BY CREATING A MEMBERSHIP ACCOUNT (HEREINAFTER, A "SUBSCRIPTION"), YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. BY USING THE WEBSITE AND SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OLD, OR THAT IF YOU ARE YOUNGER THAN 13 YEARS OLD, YOUR PARENT OR LEGAL GUARDIAN HAS CONSENTED TO YOUR ACCESS AND USE OF THE WEBSITE AND THE COLLECTION, USE AND DISCLOSURE OF THE PERSONAL INFORMATION. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
Subject to Your compliance with the terms and conditions of this Agreement, BSWDD grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Website and Services. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of BSWDD or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
6. USER INFORMATION/PASSWORD PROTECTION
You may also be asked to provide, or may be given, a user name and password in connection with certain use of the Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, user name, or password of someone else at any time. You agree to notify BSWDD immediately of any unauthorized use of Your account, user name, or password. BSWDD shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by BSWDD, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your account or password. You must also promptly notify BSWDD if any credit card that You have provided to us is lost, stolen or used without permission.
BSWDD is an advertising directory for Web Designers, Web Developers, Marketing Specialists, IT Professionals, Freelancers, Graphic Designers and anyone else involved in the creation and maintenance of Web sites, Interactive Media and Print Materials to advertise their services to those who require their expertise, knowledge and creativity.
8. THIRD-PARTY WEBSITES AND ADVERTISERS
The Website may be linked with the websites of third parties ("Third-Party Websites"), some of whom may have established relationships with BSWDD and some of whom may not. BSWDD does not have control over the content and performance of Third-Party Websites. BSWDD HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, BSWDD DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. BSWDD DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
9. CONSENT TO RECEIVE EMAIL
By registering with BSWDD, You thereby consent to receive periodic email communications from BSWDD regarding the Services and other matters. To update your email preferences please access your admin account or contacting our Customer Service Department for assistance.
10. COMMUNICATIONS MADE TO THIRD-PARTIES BY MEANS OF THE WEBSITE
You acknowledge that any communications sent by You to third parties by means of the Website (e.g. through a "send to a friend" form), whether by email or otherwise, are not private, and such communications may be read by third parties with or without your knowledge. Further, You agree that the content of any communications that you send to third parties by means of the Website shall be non-confidential and non-proprietary. BSWDD reserves the right to use such communication for any purpose.
11. MEMBERSHIP ACCOUNTS
There is one type of membership account available on the Website. "Subscription" or membership accounts are paid subscriptions that auto-renew on an annual basis until cancelled. You agree that we may change the types of accounts that are available on the Web site or the features associated with them at any time.
12. BILLING FOR MEMBERSHIP ACCOUNTS; REFUNDS
If You are the Administrator of your account, You expressly agree that BSWDD is authorized to bill You or Your Company an annual subscription fee. The subscription fee will be billed at the beginning of Your membership, on each annual membership renewal thereafter, unless and until You cancel Your Subscription.
All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. BSWDD may change the fees and charges in effect, or add new fees and charges from time to time, but BSWDD will give You advance notice of these changes by email. If You want to use a different payment method or if there is a change in Your credit card validity or expiration date, You may edit Your payment method information by visiting your admin account or contacting our Customer Service Department for assistance.
Your Subscription will continue in effect unless and until You cancel or BSWDD terminates it. You must cancel Your Subscription before it renews each year in order to avoid billing of future membership fees to Your payment method. You may cancel your Subscription anytime, and cancellation will be effective until your current year or term expires. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. To cancel Your account, please contact the Customer Service Department.
13. USER CONTENT
You hereby represent and warrant that You own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided the BSWDD Parties under this section. You further represent and warrant that all User Content fully complies with BSWDD’ Community Guidelines.
14. ONLINE FORUMS
"Online Forum" is any area, site or feature offered as part of the Website that enables You (a) to submit, post, display and/or view User Content and/or (b) to communicate, share, or exchange User Content with other Website members or visitors, including without limitation, photos, videos, personal profiles, business profiles, discussion forums, message boards, and chat rooms. You understand and acknowledge that anything You submit or post by way of any Online Forum may be viewed on the Internet by other members and the general public and that, therefore, You have no expectation of privacy with regard to any such submission or posting. Online Forums and features offered therein are for public and not private communications. You are, and shall remain, solely responsible for the User Content submitted and/or posted under your username, or otherwise by You, in any Online Forum and for the consequences of submitting and posting same. You understand and acknowledge that the use of User Content posted on any Online Forum is at Your own risk. BSWDD is not responsible for, and BSWDD does not endorse, the opinions, advice or recommendations posted or sent by users in any Online Forum, and BSWDD specifically disclaims any and all liability in connection therewith. Your ability to access and view User Content with an Online Forum and/or to submit and post User Content within an Online Forum may be subject to certain age restrictions, and other restrictions, that BSWDD may revise at its sole discretion, at any time, for any reason or no reason at all. Such restrictions will be posted with the Online Forum, as applicable.
