (including but not limited to claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys' fees and court costs) arising from or relating to any allegation regarding: (a) your use of SPN; (b) our use of any User Content or other information you provide, as long as such use is not inconsistent with this Agreement; (c) information or material provided through your SPN account, even if not posted by you; and (d) any violation of this Agreement by you.
Definitions and Constructions
Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation” immediately thereafter. Terms used in these Terms of Service with the initial letter(s) capitalized will have the meaning attributed to them in these Terms of Service.
Other
These Policies constitute the entire agreement between you and us regarding the use of the Website, superseding any prior agreements between you and us relating to your use of the Website. These Policies do not establish rights in any third party beneficiaries. Any failure by us to exercise or enforce any right or provision of these Policies shall not constitute a waiver of such right or provision in that or any other instance. Nothing contained herein shall limit our right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Website. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Website, including these Policies, must be filed within one (1) year after such claim or cause of action arose or be forever barred. If any provision of these Policies shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Policies and shall not affect the validity and enforceability of any remaining provisions and the remainder of these Policies shall continue in full force and effect. Use of the Website is subject to existing laws and legal process. The material on this Website is presented for general informational purposes only, and should not be construed as professional advice. Although we hope all who come to the Website will be truthful and respectful, we cannot verify or guarantee the truthfulness, accuracy, or reliability of any User Content. No action should be taken based upon any information contained in this Website until you have independently confirmed such information. We do not endorse or support any opinions expressed via the Website. We expect that you will use caution and common sense and exercise good judgment when using the Website and evaluating the information and materials available via the Website.
© 2020 Created by Brian Harris.
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