Terms of Use
Please read this Terms of Use Agreement (this "Agreement") carefully since these Terms of Use is a binding legal agreement between “Oops ….. I’m Sorry” LLC ("We", "Us", or “the Company” or possessively "Our") and any person or entity (“You” or possessively “Your”) who visits as a guest or visits and registers as a member of www.oopsimsorry.com.NOTE: If you do not agree to these Terms of Use, do not visit www.oopsimsorry.com (the “Website”) or utilize any of Our services in any manner. By being a Visitor to Our Website, registering with Us, or otherwise accessing any of Our services, You are accepting, and agreeing with, these Terms of Use.
REGISTERING WITH USAs a non-member visitor to the Website, You may access only portions of the Website and utilize only certain functions. You may become a member of the Service at no cost to access additional members- only sections of the Website and use members-only functions. Once Your registration as a member is compete, You will be given access to the members only restricted areas and features of the Website.
RESTRICTED ACTIVITIES
Only Non-commercial Use Permitted. The Website is for the personal use only and may not be used in connection with any commercial endeavors. Illegal and/or unauthorized uses of the Website, including obtaining information about members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website may be investigated, and appropriate legal action will be taken, including without limitation, criminal and/or civil (including injunctive) action. Each use of the Website is with Our permission, which We may revoke at any time, for any reason, in Our sole discretion.
Entertainment Use. Any advice that may be posted on the Website by Us, any member, or any non-member visitor is for informational and entertainment purposes only and is not intended to replace or substitute for any professional medical, legal, or other advice. We make no representations or warranties and expressly disclaim any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website. If you have specific concerns or a situation arises in which you require professional or medical advice, You should consult with an appropriately trained and qualified professional.
General Restrictions. Your use of the Service, including but not limited to the content or information You post on the Website, must be in accordance with any and all applicable laws and regulations. Information You provide to Us and your activities on the Website and through Our services shall not: (a) be false, fraudulent, inaccurate or misleading; (b) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (c) violate any law, statute, ordinance, contract or regulation; (d) be defamatory, trade libelous, threatening or harassing; (e) be obscene or contain pornography; (f) contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that may damage, detrimentally interfere with, secretly intercept or commandeer any system, data or other personal information; or (g) create potential liability for Us or cause Us to lose (in whole or in part) any of Our data, Our services, or the services of any of our third party providers. We reserve the right to unilaterally terminate Your membership at any time without notice in Our sole discretion. If you use, or attempt to use Our services for tampering, hacking, modifying or otherwise corrupting the security or functionality of Our services, you will be subject to damages and other penalties, including criminal prosecution where available.
PRIVACY AND DATA SECURITY
Our Privacy Policy is hereby incorporated by reference. We agree to fulfill Our obligations to You contained in Our Privacy Policy, regarding information that You provide to Us. You agree not to cause any breach of Our Privacy Policy by Us or any third party. Although We have taken what We believe to be reasonable and appropriate measures to ensure that your personal information is maintained and disclosed only in accordance with Privacy Policy, We cannot and do not represent or guarantee that the personal information you provide will not be seen or intercepted by others.
DISCLAIMERS
Your Interactions with Others.We are not responsible for the conduct, whether online or offline, of any user of the Website whether or not such person is a member. You are solely responsible for your interactions with other members and visitors. You acknowledge that We do not in any way screen members or visitors, nor do We inquire into the backgrounds of members or visitors or attempt to verify any information provided by members or visitors. We make no representations or warranties as to the conduct of members or visitors or their solicited or unsolicited information or advice they provide to You. You are solely responsible for your interactions with other visitors to and members of the Website. We reserve the right to monitor communications or disputes between You and other members, but do not accept any responsibility or obligation to do so. In no event shall We be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of You or anyone else in connection with the use of the Website, any Service available through the Website, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other visitors to or members of this Website.
Reliance on Advice of Others. Uploaded Content from others including opinions, advice, statements, offers, or other information or content made available through the Website by visitors to or members of the Website, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Accordingly, We do not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Website, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Website. Under no circumstances will We or Our affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Website or transmitted to or by any other person including any member.
Your Postings to the Website. You are solely responsible for the Content that you publish or display ("post") on the Website, or transmit to other members. You will not post on the Website, or transmit to other members, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not provide inaccurate, misleading or false information to Us or to any other member. Although We have no responsibility to do so, and shall have no liability if we do not do so, You understand and agree that We may review and delete any content, messages, or other information (collectively, "Content"), in each case in whole or in part, that in the Our sole judgment violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.