15. OBJECTIONABLE CONTENT
You represent and warrant that you shall not use the Website or Services, including without limitation Online Forums, to upload, post, transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, pornographic, may constitute child pornography, may solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18, or are otherwise objectionable; (b) advocate or encourage conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (c) advertise or otherwise solicit funds or constitute a solicitation for goods or services; or (d) violate any provision of this Agreement or any other BSWDD agreement or policy, including without limitation BSWDD’ Community Guidelines (collectively, "Objectionable Content"). BSWDD may monitor the Website for Objectionable Content. Without limiting any of its other remedies, BSWDD reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance or distribution of Objectionable Content. BSWDD, in its sole discretion, may delete any Objectionable Content from its servers. BSWDD intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
16. PROHIBITED USES
BSWDD imposes certain restrictions on Your use of the Website and the Services, including without limitation Online Forums. You represent and warrant that you will not: (a) violate or attempt to violate any security features of the Website or Services; (b) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (c) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (d) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (e) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (f) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (g) attempt 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 the BSWDD Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.
17. INTELLECTUAL PROPERTY
(a) Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. THE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU.
BlueSky Web Design Directory, BlueSky WDD, BSWDD, the BSWDD logo, the BSWDD icons and navigation buttons are trademarks or registered trademarks of BSWDD. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the BSWDD Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the BSWDD Marks generated as a result of Your use of the Website and Services will inure to the benefit of BSWDD, and You agree to assign, and hereby do assign, all such goodwill to BSWDD. You shall not at any time, nor shall You assist others to, challenge BSWDD’ right, title, or interest in or to, or the validity of, the BSWDD Marks.
(c) Copyrighted Materials; Copyright Notice
All content and other materials, with the exception of User Content, available through the Website and Services, including without limitation the BSWDD logo, BSWDD icons, BSWDD navigation buttons, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by BSWDD or are the property of BSWDD’ licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2010 to the present, Carnegie Interactive, LLC, BlueSky Web Design Directory, ALL RIGHTS RESERVED.
(d) DMCA Policy
As BSWDD asks others to respect BSWDD’ intellectual property rights, BSWDD respects the intellectual property rights of others. If you believe content located on or linked to by the Website violates Your copyright, you are encouraged to notify BSWDD in accordance with BSWDD’ Copyright Policy. BSWDD will respond to all such notices, including as required or appropriate by removing the offending material or disabling all links to the offending material. BSWDD has adopted a policy that provides for the immediate suspension and/or termination of any user who is found to have infringed on the rights of BSWDD or of a third party or otherwise violated any intellectual property laws or regulations.
18. DISCLAIMERS; LIMITATION OF LIABILITY
(a) DISCLAIMER INVOLVING ACCURACY OF PERSONAL INFORMATION AND CONTINUED PRIVACY
PERSONAL INFORMATION CONTAINED ON THE WEBSITE, OR OTHERWISE SUPPLIED IN CONNECTION WITH THE SERVICES, IS MADE AVAILABLE BY THE INDIVIDUAL OR ENTITY PROVIDING SUCH PERSONAL INFORMATION; BSWDD DOES NOT ASSESS OR WARRANT THE ACCURACY OR THE COMPLETENESS OF SUCH INFORMATION. YOU ACKNOWLEDGE THAT RELIANCE UPON ANY INFORMATION MADE AVAILABLE THROUGH WEBSITE SHALL BE AT YOUR SOLE RISK. YOU AGREE TO RELEASE, HOLD HARMLESS AND INDEMNIFY BSWDD FROM ANY AND ALL LIABILITY ARISING FROM INCORRECT OR INCOMPLETE INFORMATION REGARDING ANY ASPECT OF THE WEBSITE OR SERVICE.
PERSONAL INFORMATION MADE AVAILABLE BY YOU THROUGH THE WEBSITE MAY BE DISCLOSED TO WEBSITE MEMBERS. BSWDD IS NOT RESPONSIBLE AND HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR DISCLOSURE, SUBSEQUENT USE AND CONTINUED PROTECTION OF PERSONAL INFORMATION PROVIDED TO, VIEWED, OR DOWNLOADED BY WEBSITE MEMBERS.
(b) NO WARRANTIES.
BSWDD, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, BSWDD, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER BSWDD NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER BSWDD NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.
(c) YOUR RESPONSIBILITY FOR DEFAMATORY COMMENTS
YOU AGREE AND UNDERSTAND THAT YOU MAY BE HELD LEGALLY RESPONSIBLE FOR DAMAGES SUFFERED BY OTHER WEBSITE USERS OR THIRD PARTIES AS THE RESULT OF YOUR REMARKS, INFORMATION, FEEDBACK OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE WEBSITE THAT IS DEEMED DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE. UNDER THE FEDERAL COMMUNICATIONS ACT OF 1996, BSWDD IS NOT LEGALLY RESPONSIBLE, NOR CAN IT BE HELD LIABLE FOR DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION TO ANY DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE REMARKS, INFORMATION, FEEDBACK OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE WEBSITE.
