Thank you for visiting www.yogalocal.com (the “Site“). Racewood Media, Inc. (“Racewood”, “We”, or “Us”) provides the content, materials and, on behalf of the Deal Merchants, the Deals (each term as defined herein) on this Site as a service to our users.
IF YOU ARE ACCESSING THIS SITE OR REGISTERING AS A USER OF THIS SITE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT AND AUTHORITY TO BIND THE LEGAL ENTITY FOR WHICH YOU ARE ACTING AS THE AUTHORIZED AGENT, AND SUCH ENTITY SHALL BE BOUND TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Each time you access this site, you are reaffirming your agreement to COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. If you do not agree with SUCH TERMS AND CONDITIONS, or do not have legal authority to bind THE LEGAL ENTITY AS PROVIDED ABOVE, you are not authorized to use this site.
RACEWOOD RESERVES THE RIGHT TO REVISE THIS AGREEMENT AT ANY TIME AND UPON SUCH REVISIONS WILL REVISE THE “LAST UPDATED” DATE AT THE BOTTOM OF THIS AGREEMENT. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE CURRENT AGREEMENT.
1. General. By using the Site, you (“You” or “Your”), as the user of the Site (“User”), whether a Member User (as defined in Section 3) or a Merchant User (as defined below), or any other User whatsoever (whether a Registered User, as defined below, or a non-Registered User, and including Users that are individuals and those that are legal entities), are subject to this Agreement. A User may not use the Site for any unlawful purpose. Racewood may change the terms in this Agreement at any time. The changes will appear in this Agreement, and the date of this Agreement will be updated accordingly. User’s use of the Site after the posting of any changes will constitute User’s agreement to the modified terms. Therefore, User should read this Agreement prior to each use of the Site and should check the “Last Updated” date to ensure familiarity with the terms of this Agreement. User may print a copy of this Agreement for reference. A “Merchant User” is any third-party business, professional, provider or seller of goods, products or services (including, without limitation, the Deals, Deal Products and Deal Receipts described and defined in Section 6(a)(1)) that is a Registered User of the Site. A Merchant User may, but is not required to, be a Seller of Seller Products (each such term as defined in Section 6(b)(1)).
3. Registration / Your Account. To use certain features and/or Services offered through the Site, You, whether a Member User (as defined below), Merchant User or otherwise, will be required to register an account (“Account”) with Racewood on the form provided on the Site. By way of example, but not limitation, a Member User or a Merchant User wishing to post any Submitted Content (as defined in Section 7) will be required to Register as a Registered User. Additionally, a Merchant User wishing to set up a separate webpage or weblog on the Site to promote its business or to advertise, promote, offer or sell such Merchant User’s Deals, Deal Receipts, Deal Products or other Seller Products, as defined in Section 6(b)(1), will be required to Register as a Registered Merchant User. A User who simply browses the Site and does not post any Submitted Consent will not be required to Register as a Registered User of the Site. Consumer Users, as opposed to Merchant Users, are referred to herein as “Member Users”.
You may register an Account with Us directly through the Site or by allowing a Racewood “YogaLocal” application to connect through Your Facebook profile or such other social networking sites that connect to and interact with the Site. The registration process is referred to as “Registering” or “Registration” or to “Register”. When Registering an Account with Us, You, whether as a Registered Member User or a Registered Merchant User (either category of Registered User is referred to in this Agreement as a “Registered User”), will also be required to “click” where indicated on the Registration page to affirm Your agreement to comply with all of the terms and conditions contained in this Agreement, as well as each of the other terms, conditions, rules and procedures contained within the box or screen prompting You to “click” to agree (all such terms, conditions, rules and procedures, collectively with those contained in this Agreement, are referred to as the “Registration Terms”). While all Users must accept the terms of this Agreement, a Merchant User will be required to click to accept a supplement of Registration Terms or such other terms as we deem necessary from time to time.
In order to become a Registered User, You agree to provide true, accurate, current and complete information about Yourself while Registering and to maintain and promptly update the information You provide to keep it true, accurate, current and complete. You agree not to: (i) select a username that, to Your knowledge, is already used by another person; (ii) use a username in which another person has rights without such person’s authorization; or (iii) use a username or password that Racewood, in its sole discretion, deems offensive or inappropriate. It is Your responsibility to maintain the confidentiality of the password issued by Racewood to You, and You agree to accept responsibility for all activities that occur under Your Account. You may not transfer, assign or sell Your Account to any third party. Racewood will have the right to rely upon any information received from any person using a password assigned to You and will incur no liability arising out of such reliance.