LIMITATION OF LIABILITY
YOU AGREE THAT YOUR USE OF THE WEBSITE AND/OR ANY OF OUR SERVICES IS AT YOUR SOLE RISK. NEITHER WE, NOR OUR AFFILIATES, NOR ANY OF OUR OFFICERS, MEMBERS, DIRECTORS, OR EMPLOYEES, AGENTS, THIRD-PARTY SERVICE OR CONTENT PROVIDERS ("PROVIDERS"), MERCHANTS ("MERCHANTS"), SPONSORS ("SPONSORS"), LICENSORS ("LICENSORS"), OR THE LIKE (COLLECTIVELY, "ASSOCIATES"), WARRANT THAT THE WEBSITE AND/OR ANY OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO WE OR THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE AND/OR ANY OF OUR SERVICES, NOR DO WE OR THEY MAKE ANY WARRANTY AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OPERATION, PERFORMANCE, DESIGN, AND/OR QUALITY, NOR DO WE OR THEY MAKE ANY WARRANTY ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE OF ANY NATURE OR KIND, OR AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION CONTENT, SERVICE, OR PRODUCTS PROVIDED BY OR THROUGH US, THE WEBSITE AND/OR ANY OF OUR SERVICES; THE WEBSITE AND ANY OF OUR SERVICES IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS AND WE SPECIFICALLY DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VERBAL ADVICE OR WRITTEN OR ELECTRONICALLY DELIVERED INFORMATION GIVEN BY US OR OUR AFFILIATES, OR ANY OF OUR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, OR ASSOCIATES, SHALL CREATE ANY WARRANTY.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED,IN NO EVENT WHATSOEVER SHALL WE BE LIABLE TO YOU OR TO ANY OTHER PERSON, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR OTHER SIMILAR TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES BASED UPON LOSS OF PROFITS AND/OR LOSS OF BUSINESS ARISING OUT OF OR IN ANY WAY RELATED TO THIS TERMS OF USE, THE SERVICES TO BE PROVIDED PURSUANT TO THIS TERMS OF USE, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE WEBSITE, ANY SERVICE AVAILABLE ON OR THROUGH THE WEBSITE, OR PERSONS YOU MEET ON OR THROUGH THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER PERSONS YOU MEET THROUGH THIS WEBSITE, AND/OR OUR ALLEGED BREACH OF THIS TERMS OF USE, WHETHER OR NOT WE ARE INFORMED, KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE WEBSITE AND/OR ANY OF OUR SERVICES OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL DATA RECEIVED AND/OR MAINTAINED BY US AS WELL AS ANY CONTENT AND SERVICES AVAILABLE THROUGH THE WEBSITE AND/OR ANY OF OUR SERVICES. IN THE EVENT WE HAVE ANY LIABILITY TO YOU, THE MAXIMUM AMOUNT OF SUCH LIABILITY SHALL IN ALL CASES AND UNDER ALL CAUSES OF ACTION BE LIMITED TO THE LESSER OF TEN DOLLARS OR THE FEES PAID BY YOU TO US DURING THE LAST MONTH DURING WHICH YOU PAID US FEES, INCLUDING ANY MONTHS IN WHICH YOU PAID NO FEES.
INTELLECTUAL PROPERTY RIGHTS
Virtual ConscienceSM, all variations thereof, and all related logos, products and services described or available through Our Website are either Our or Our licensors’ trademarks or registered trademarks which may not be copied, imitated or used, in whole or in part, without Our prior written consent. We own or have the right to use all proprietary software, processes and procedures involved in any manner with Our Website, providing any and all services including through Our Website; if we have granted to you a limited, terminable, non-exclusive license to use certain of our information or services, you may only use that information or those services for a limited period of time as specified in the applicable non-exclusive license until terminated. By You posting any information or other content (together “Uploaded Content”) onto the Website, you automatically grant, and you represent and warrant that you have the right to grant, to Us, Our affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of Your Uploaded Content by Us will not infringe or violate the rights of any third party.In furtherance thereof, You irrevocably assign and transfer to Us, in perpetuity, any and all worldwide rights, title and interest You have in and to the Uploaded Content, whether such rights are vested or contingent, including, but not limited to, all copyrights, patents, trade secrets, trademarks and any other proprietary rights therein. All information contained on the Website should be treated as private and confidential and the publication of such information on Website does not signify that this information is in the public domain. Any reproduction, retransmission, distribution, selling, publishing, broadcasting or circulating of the information received through Website, without Our written consent is illegal; We shall pursue violators and shall fully cooperate with law enforcement agencies in prosecuting any violations of law. In addition, all page headers, custom graphics, button icons, and scripts are Our service marks, trademarks, and/or trade dress and may not be copied, imitated, or used, in whole or in part, without Our prior written permission. The use of any content appearing on the Website on any other website or in a networked computer environment for any purpose is prohibited. All contents on or available directly from Us through Our Website are Copyright © 2008 “Oops ….. I’m Sorry” LLC. All rights reserved. Virtual ConscienceSM is a service mark of “Oops ….. I’m Sorry” LLC.
