1.1. INTRODUCTION - The provisions of this User Agreement (hereinafter, "T&C's" or simply, "Agreement") will govern your use of our website, and you should therefore take some time to read it carefully. Should you have any questions or comments regarding our website, or its policies, please feel free to contact us at: email@example.com.
1.2. Additionally, through the use of these Terms of Service, we are placing legal conditions on your use of this website (www.propwatch.org; hereinafter, the "Website"), and making certain promises to you.
1.3. Party Definitions
1.3.1. "Us," the service provider - Propwatch Inc. (hereinafter, also referred to as simply, "PropWatch") is the service provider of www.propwatch.org, www.propwatch.com"; and "www.propwatch.net". It should be obvious, but for the sake of legal clarity, when this Agreement uses first-person pronouns such as "Us," "We," "Our," "Ours," etc., those first-person pronouns are referring to Propwatch Inc. as the service provider for www.propwatch.org.
1.3.2. "You," the User - As a User of this Website, this Agreement will refer to the User as "You" or through any second-person pronouns, such as "Your," "Yours," etc. Hereinafter, the User of the Website shall be referred to in applicable second-person pronouns.
1.3.3. The Website - When the term "Website," is used in this set of T&C's, it means www.propwatch.org; unless the Agreement specifically says otherwise.
1.4. First and foremost; BEFORE accessing or using Our Website, You must agree to ALL of the conditions in this Terms of Service (also referred to as, "T&C's" or "Agreement"). If You do not wish to be bound by each and every provision in this Agreement, then You should leave immediately!
1.5. You may not unilaterally disregard any portion of this Agreement. However,
if there is a particular portion of this Agreement that You wish to avoid, You
may contact Us to negotiate a separate agreement BEFORE You use Our Website.
1.5.1. We do not guarantee that such negotiations will be successful. Nevertheless, if You wish to discuss Your own personalized Agreement, please contact Us or have Your attorney do so.
1.6. If You do not understand all of the terms in this Agreement, then You should consult with an attorney before accessing/using any portion of Our Website, other than this Agreement.
1.7. Consideration - Consideration for Your acceptance of all the provisions
listed in this Agreement has been provided for You in the form of allowing You
to use Our Website.
1.7.1. You agree that such Consideration is adequate, and that Your Consideration is received upon Your viewing and/or downloading, any portion of Our Website.
1.8. Revisions to this Agreement
1.8.1. From time to time, We may revise this Agreement. We reserve the right to do so, and You specifically agree that We have this unilateral right. You agree that all modifications or changes to this Agreement are in force immediately upon posting. The updated or edited version supersedes any prior versions immediately upon its posting, and the prior version(s) shall have no continuing legal effect.
1.8.2. If We change anything in this Agreement, the change will be reflected in the "last modified date" at the top of this Agreement.
1.8.3. You agree to re-visit Our Website's T&C's on a weekly basis, and to use the "refresh" button on Your browser when doing so. Upon each visit, You agree to note the date of the last revision to this Agreement. If the "last modified" date remains unchanged from the last time You reviewed this Agreement, then You may presume that nothing in the Agreement has been changed since the last time You read it.
1.8.4. If the "last modified" date has changed, You can be certain that something in the Agreement has been changed, and You agree that You will re-review the Agreement in its entirety and that You will agree to its terms or immediately cease all use of any Websites in Our Network.
1.8.5. Waiver - If You fail to re-review this Agreement, as required to determine if any of the terms have changed, You assume all responsibility for such omissions. You also agree that such failure, amounts to Your affirmative waiver of Your right to review the amended terms of the Agreement. We are in no way responsible for Your neglect of Your legal rights.
2.1. You must agree to ALL of the terms in this Agreement before using Our Website.
2.2. Your affirmative acceptance of all the terms provided within this Agreement
is, and will be, demonstrated by You when:
2.2.1.You click any link, button, or other device, provided to You in any part of Our Website's interface. Upon the performance of any of these actions, You have legally agreed to all of these T&C's; or
2.2.2. By accessing or using any of Our Services in any manner.
2.3. You understand, and agree, that We will consider any use of Our Website as Your affirmation of Your complete and unconditional acceptance of all of the terms in this Agreement.3. RESTRICTIONS ON USE OF WEBSITE:
3.1. You agree that You will only use Our Website for purposes expressly permitted and contemplated by this Agreement. You may not use the Website for any other purposes without Our express prior written consent.