Racewood has no obligation to verify the authenticity of any Registration information. PLEASE NOTE: IF YOU PROVIDE ANY INFORMATION THAT IS FALSE, MISLEADING, INACCURATE, NOT CURRENT OR INCOMPLETE DURING REGISTRATION OR OTHERWISE, WE HAVE THE RIGHT TO SUSPEND OR TERMINATE YOUR ACCOUNT AND REFUSE ANY AND ALL CURRENT OR FUTURE USE OF THE SITE OR THE SERVICES (OR ANY PORTION THEREOF) BY YOU. ANY ACTIVITIES THAT ARE ILLEGALLY CARRIED ON WITHIN THE SITE WILL BE REPORTED TO THE APPROPRIATE FEDERAL, STATE OR LOCAL AUTHORITIES.
For questions related to updating or changing Your Account information, please send an e-mail to firstname.lastname@example.org.
5. Fees and Charges. We currently do not charge for any Services offered through the Site, provided, however, that Member Users will be solely responsible for the purchase price and all other transaction-related fees and costs with respect to such Member Users’ purchases of any Seller Products (whether on Our Site or Third Party Sites). Further, Our Merchant Users may be subject to additional fees and additional Registration Terms as may be agreed to (via a click-wrap agreement or otherwise) by such Merchant User via a supplement to this Agreement. We reserve the right to change or discontinue, temporarily or permanently, some or all of Our Services at any time with or without notice. In the event We introduce a new service, the fees for that service, if any, are effective at the launch of the service.
We may, but have no obligation to, review the Site’s Submitted Content. As described in Sections 6, 11, 13, 16 and 17 of this Agreement, Your reliance on any such Submitted Content is at Your sole risk and discretion.
6. Deals and Seller Products Generally.
(a) Terms Applicable to Deals.
1) Racewood provides Member Users opportunities to purchase coupons, vouchers or other certificates (each a “Deal Receipt” and collectively the “Deal Receipts”), representing goods, services or products, that are offered on or through the Site on behalf of the Deal Merchants (as defined below) in a promotional offering on the Site (each such offering a “Deal” and collectively the “Deals”). The goods, services and products subject to such Deal are referred to collectively as the “Deal Products”. A “Deal Merchant” is a Merchant User on whose behalf We extend a Deal to Our Member Users through the Site. The Deal is a time-limited promotional offer by the Deal Merchant. The Deal Merchant extends its Deal through Our Site in order to reach a greater number of potential customers. Although Racewood collects the purchase price applicable to the Deal Receipt directly from its Member Users, as described below, the Deal Merchant is the sole issuer of the Deal Receipt and the sole offeror of the Deal and its associated Deal Products. Further, the contract and transaction respecting the Deal and the Deal Products is solely between the Deal Merchant and the Member User. The terms and conditions set forth in Section 6(a) apply solely to Deals and not to other Seller Products that may be advertised or offered on the Site (as provided in Section 6(b) below).
2) In order to purchase one or more Deals, You will need to be a Member User who has Registered on the Site. Purchases of Deal Receipts under a Deal will be made through a payment method acceptable to Us, as described on the Site or in the Registration Terms.
3) By placing an order for a given Deal Receipt on Our Site, You make an offer to purchase the Deal Receipt and the Deal from the Deal Merchant, on the terms, restrictions and conditions printed on the Deal Receipt itself, as well as any additional terms advertised in connection with the Deal and/or Deal Receipt (collectively, all such terms, restrictions, and conditions are the “Deal Terms”), except to the extent any of those Deal Terms violate any applicable Law in any relevant jurisdiction. In the event of a conflict between this Agreement and the Deal Terms, the Deal Terms will govern. Once You have placed Your order, You will receive a confirmation of the purchase of the Deal Receipt, and Your credit card will be charged for the amount of the purchase price of the Deal Receipt, or payment will be effected via such other payment method as We may offer on the Site from time to time. We will notify You by email when the Deal Receipt is ready to be used. In addition, the Deal Merchant will receive information about Your purchase and Your name and e-mail address. Whether You choose to print and/or redeem the Deal Receipt is within Your sole control and at Your sole discretion. The Deal Merchant is solely responsible for honoring the Deal and the Deal Terms when You purchase and/or redeem the Deal Receipt.
4) Unless otherwise provided in the Deal Terms, and unless otherwise prohibited by any Law, the following terms shall apply to any Deal:
- i. No cash value for any Deal Receipt,
- ii. No cash back will be issued for partial redemption of the paid portion of a Deal Receipt, except as required by Law,
- iii. No cash back or credit will be issued for partial redemption of the promotional portion of a Deal Receipt,
- iv. Deal Receipts cannot be combined with any other coupons or promotions unless otherwise noted in the Deal Receipt,
- v. Deal Receipts cannot be used for taxes, tips, prior balances, shipping or handling, as applicable,
- vi. Neither Racewood nor the Deal Merchant is responsible for lost or stolen Deal Receipts or Deal Receipt reference numbers,
- vii. Duplicate use, sale or trade of a Deal Receipt is prohibited, except as required by Law, and
- viii. Unless otherwise stated at the time a Deal Receipt is purchased, the Deal Receipt price does not include sales, value added or use taxes, which may be charged to You separately by the Deal Merchant at the time You redeem the Deal Receipt.