ERRORS AND DELAYS
We are not responsible for any errors or delays in respect of the Services or the Website; any failure by Us to perform, for any period, any obligation hereunder arising under or in connection with this Agreement shall be excused if We are prevented from performing any Service, in whole or in part, as a result of delays caused by, or due to lack of cooperation by You with Our requests including, but not limited to, You providing us with any incorrect information, or if such failure shall have been caused by any act or circumstance beyond Our control, including, but without limiting the generality of the foregoing, any Act of God, explosion, earthquake, discontinuation of power supply, internet slow down, internet connectivity failure, failure of computer hardware or software, court order or governmental interference, civil commotion, riot, war or labor strike.
INDEMNIFICATION AND INDEMNIFICATION PROCEDURES
You shall indemnify, defend and hold Us, Our officers, members, agents, affiliates, and employees, and their respective permitted successors and assigns (each an "Indemnitee"), harmless in accordance with the procedures set forth herein from and against any loss, liability, damage or expense (including reasonable attorneys' fees) relating to (i) any breach of this Terms of Use, any other agreement with Us, or any of Our rules or policies, by You (ii) any service or advice provided by You to any third party, (iii) any intellectual property infringement of Your Uploaded Content, (iv) any liability we may incur in reporting any communication by You that in any manner could possibly be interpreted as a threat to yourself or another person to governmental and other authorities and cooperating with any such authorities or (v) any violation of any applicable law by You. You agree to cooperate with Us to determine and implement the most cost- effective and practical means for responding to and disposing of any such claims. Your obligation to defend, indemnify and hold harmless the Indemnitee(s), pursuant to this Terms of Use will be subject to Indemnitee having given You prompt written notice of the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at Your expense, for the defense or settlement thereof. You will have sole control of the defense and settlement of such claim or related act, however, You will not settle such claim or related action in a manner that imposes any obligation on Indemnitee without the prior written consent of Indemnitee. Indemnitee will be entitled to engage counsel at its sole expense to consult with You with respect to the defense of the claim and related action. All interested parties will cooperate reasonably with one another in the investigation and defense of such claims and in mutual efforts to minimize any liability to such third party that may result.
OTHER TERMS
Links.
The Website may contain, or third parties may provide, links to other World Wide Web sites or resources. Because We have no control over such sites and resources, You acknowledge and agree that We are not responsible for the availability of such external sites or resources, do not endorse and are not responsible or liable for any material, content, advertising, products or other information on or available from such sites or resources. If you choose to access those links you do so at your own risk. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF, OR RELIANCE UPON, ANY SUCH INFORMATION, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH SITE OR RESOURCE.
Entire Agreement.
We believe that the information contained on Our Website be accurate and reliable; however, errors sometimes occur; We will attempt to promptly update information that we find to be incorrect. This Agreement constitutes the entire agreement between You and Us and it supersedes all prior or contemporaneous communications, promises and proposals, whether verbal, written or electronic, between You and Us with respect to this Website, and information, software, products and services associated with the Website. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted to You by this Agreement are reserved by Us.
Independent Relationship.
We and You intend to create an independent contractor relationship and nothing contained in this Terms of Use will be construed to make either Us and/or You, joint venturers, partners, principals, agents or employees of the other. Neither You or Us will have any right, power or authority, express or implied, to bind, or make representations on behalf of the other.
Contacting You
You agree that we may contact you in any manner.
Required Notices.
Any written notice required or permitted hereunder to be given by You to Us shall be validly and effectively given only if sent by certified mail, return receipt requested, postage prepaid, or by nationally- recognized overnight courier with package tracking capability, to the contact address specified on our Website for Us or to such other address as We shall advise You in writing, to the attention of Our General Counsel. Written notices shall be considered received when actually received by the recipient. Any digital notice to You required or permitted hereunder shall be validly and effectively given only if transmitted via e-mail to the e-mail address specified for administrative communications by You and as updated from time to time in accordance with Our procedures for doing so posted on the Website. Any digital notice to Us required or permitted hereunder shall be validly and effectively given only if transmitted via e-mail to Our legal department e-mail address from time to time posted for that department on the Website. Any notice from Us to You may be communicated to you via e-mail to the e-mail address you have registered with Us. An e-mail communication to you shall be considered delivered to you on the date the e-mail is sent to you and is not returned.