3.2. Without Our express prior written authorization, You may not:
3.2.1. Duplicate any part of the Website or the materials contained therein (except as expressly provided elsewhere in this Agreement);
3.2.2. Redistribute or create any derivative works based on the Website or any of the materials contained therein. You agree that any such use is NOT "fair use";
3.2.3. Use the Website or any of the materials contained therein for any public display, public performance, sale or rental, and You hereby agree and stipulate that any and all such uses are NOT "fair use";
3.2.4. Remove any copyright or other proprietary notices from the Website or any of the Materials contained therein;
3.2.5. Circumvent any encryption or other security tools used anywhere on the Website (including the theft of user names and passwords or using another person's username and password in order to gain access to a restricted area of the Website).
4.1. General Services - Our Website provides You with the ability to view information, news, commentary, and in-depth analysis in the field of propaganda provided by Propwatch Inc.5. DISCLAIMER AND INDEMNIFICATION:
5.1. If We determine that You or any User has used Our Website services in violation of any law, Your ability to use the Website may be terminated immediately and We have every right to voluntarily cooperate with law enforcement or private aggrieved parties that We may be legally compelled to do so. We hereby disclaim any liability for damages that may arise from any User providing any services for any purpose that violates any law. You do hereby agree to defend, indemnify and hold Us harmless from any liability that may arise for Us should You violate any law.
5.2. You also agree to defend and indemnify Us should any third party be harmed by Your actions or should We be obligated to defend any claims including, without limitation, any criminal or civil action brought by any party.
5.3. You agree to defend, indemnify, and hold harmless Us, Our officers, directors, shareholders, employees, independent contractors, telecommunication providers, and agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from Your (or You under another person's authority - including without limitation to governmental agencies) use, misuse, or inability to use the Website or any of the Materials contained therein, or Your breach of any part of this Agreement. We shall promptly notify You by electronic mail of any such claim or suit, and cooperate fully (at Your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or defense at Our own expense, and choose Our own legal counsel; however, We are not obligated to do so.6. INTELLECTUAL PROPERTY INFORMATION:
6.1. "PropWatch" is Our Service Mark(s) and/or Trademark(s).
6.2. Other companies' product and service names referenced on Our Website may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners, and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks.
6.3. COPYRIGHT - This Website belongs to Us, and We either own or have rights to display all of the materials thereupon. You may not use any of Our Content or Materials, without Our express written consent.
7. LIMITATION OF LIABILITY:
7.1. In no event, shall We (or Our licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to You, or any other third party for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, revenue, or goodwill, which may arise from any person's use, misuse, or inability to use the Website or any of the Materials contained therein, even if We have been advised of the probability of such damages. This is for any matter arising out of or relating to this Agreement, whether such liability is asserted on the basis of contract, tort or otherwise, even if We have been advised of the possibility of such damages.8. COMPLAINT POLICY:
8.1. You agree that if You have any complaint about any content on Our Website,
that You will provide notice to Us by mail to:
1101 East Cumberland Ave. Ste 201H
Tampa, FL 33602,
or fax to: (727) 914-8749
8.2. You agree that We shall have ten (10) business days after RECEIPT of said notice to evaluate Your concerns.
8.3. After evaluating Your concerns, We will either inform You that We do not
believe Your concern is valid, or We will request Your preference regarding an
opportunity to cure Your concerns. This cure may include one of the following:
8.3.1. We may offer to delete the offending material.
8.3.2. We may offer to modify the offending material.
8.3.3. We will engage You and seek any other alternative resolution that will mitigate Your damaged legal interests - whether or not We are legally required to do so.
8.4. You acknowledge and agree that upon transmission of Your complaint to us, You will be considered to have engaged in settlement discussions with Us, and neither party will initiate formal legal action while non-adversarial resolution is in progress. You agree that You will not file suit unless and until We issue a statement to You that We have taken Our final action, and that no further action will be taken without adversarial proceedings. At that point, You may proceed with arbitration as provided for under this Agreement.
8.5. You acknowledge that once You accept any of Our offers of nonadversarial resolution, that You irrevocably waive any and all possible claims for any allegedly offending material on Our Website and that if You do bring any action against Us that You hereby stipulate that You will bear Your own costs and fees incurred in the action, regardless of the outcome of that action, and that You stipulate that Your damages will be limited to $1, and no more, and that You hereby acknowledge that such amount of $1 is sufficient and adequate.