5) We will provide a refund of the purchase price paid by You for any Deal Receipt You purchase within five (5) business days after the purchase of a Deal Receipt, provided that the Deal Receipt has not yet been redeemed. After five business days, We do not provide refunds except that We will provide a refund if You are unable to redeem a Deal Receipt before the applicable expiration of the Deal Receipt because the Deal Merchant has gone out of business.
6) If the Law of an applicable jurisdiction prohibits a coupon or voucher, similar to the Deal Receipts issued by the Deal Merchants through the Site, to expire before a date established under such Law, then, notwithstanding the expiration date printed on the Deal Receipt, the Deal Receipt will not expire until the date after such date. If a Deal Merchant refuses to honor the Deal Receipt, then We will refund the paid portion of Your Deal Receipt in the form of a credit for future Deal Receipt transactions. In order to receive the credit, You must provide the following information in writing to email@example.com: (a) identification of the Deal Receipt and Deal Merchant with whom You sought to redeem the Deal Receipt, (b) statement of the date and the time of the Deal Merchant’s refusal to honor the Deal Receipt and all other details and circumstances relevant to the attempted redemption of the Deal Receipt, and (c) a statement, under penalty of perjury, that the Deal Receipt has never been redeemed with the Deal Merchant.
(b) Terms Applicable to Deals and Seller Products Generally.
1) This Section 6(b) of this Agreement applies with respect to any and all goods, products or services of any Seller (as defined below) that We, on such Seller’s behalf, or such Seller may offer, sell, advertise, promote, or display on Our Site (or which may be purchased by Member Users on a Seller’s Third Party Site via one or more Links from Our Site). Such goods, products and services are, collectively with the Deals, Deal Receipts, and Deal Products described above in Section 6(a)(1), referred to in this Agreement as the “Seller Products”. A “Seller” is any third-party person, entity, merchant or business (whether a Registered Merchant User, Deal Merchant or any other person, whether Registered as a User on the Site or otherwise) who so offers, sells, advertises, promotes or displays its Seller Products on Our Site or who provides Links on Our Site to its own Third Party Site, whereby a Member User may purchase its Seller Products.
2) Each Member User acknowledges and agrees that the Seller is solely responsible and liable for any advertisements, promotions, information or offers (collectively, “Seller Product Information”) relating to any Seller Products it offers, sells or advertises through or by use of the Site. The Seller is solely responsible and liable to You (and Racewood shall not be responsible or liable to You in any way whatsoever) for any and all injuries, illnesses, damages, claims, liabilities and costs (“Damages”) suffered by You which are directly or indirectly caused in whole or in part by, or arise from or are related to, the Seller, any of its Seller Products, any Seller Product Information and/or any other representations, warranties, statements or information whatsoever contained in the Seller Product Information or in the transaction documents relating to the purchase of Seller Products (collectively, “Collateral Information”). Except to the extent prohibited by applicable Law, the foregoing disclaimer applies to all Sellers and their respective Seller Products, Seller Product Information and Collateral Information, irrespective of any applicability to a Deal or Deal Receipt or to any liability arising from unredeemed or partially redeemed Deal Receipts. You waive any claims against and fully and forever discharge and release Racewood and its subsidiaries, affiliates, shareholders (whether direct or indirect), consultants, contractors, partners, officers, directors, employees and agents (collectively, the “Related Persons”) from any Damages arising from or related to any act or omission of any Seller in connection with Your use of any Seller Product Information (including any reliance by You thereon), Your purchase or use of the Seller Products (including Your use of a Deal Receipt or any Deal Products), and, with respect to Deal Merchants, You understand that Racewood is merely a service provider for the Deal Merchant for purposes of marketing the Deal and the associated Deal Receipt, and does not offer or sell the Deal or Deal Products, nor does Racewood issue the Deal Receipts.
3) We assume no responsibility for, and You are solely responsible for confirming, the availability, appropriateness, accuracy, sufficiency, correctness, veracity, completeness, reliability and timeliness of any details regarding any Seller Product Information and/or Seller Products. You are solely responsible for any and all consequences of effecting any transaction or relationship with a Seller and any other transaction or relationship with any other person regardless of whether such person is Registered Merchant User or other User and regardless of whether such transaction or relationship was introduced, contemplated, or completed as a result of the Site. Any purchases that You make from any Sellers, Users or any other person are made at Your own risk and Racewood expressly disclaims all warranties and guarantees, express or implied, with respect to such purchases. You acknowledge and agree that Racewood has no responsibility or liability to You for such purchases and/or transactions.