Severability of Agreement Provisions.
The provisions contained in this Terms of Use shall be enforceable to the fullest extent permitted by law. The invalidity and/or unenforceability in whole or in part of any provision of this Terms of Use shall not render invalid or unenforceable any other provision of this Terms of Use, which instead will remain in full force and effect. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained herein is invalid or unenforceable, then We and You agree that the court or tribunal will have the power to reduce the scope or duration of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.
Entire Agreement.
This Agreement constitutes the entire understanding between Us and You regarding the specific subject matter covered herein. This Terms of Use supersedes any and all prior written or verbal contracts or understandings between Us and You hereto and neither Us nor You shall be bound by any statements or representations made by either party not embodied in this Terms of Use. The captions appearing in this Terms of Use are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope and intent of this Terms of Use or any of the provisions hereof.
Signature.
Each party hereby acknowledges and agrees that this Terms of Use shall be signed by electronic means in accordance with the Electronic Signatures in Global and National Commerce Act (Public Law 106-229) enacted on June 30, 2000 codified at 15 U.S.C. Sections 7001 et seq. Such electronic signature includes Your acceptance of this Terms of Use by providing Your business information which is required in order for You to obtain access to the restricted areas and features of Our Website. Electronic signature is valid as a written signature and does not render this Agreement unenforceable. (See New York General Obligations Law Section 5-701). Furthermore, You represent and warrant that the individual completing Your registration with Us and/or agreeing to this Terms of Use through electronic means has actual authority to bind You and You shall never assert otherwise.
Governing Law; Forum.
We control and operate the Website from the United States. The Website is not intended to subject Us to the laws or jurisdiction of any country or territory other than the United States. Please note that We do not represent or warrant that the Website is appropriate for use in any particular jurisdiction. Those who choose to access the Website do so at their own initiative and are responsible for complying with all local laws, rules and regulations.
This Agreement and the rights and liabilities of the parties hereunder shall be governed by and determined in accordance with the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule whether such provision or rule is that of the State of New York or any other jurisdiction. Each of the parties irrevocably consents to the exclusive personal jurisdiction of United States District Court, Southern District of New York, or in the event that such court does not have subject matter jurisdiction, then the New York State courts situated in Nassau County, State of New York, in connection with any action, suit or proceeding relating to or arising out of this Agreement or any of the transactions or relationships contemplated hereby. Each of the parties hereto, to the maximum extent permitted by law, hereby waives any objection that such party may now have or hereafter have to the jurisdiction of such courts on the basis of inconvenient forum or otherwise. Notwithstanding the foregoing, any action for injunctive relief may be brought in any court having proper jurisdiction. If We are the prevailing party in any action, proceeding, or litigation, You shall reimburse Us for Our costs and expenses incurred in the action, proceeding or litigation including, but not limited to, Our legal fees and costs.
No Negative Statements.
You shall not make or publish any statements or comments that are intended to disparage, damage the reputation of, or diminish Our business, goodwill or prospects or Our representatives.
Press Releases.
You shall not issue any press releases that have not been pre-approved by an authorized person in Our Legal Services Department, in Our sole discretion. You shall submit a copy of the proposed press release to the Our Legal Services Department, for review and approval prior to its issuance. In all cases, We must approve the usage of any and all statements or quotes attributed to Us or any of Our executives or employees.
Capacity.
Each party represents one to the other that it is under no incapacity to enter into or perform this Agreement and that each person entering into this Agreement on its behalf has the authority to do so, and each shall never otherwise assert. More specifically, You represent and warrant that the individual(s) who completes the Our online registration process is authorized to bind You to this Agreement.
Assignment.
These Terms of Use are not assignable by You without Our prior written consent in Our sole discretion; any purported assignment shall be void and have no legal effect. Furthermore, You understand and acknowledge that you have no ownership rights in your member account on www.oopsimsorry.com.
Survival.
The paragraphs entitled “Restricted Activities,” “Limitation of Liability,” “Privacy and Data Security,” “Intellectual Property Rights,” “Indemnification and Indemnification Procedures,” and “Other Terms,” shall survive the termination of these Terms of Use until the statute of limitations applicable to the applicable subject matter term ends.
CHANGES TO THESE TERMS OF USE
Revised 11/24/08We may modify this Terms of Use by posting modified Terms of Use. Unless otherwise specified the modified Terms of Use shall be effective immediately. If You access the Website, use any of Our services, after We post modifications to this Terms of Use, You shall have accepted all such modifications. Furthermore, We may unilaterally limit or terminate Your access to the restricted areas or features of Our Website at any time without notice or reason.