8.6. You understand that no part of this Agreement obligates Us to go beyond that required by law, and this Agreement is in place for Your convenience. If We believe that Your requests are unreasonable, We reserve every right to terminate discussions with or file suit against You to recover any legal fees incurred due to harassing or unreasonable requests.9. GENERAL PROVISIONS:
9.1. Governing Law - This Agreement and all matters arising out of, or otherwise
relating to, this Agreement shall be governed by the laws of the state of
Florida, excluding its conflict of law provisions. The sum of this paragraph is
that any and all disputes must be, without exception, brought to court and
litigated in Orange County, Florida.
9.1.1. All parties to this Agreement agree that all actions or proceedings arising in connection with this Agreement or any services or business interactions between the parties that may be subject to this Agreement shall be tried and/or litigated exclusively in the state and federal courts located in Orange County, Florida.
9.1.2. The parties agree to exclusive jurisdiction in, and only in, Orange County, Florida.
9.1.3. The parties agree to exclusive venue in, and only in, Orange County, Florida.
9.1.4. The parties additionally agree that this choice of venue and forum is mandatory and not permissive in nature, thereby precluding any possibility of litigation between the parties with respect to, or arising out of, this Agreement in a jurisdiction other than that specified in this paragraph.
9.1.5. All parties hereby waive any right to assert the doctrine of forum non-conveniens or similar doctrines, or to object to venue with respect to any proceeding brought in accordance with this paragraph or with respect to any dispute under this Agreement whatsoever.
9.1.6. All parties stipulate that the state and federal courts located in Orange County, Florida shall have personal jurisdiction over them for the purpose of litigating any dispute, controversy, or proceeding arising out of (or related to) this Agreement and/or the relationship between the parties contemplated thereby.
9.1.7. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it, as contemplated by this paragraph by registered or certified mail, Federal Express, proof of delivery or return receipt requested, to the parties address for the giving of notices as set forth in this Agreement.
9.1.8. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law if such enforcement becomes necessary.
9.2. Binding Arbitration - If there is a dispute between the parties arising out of or otherwise relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, the parties must submit the issue to binding arbitration in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association. Arbitral Claims shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims under applicable worker's compensation law, unemployment insurance claims, actions for injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be conducted in Orange County, Florida, and conducted by a single arbitrator, knowledgeable in Internet and e-Commerce disputes.
9.3. The Arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of this Agreement; and shall be bound by governing and applicable law. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.
9.4. No Waiver of Right to Arbitration - There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.
9.5. The First Amendment Applies to Arbitration Proceedings - Any arbitration tribunal shall consider the First Amendment to the United States Constitution to be in force and effect between the parties. Both parties stipulate to the applicability of the First Amendment's protection of free speech, expression, and association, and both parties stipulate that case law interpreting the First Amendment shall be admissible and considered to be binding authority upon the Arbitrator.
9.6. Assignment - The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be.
9.7. Severability - If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect.
9.8. Attorneys' Fees - In the event any party shall commence any claims, actions, formal legal action, or arbitration to interpret and/or enforce any of the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorneys' fees and costs incurred in connection therewith, including attorneys' fees incurred on appeal.
9.9. Complaints - California Residents: The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.
9.10. No Waiver - No waiver or action made by Us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.
9.11. Headings - All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
9.12. Complete Agreement - This Agreement constitutes the entire Agreement between the parties with respect to Your access and use of the Website and the Materials contained therein, and Your Membership with the Website, and supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.10. STIPULATED LIQUIDATED DAMAGES:
10.1. In agreeing to pay liquidated damages, You acknowledge that this amount is not a penalty and that the actual damages are uncertain and difficult to ascertain, but that this amount represents the parties' good faith attempt to calculate an appropriate compensation based on anticipated actual damages.
10.2. For any breach of a portion of this Agreement that does not specifically state a liquidated damages amount, You hereby agree that any breach of this Agreement shall result in liquidated damages of $5,000.00 per occurrence. You specifically agree to pay this $5,000.00 in liquidated damages.
10.3. For any breach of this Agreement resulting in liquidated damages owed by You, You specifically agree and We expressly reserve the right to assign Our rights to these liquidated damages to a third party.
10.4. If We are required to enlist the assistance of an Attorney or other person to collect any liquidated damages or any other amount of money from You, or if We are required to seek the assistance of an Attorney to pursue injunctive relief against You, then You additionally agree that You will reimburse Us for all fees incurred in order to collect these liquidated damages or in order to seek injunctive relief from You. You understand that even a nominal amount of damages may require the expenditure of extensive legal fees, travel expenses, costs, and other amounts that may dwarf the liquidated damages themselves. You agree that You will pay all of these fees and costs.
Nothing more follows.