4) You understand that some or all Seller Products may not be available for purchase to persons residing in certain jurisdictions or geographic areas. We reserve the right, in Our sole and absolute discretion, to exclude or otherwise limit the provision of a Seller Product by or through Our Site to a person residing in a given jurisdiction or geographical area. We do not represent or warrant that any such Seller Product will be available for purchase by any particular person.
5) From time to time, We may offer special promotions, contests and/or sweepstakes (collectively “promotions”) intended to provide You an incentive to purchase Seller Products or products, goods or services offered by Us, or to encourage You to get others to do so. The rules applicable to such promotions will be posted on the Site in or near the description of each such promotion. We reserve the right to interpret these rules in Our sole discretion, and You hereby agree to Our interpretation of the rules.
7. Submitted Content.
(a) License to Submitted Content. Unless otherwise agreed to in writing by You and Racewood, You hereby grant to Racewood a cost free, royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to use without restriction any of the following Data which is collectively defined below as Submitted Content. “Submitted Content” means and includes Data that a Registered User (whether a Member User or a Merchant User) (x) uploads, posts or submits to the Site or sends for display on the Site, and/or (y) sends to other Users on the Site; provided, however, that Submitted Content shall not include User Information (other than the User’s “user name” to the extent included in the Submitted Content and any other information included within the Data that You submit for inclusion on the Site as publicly available information). Such Submitted Content shall include, by way of example and not limitation, all User postings, specifically including all Data a Merchant User posts or submits on its webpage hosted on the Site, all Data provided through the RSS feed on the Site or submitted via or through any application programming interface, all comments, suggestions or feedback on any Content on the Site and any other Data whatsoever that You submit, upload or post to the Site or otherwise transmit to Racewood (other than User Information, as described in the previous sentence). The foregoing license includes, without limitation, the right to copy, store, reproduce, modify, adapt, display, translate, transmit, perform, publish, and create derivative works from the Submitted Content and to sublicense these rights to third parties. Nothing contained in this Agreement shall limit or otherwise affect these rights. You understand and agree that Racewood is not subject to any obligation of confidentiality or non-disclosure with respect to any Submitted Content.
(b) Your Representations. You represent and warrant that (i) You are the sole and exclusive owner of (or have full, unlimited license rights to use and provide to Us in the manner described herein) any Submitted Content that You submit to Racewood or that You post, upload or otherwise transfer to the Site (“Your Submitted Content”); (ii) You have all the rights, power and authority necessary to grant the rights described in this Agreement with respect to Your Submitted Content, without any liens, encumbrances or restrictions thereon, (iii) the use of Your Submitted Content by Racewood in conjunction with the foregoing license rights or by any User of the Site will not give rise to an Infringement Violation, and (iv) none of Your Submitted Content is Prohibited Data (as defined in Section 4).
(c) Your Submitted Content. You acknowledge, understand and agree that:
(i) all of Your Submitted Content will be public and not private,
(ii) any other person (whether a Member User, Merchant User, non-Registered User or otherwise) may review Your Submitted Content without Your knowledge or consent,
(iii) any and all of Your Submitted Content is not confidential and will not be considered confidential, and
(iv) We have no confidentiality or non-disclosure obligations whatsoever with respect to Your Submitted Content.
8. Modifications of Site. User understands and agrees that Racewood may discontinue or change the Site at any time, without notice. Also, User understands and agrees that Racewood may discontinue or restrict User’s use of the Site for any reason without notice.
9. Copyright Protection. The content, features and functions (including the Site’s general and overall look, design, feel and functionality) displayed or placed on the Site by Racewood and/or any Related Persons or other Users (including without limitation, all text, graphics, logos, button icons, images, audio clips, video, data compilations, and software, including, without limitation, both any source code relating to such software and any and all application programming interfaces provided on the Site for Your use) (collectively, the “Racewood Content“), is the property of Racewood or its third-party licensors, including, without limitation, its Registered Users other than You (all such licensors are collectively referred to herein as the “Third Party Licensors”) and is protected by U.S. and international copyright and other intellectual property Laws. The Racewood Content and the Submitted Content are collectively referred to herein as the “Content”.
10. Trademarks. The Site contains the Intellectual Property and IP Rights (each as defined below) of (i) Racewood and/or its subsidiaries or affiliated entities and (ii) Racewood’s Third Party Licensors. Nothing contained in this Agreement should be understood as granting You a license to use any such Intellectual Property (provided, however, that You may use the Content solely and strictly in accordance with the terms and conditions of this Agreement, including, without limitation, Section 11 below). “Intellectual Property” means the commercially valuable and proprietary property of any person or entity, in tangible or intangible form (including software), including any and all rights in and to such property (collectively, the “IP Rights”), whether existing now or hereafter coming into existence and regardless of whether or not such rights have been registered with the appropriate authorities in accordance with applicable law. The IP Rights will include, without limitation, (a) patents, copyrights, trademarks, trade names, trade dress, service marks, domain names, and the goodwill associated with any of the foregoing; (b) rights relating to innovations, know-how, trade secrets, and confidential, technical, and non-technical information; and (c) moral rights, author’s rights, and rights of publicity.