(d) YOUR RESPONSIBILITY FOR LOSS OR DAMAGE; BACKUP OF DATA
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD BSWDD OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC DISK FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT. YOU AGREE AND UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO BACKUP YOUR DATA TO YOUR PERSONAL COMPUTER OR EXTERNAL STORAGE DEVICE AND TO ENSURE SUCH BACKUPS ARE SECURE.
(e) LIMITATION OF LIABILITY
THE LIABILITY OF BSWDD AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BSWDD OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO BSWDD OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF BSWDD AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO BSWDD DURING THE YEAR PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN BSWDD AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND BSWDD OR BETWEEN YOU AND ANY OF BSWDD’ LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. BSWDD’ LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
19. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other BSWDD policies, and with any applicable laws or regulations.
You represent and warrant that You are at least 13 years of age, or that if You are younger than 13 years old, Your parent or legal guardian has consented to the collection, use and disclosure of the personal information you provide.
20. INDEMNITY BY YOU
You agree to defend, indemnify and hold harmless BSWDD and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and Industry Professionals (collectively, the "BSWDD Parties") from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; or (iii) Your provision to BSWDD or any of the BSWDD Parties of information or other data.
The BSWDD Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the BSWDD Parties. You may not settle any Claim without the prior written consent of the concerned BSWDD Parties.
21. GOVERNING LAW; JURISDICTION AND VENUE
The Website, Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Atlanta, Georgia and shall be governed by and construed in accordance with the laws of the State of Georgia without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
(a) Requirement of Arbitration.
You agree that any dispute, of any nature whatsoever, between You and BSWDD arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration before a representative of JAMS in Atlanta, Georgia unless You and BSWDD mutually agree to a different arbitrator, who shall render an award in accordance with JAMS’ Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the JAMS’ fee and reasonable attorneys’ fees) to the prevailing party.
(b) Remedies in Aid of Arbitration; Equitable Relief.
This agreement to arbitrate will not preclude You or BSWDD from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or BSWDD from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING "EQUITABLE RELIEF" WILL BE THE FEDERAL AND STATE COURTS LOCATED IN ATLANTA, GEORGIA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
(a) By BSWDD
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, BSWDD RESERVES THE RIGHT TO, IN BSWDD’ SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
(b) Automatic Termination Upon Breach By You
This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by BSWDD.
(c) By You
You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to BSWDD notice of Your intention to do so, in the manner required by this Agreement.
(d) Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, BSWDD shall, but has no obligation to, make commercially reasonable efforts to delete from BSWDD’ systems all User Content, Your Personal Information and any other files or information, except for information required to maintain invoice history, customer records and accurate accounting records, that You made available to BSWDD or that otherwise relate to Your use of the Website or Services. Subsequent to termination, BSWDD reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider.
(e) Legal Action
If BSWDD, in BSWDD’ discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, BSWDD will be entitled to recover from You as part of such legal action, and You agree to pay, BSWDD’ reasonable costs and attorneys’ fees incurred as a result of such legal action. The BSWDD Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1-3, 6, 8-9, 12-21 and 23 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed BSWDD.
(a) Entire Agreement; Amendment
This Agreement constitutes the entire agreement between BSWDD and You concerning Your use of the Websites. This Agreement and any other written agreements executed between You and BSWDD constitute the entire agreement concerning Your use of the Services. This Agreement may only be modified by a written amendment signed by an authorized executive of BSWDD or by the unilateral amendment of this Agreement by BSWDD and by the posting by BSWDD of such amended version.
(b) Severability; Waiver
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of BSWDD. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
You and BSWDD are independent Industry Professionals, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
(e) Third-Party Beneficiaries
Except for the BSWDD Parties as and to the extent set forth in Sections 13, 14, 20 and 22(e), and BSWDD’ licensors and suppliers as and to the extent expressly set forth in Section 18, there are no third-party beneficiaries to this Agreement.
(f) Irreparable Injury
You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to BSWDD and BSWDD’ licensors and suppliers, and would therefore entitle BSWDD or BSWDD’ licensors or suppliers, as the case may be, to injunctive relief.
All notices required or permitted to be given under this Agreement must be in writing. BSWDD shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to BSWDD. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH BSWDD IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY BSWDD OF AN EMAIL TO THAT ADDRESS. You shall give any notice to BSWDD by means of: (i) hand delivery; (ii) certified U.S. mail, return receipt requested, postage prepaid; or (iii) overnight courier, each as send to Carnegie Interactive, LCC, Attn: BlueSky Web Design Directory, PO Box 594, Alpharetta, GA 30009. All notices to BSWDD will be deemed received as follows: (i) if by hand-delivery, on the date of delivery; (ii) if delivery by U.S. mail, on the date of receipt appearing on a return receipt card; or (iii) if by overnight courier, on the date the receipt is confirmed by such courier service. You agree that any notice received from BSWDD electronically satisfies any legal requirement that such notice be in writing.
Effective Date: October 15, 2010