11. Content Use Limitations.
(a) General Limitations. Except as expressly permitted by Us under Section 11(b) or otherwise authorized by Us in a prior written consent, or pursuant to the procedures set forth in Section 11(c) to which You must fully comply, You agree not to (i) copy, reproduce, modify, adapt, display, translate, transmit, perform, publish, create derivative works from, or store any Content on the Site, other than Your Submitted Content or (ii) distribute, transmit, broadcast or circulate any Content on the Site (other than Your Submitted Content) to others. Accordingly, You may not post any Content on the Site (other than Your Submitted Content) to any non-Racewood owned or controlled forums, newsgroups, mail lists, electronic bulletin boards, or other web sites, except as permitted under Section 11(b) or pursuant to Your strict adherence to Section 11(c). Use of all Content on the Site (other than Your Submitted Content) must be for non-commercial purposes only.
(b) Express Permission. Notwithstanding the foregoing, to the extent We so authorize You, We will identify the Content that You are authorized to redistribute and describe ways in which You may redistribute it (such as via email, blogs, or embedded players). We may also require You to include copyright and other proprietary rights notices with that portion of such Content, in the same form in which the notices appear on the Site, and the phrase “Used with permission from yogalocal.com.” is conspicuously stated. We may revoke any such authorization at any time. If You redistribute Content (other than Your Submitted Content), You must be able to edit or delete such publicly posted Content and You must edit or delete it promptly upon Our request.
(c) Conditional and Limited Use of Insubstantial Content Portions. In addition to the express rights We may authorize with respect to use of Content, as stated on the Site, You may, at Your sole risk and option, on an occasional and irregular basis, reproduce, distribute, display or transmit an insubstantial portion of Content (e.g., a headline or excerpt, or a limited number of copies of an article) for a noncommercial purpose and without charge, to a limited number of individuals, provided that You include all such copyright and other proprietary rights notices with that portion of the Content in the same form in which the notices appear on the Site. You understand and agree that if You choose to take the foregoing actions with respect to an insubstantial portion of Content that is not expressly authorized for copy or distribution by Racewood, that Racewood is not obligated to track or confirm Your compliance with the foregoing notice requirements, nor is Racewood in any way liable to any third party for Your failure to so comply. Accordingly, should You reproduce, distribute, display or transmit any insubstantial portion of Content in the manner and subject to the terms above, You hereby agree to fully and forever discharge and release Racewood and its Related Persons from any Damages arising from or related to any third party claims or actions against Racewood arising from any action taken by You under this Section 11. In addition, the indemnification obligations set forth in Section 19 of this Agreement shall apply to any third party actions brought against Us arising from Your failure to comply with the terms of this Section 11.
(d) Content Disclaimer. The Content on the Site includes information, tips, facts, views, and opinions Racewood deems worthy of publication. Racewood DOES NOT GIVE TECHNICAL, BUSINESS, MEDICAL OR ANY OTHER PROFESSIONAL ADVICE THROUGH OR IN CONNECTION WITH THE SITE.
12. Additional Use Limitations. You are prohibited from violating or attempting to violate any security features of the Site, including, without limitation, (i) accessing Content or Data not intended for You, or logging onto a server or account that You are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (iii) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding”, “spamming”, “mail bombing”, or “crashing”; (iv) using the Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services (except to the extent You are a properly registered Merchant User and such promotions or advertisements are posted on Your Merchant User page in accordance with the Registration Terms); (v) using any automatic or manual process to monitor or copy any portion of the Site without Racewood’s prior written permission; (vi) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Services; (vii) introducing any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (viii) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Racewood in providing the Site. Any violation of system or network security may subject You to civil and/or criminal liability.
Our Services may be used only for lawful purposes. Transmission, posting, distribution or storage of material or conduct in violation of any Laws is strictly prohibited. You agree not to use the Site in any manner which causes any Infringement Violations of Racewood or any third party. You shall be solely responsible for any violations of any Laws and for any Infringement Violations of Racewood or any third party rights caused by You. The burden of proving that Your activities in connection with the Site do not violate any Laws or cause any Infringement Violations rests solely with You.
13. Content Generally. We have no obligation to review or monitor any of the Content on the Site. However, You acknowledge and agree that We have the following rights (but not any correlative obligations): (i) to monitor the Site and its Content; (ii) to alter or remove all or any portion of any Content on the Site (including, without limitation, Your Submitted Content and any Deals, Deal Products, Deal Receipts, Seller Products, Seller Product Information and/or Collateral Information); (iii) to disclose the Content and the circumstances surrounding the transmission of the Content to any third party in order to operate the Site properly; (iv) to protect Ourselves and Our sponsors, affiliates, merchant partners and Users; and (v) to comply with legal obligations or governmental requests. We also reserve the right to access, read, preserve, and disclose any information (including any of the Content on the Site) as We reasonably believe is necessary to (i) satisfy any applicable Law or legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of Racewood, its Users and the public. You further acknowledge and agree that Racewood is not responsible for, and has no obligation to screen, filter or review, the submission by any User of any Submitted Content. You acknowledge and agree that Racewood has no responsibility or liability to You, Your assignee or designee, or anyone acting on Your behalf in connection with any Submitted Content or any transactions or communications related thereto, regardless of whether Racewood has had the opportunity to review, or has reviewed, the Submitted Content, whether prior to, or following, the submission by a User of the Submitted Content. Further, You acknowledge and agree that Racewood has no obligation to monitor or control any User’s use of the Submitted Content, including, without limitation, any User’s use of the Submitted Content in violation of Sections 11 or 12 of this Agreement. The inclusion of any such Submitted Content on the Site does not imply endorsement or sponsorship by Racewood of such Submitted Content and Racewood expressly disclaims any and all liability for Submitted Content.
14. Violations. Racewood may investigate reports of abuse or misuse and, if appropriate, limit or prohibit Your use of the Site or modify Your Account or User profile to reflect its determinations. You agree that We may access Your Account and records on a case-by-case basis to investigate complaints or allegations of abuse, Infringement Violations, or other unauthorized use of the Site. Racewood does not intend to disclose the existence or occurrence of such an investigation unless required by Law, but Racewood reserves the right to terminate Your Account or Your access to the Site immediately, with or without notice to You, if We believe You have violated any terms of this Agreement, furnished Racewood with false or misleading information, or interfered with use of the Site by others. All determinations are final and are made at Racewood’s sole discretion. In agreeing to this Agreement, You agree to participate in investigations and be bound by Racewood’s determinations. If Racewood, in its sole discretion, determines that a violation of this Agreement has occurred, or if Racewood believes that Your actions may cause legal liability for You, Our Users or Us, Racewood may take any actions or pursue any legal remedies that it believes are necessary or prudent, including, but not limited to, issuing a warning, filing a complaint, deleting any posted material from Our Site, suspending or canceling Your Account, releasing User Information, filing a report with the appropriate authorities and/or excluding any person(s) who may have violated any terms of this Agreement from use of the Site or Services. Racewood may cooperate with any investigation by any federal, state, or local body or any court or tribunal. Such cooperation may be with or without notice to You. We will take each reported Account into consideration during the investigation process before making a decision.
YOU ACKNOWLEDGE that SOME OF THE CONTENT ON THE SITE (WHETHER SUBMITTED CONTENT OR OTHERWISE) may be provided by individuals in the medical profession OR BE RELATED TO GENERAL MEDICAL ISSUES, the provision of such Information does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition, but is provided to assist you with locating appropriate medical care from a qualified practitioner. Before undertaking any physical activity, you should consult with a qualified professional regarding the appropriateness of such activity for you. YOUR USE OF INFORMATION PROVIDED ON THE SITE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, IN PLACE OF DIRECT PROFESSIONAL ADVICE OR CARE.
17. LIMITATION OF LIABILITY. BY USING THE SITE, THE CONTENT OR THE SERVICES, USER IS AGREEING THAT UNDER NO CIRCUMSTANCE WILL RACEWOOD OR ANY RELATED PERSONS BE RESPONSIBLE FOR (I) ANY INFORMATION (REGARDLESS OF WHETHER PROVIDED OR OMITTED BY RACEWOOD, ITS PARTNERS, OR OTHER THIRD PARTIES (INCLUDING OTHER USERS)) CONTAINED IN, DISPLAYED ON OR OMITTED FROM THE SITE; (II) ANY PERSON’S RELIANCE ON ANY CONTENT (REGARDLESS OF WHETHER PROVIDED BY RACEWOOD, ITS PARTNERS, OR OTHER THIRD PARTIES (INCLUDING OTHER USERS)) OR SERVICES, WHETHER OR NOT THE CONTENT OR SERVICES ARE CORRECT (OR ADEQUATELY PERFORMED), CURRENT OR COMPLETE; (III) THE CONSEQUENCES OF ANY ACTION A USER OR ANY OTHER PERSON TAKES OR FAILS TO TAKE BASED ON THE CONTENT OR SERVICES BY OR AS A RESULT OF THE USE OF THE SITE; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER’S TRANSMISSIONS OR DATA, OR (V) THE LOSS OF ANY PERSONAL DATA THROUGH THE SITE, OR DAMAGES CAUSED BY, ARISING FROM OR RELATED TO ANY TRANSACTION (WHETHER WITH US OR WITH ANY SELLER OR MERCHANT USER) INVOLVING ANY SELLER PRODUCT INFORMATION, SELLER PRODUCTS OR INFORMATION ABOUT ANY SELLER OR MERCHANT USER GENERALLY.
USER SPECIFICALLY AGREES THAT IN NO EVENT SHALL RACEWOOD OR ANY OF ITS RELATED PERSONS BE LIABLE FOR ANY CONDUCT BY USER ASSOCIATED WITH THE SITE, INCLUDING, BUT NOT LIMITED TO, ACTIVITIES RELATING TO ANY OF THE FOLLOWING CONTENT OR SERVICES (WHETHER OFFERED CURRENTLY OR OTHERWISE, OR TO ACTIVITIES RELATING TO THOSE OTHER SERVICES THAT MAY BE OFFERED IN THE FUTURE): COMMUNITIES, SELLER LISTINGS, USER PROFILES, SURVEYS, PAGES DESCRIBING OFFERS BY SELLERS, ADS, CHAT ROOMS, FORUMS OR MESSAGE OR COMMENT BOARDS.
IN NO EVENT SHALL RACEWOOD OR ANY OF ITS RELATED PERSONS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE, OR FROM ANY SELLER PRODUCTS (INCLUDING DEALS AND DEAL RECEIPTS), SELLER PRODUCT INFORMATION, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF RACEWOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN THE EVENT RACEWOOD IS FOUND LIABLE, ITS LIABILITY TO USER OR ANY THIRD PARTIES IS LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU HAVE PAID TO UTILIZE THE SITE OR THE SERVICES OR (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. These limitations apply among other things to any third-party claims against RACEWOOD. The provisions of Sections 15-18 represent a reasonable allocation of the risks under this Agreement. Racewood’s willingness to allow You to access and use the Site reflects this allocation of risk and the limitations of liability specified herein.
18. WAIVER OF CLAIMS. BY USING THIS SITE, THE CONTENT, AND/OR THE SERVICES, YOU SIGNIFY YOUR AGREEMENT TO AND DO THEREBY WAIVE ALL CLAIMS WHICH HAVE NOT BEEN FILED OR WHICH MAY HAVE ACCRUED AGAINST RACEWOOD OR ANY OF ITS RELATED PERSONS PRIOR TO OR AS OF THE DATE YOU HAVE POSTED YOUR SUBMITTED CONTENT GIVING RISE TO SUCH CLAIM, REGARDLESS OF THE NATURE OF THE ACTION, WHETHER IN LAW OR EQUITY, AND SUCH CLAIMS ARE FOREVER BARRED.
19. Indemnity. User agrees to defend, indemnify and hold harmless Racewood and (as applicable) its Related Persons against any and all claims, penalties, losses, liabilities, judgments, settlements, awards, damages, costs and expenses (including court costs and attorneys’ fees), resulting from, arising out of or related to (i) User’s breach of this Agreement or breach of any warranty or representation made by User under this Agreement, (ii) Infringement Violations, or any third-party action, proceeding or claim alleging Infringement Violations, related to, arising from or in connection with any Submitted Content posted or transmitted to the Site by such User, (iii) User’s violation of any Law; (iv) User’s use of the Site (including, but not limited to, the Content); (v) User’s use or purchase of the Seller Products or use of the Seller Product Information; (vi) User’s use any other products, goods, or services posted or described on the Site (including those products, goods or services posted or described by other Users or other third parties); (vii) User’s Submitted Content; and (viii) User’s communications between User, Racewood, other Users, Our business partners, and/or other third parties. You agree that Racewood may, at its own expense, assist in the defense of any third-party action, proceeding or claim for which Racewood is entitled to indemnification under this Section 19. Racewood will promptly provide You with written notice of any such action, proceeding or claim which Racewood believes falls within the scope of this indemnification
20. Revocation of Access. Racewood reserves the right to revoke User’s access to the Site or any use authorizations relating to the Site granted to User.
21. Use of Software. We may make certain software available to You from the Site. If You use or download software from the Site, the software, including all files and images contained in or generated by the software, and the accompanying data (collectively, “Software“) are deemed licensed to You by Racewood, for Your personal, noncommercial, home use only. Such download does not transfer either the title to or the IP Rights associated with the Software, and We retain full and complete title to the Software as well as all IP Rights therein. You shall not sell, redistribute, or reproduce the Software, nor shall You decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form. All trademarks and logos are owned by Racewood or its Third Party Licensors and You shall not copy or use them in any manner.
23. Applicable Law. Racewood makes no representation that any of the Content is appropriate or available for use in locations other than the United States. Racewood has no responsibility for any access to this web site from any countries or territories where the Content may be illegal or otherwise prohibited. Users who choose to access this Site from other locations do so at their own risk and are responsible for compliance with applicable local Laws. Any claim relating to the use of Site and any Content shall be governed by the internal substantive Laws of the State of New York, without regard to its conflicts of laws rules. Any controversy, dispute or claim arising out of or related to this Agreement or Your use of the Site or Services shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State, City and County of New York, pursuant to the rules of the American Arbitration Association. The arbitration tribunal shall consist of one arbitrator. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court, or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate.
24. Notice. The communications between You and Racewood shall be made using electronic means, whether by Your uploading Submitted Content or inquiries via the Site or through emails at the “contact us” page of the Site, or by Our posting notices on the Site or issuing communicates to You via email. For contractual purposes, except as required by Law and under the DMCA (as herein defined), You (a) consent to receive communications from Racewood in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Racewood provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect Your non-waivable rights. Racewood may also give notice of changes to this Agreement or other matters related to Racewood by displaying notices to Users on the Site.
25. General. This Agreement constitutes the entire agreement between Racewood and You with respect to Your use of the Site, and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral with respect to this subject matter. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of any Section. If any part of this Agreement is deemed invalid or void, that part of the Agreement shall be deemed severable and shall not affect the validity or enforceability of any of the remaining conditions. Racewood’s failure to act with respect to a breach by You or others does not waive Our right to act with respect to subsequent or similar breaches. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. Each User (including all Member Users and Merchant Users) is considered nothing more than an independent contractor of Racewood, and nothing in this Agreement creates a partnership, employment relationship or agency. You may not assign this Agreement or Your rights and obligations hereunder, in whole or in part, to any third party without Our prior written consent, and any attempt by You to do so will be invalid. Our rights under this Agreement which, by their nature should naturally survive the termination of this Agreement (including, without limitation, Sections 7, 9, 10, 11, 12, 14, 16, 17, 18, 19, 21, 23, 24 and 25) shall so survive any such termination.
26. Assignment. We may assign this Agreement at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of Racewood to another entity. We will post a notice on the Site regarding any change of ownership so that You have the opportunity to discontinue Your use of the Site or cancel Your registration if You do not wish to continue to use the Site and the Services under the new ownership. You may not assign, transfer or sublicense this Agreement to any third party individual or entity, and any attempt to do so in violation of this section shall be null and void
27. No Purchases by Minors. By purchasing on the Site any product, good or service (including any Deal Receipt) from Racewood, You represent that You are 18 years of age or older. If a child under the age of 18 orders any such product, good or service from Racewood without parental or guardian permission, then the parent or guardian may return the Deal Receipt/Deal Products for a refund according to the posted returns and exchanges policy that relate to that order.
28. Infringement Policy. Pursuant to § 201.38 and Digital Millennium Copyright Act (the “DMCA”), Racewood respects the intellectual property of others, and We ask Our users to do the same. Racewood may, in appropriate circumstances and at its discretion, cancel postings and/or terminate the Accounts of Users who may be causing Infringement Violations.
If You have found that Your work has been copied in a way that constitutes copyright infringement, or Your intellectual property rights have been violated, please submit the following information to Our designated agent.
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Racewood to locate the material;
- Information reasonably sufficient to permit Racewood to contact You, such as an address, telephone number, and if available, an electronic mail address at which You may be contacted;
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the Law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
DMCA COUNTER-NOTIFICATION PROCEDURE (FOR COPYRIGHTED WORKS ONLY):
After Racewood notifies a User that it has removed or disabled access to the User’s post because it contains material that allegedly infringes a third party’s copyright, the User may give Racewood a statutory counter-notification pursuant to the DMCA in an effort to have the material in question restored. Any counter-notifications must be given in writing by email (see below) to Racewood’s designated agent, Ben Fleisher, firstname.lastname@example.org, and must contain the following elements:
- Your physical or electronic signature;
- A description of the material that was taken down;
- The URL of the material before it was taken down;
- A statement under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the item to be removed or disabled;
- Your name, address and telephone number; and
- A statement that You consent to the jurisdiction of the federal district court where Your address is located (or if You reside outside the United States, that You consent to jurisdiction in New York County and City in the State of New York), and that You will accept service of process from the person who provided notification under 17 U.S.C. Section 512(c)(1)(C) or an agent of such person.
Note that You may be found liable for damages (including costs and attorneys’ fees) if You materially misrepresent that a product or activity does not infringe the copyrights of others. If You are unsure whether certain material may infringe another’s copyright, We recommend that You first discuss this issue with Your legal counsel.
Please note that Racewood enforces a policy that provides for the termination of Users who are repeat infringers in appropriate circumstances.
A sample counter-notification letter is available at www.chillingeffects.org/dmca/counter512.pdf
Please contact Racewood’s Designated Agent to Receive Notification of Claimed Infringement at the following address:
Designated Agent (updated July 2, 2012)
Mr. Ben Fleisher
Last Updated on July 2, 2012