ACCEPTANCE OF TERMS. The following are the current terms and conditions for use of the standingrm.com website (Site) and the content, forums and services available at the Site (taken together, Service). The Service is owned and operated by S7 Labs, LLC (S7 Labs). Except certain aspects of the Service that may be available to Public Users, the Service is provided only to Members (as such terms are defined below). The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (Terms of Service). The Terms of Service include all other operating rules, policies and procedures that may be published at the Site by S7 Labs from time to time (collectively, Policies), including without limitation the policies in respect of:
The Terms of Service are in addition to (not in lieu of) any other agreement (whether in writing or clickwrap) that you have entered into with S7 Labs (now or in the future) regarding any Service (Other Agreements). If there is any conflict between the Terms of Service and those of any Other Agreement, the terms of the Other Agreement shall control.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF SERVICE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT ACCESS OR USE THE SERVICE. COMPLETING THE REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE SITE OR SERVICE WILL CONSTITUTE ACCEPTANCE AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF SERVICE, WITHOUT MODIFICATION.
CHANGES. S7 Labs reserves the right, at its sole discretion, to modify or replace the Terms of Service (including any Policy), in whole or in part, at any time. S7 Labs will use reasonable efforts to notify Users of any material change at least 7 days in advance of the effective date of any change. Change notices may be communicated by postings at the Site or, in the case of Members, electronic mail. In any case, Users should periodically check the Terms of Service for changes. Continued use of the Service following such notice of any change to the Terms of Service constitutes User's acceptance of those changes. The Terms of Service may not otherwise be amended, except by written Product executed by User and S7 Labs.
S7 Labs may terminate the Service, in whole or in part, at any time.
ELIGIBILITY. You must be at least 13 years of age to visit the Site and use the Service. If you do not so qualify, your are prohibited from accessing, using and registering for the Service. S7 Labs will not collect personally identifiable information from any person that is actually known to us to be a child under the age of 13.
The term Users includes all registered and unregistered users that access or use the Site or Service. Each User that properly completes the registration process shall be considered a Member for the purposes of the Terms of Service, and certain Members may further qualify as Performers. Users that do not complete the registration process, or whose registration is not accepted, shall be considered Public Users. Public Users have limited access to the Service, if at all.
S7 Labs may refuse to offer or continue offering the Service to any person or entity and may change its eligibility criteria from time to time.
REGISTRATION. To become a Member, the User must complete the registration process by providing S7 Labs with current, complete and accurate information, as more specifically provided in the Registration Policy. As applicable, prospective Members may be required to supply: name; address; entity-name; username; telephone number; legitimate electronic mail address; credit card data. Members shall maintain and update their registration data from time to time, to ensure that it is always current, complete and accurate. Users may apply for registration at http://standingrm.com. S7 Labs may refuse to accept any User's application to register as a Member (or any Member's application to register as a Performer), in its sole discretion.
Upon acceptance, S7 Labs will provide access credentials (such as, for example, password) to the Member. Each Member is solely responsible for maintaining the confidentiality of its access credentials and other account information, and will be solely liable for any and all activities under its account. Member shall be responsible for keeping all account information up-to-date. Member agrees to notify S7 Labs immediately of any unauthorized use of Member's account or any other breach of security.
PRIVACY. S7 Labs' current Privacy Policy is available at http://www.standingrm.com/info/privacy. S7 Labs will not edit, delete or disclose the contents of a User's data in connection with the Service unless (a) reasonably necessary to perform the Service, (b) authorized by the User, (c) otherwise permitted under the Privacy Policy or (d) S7 Labs is required to do so by law or regulation, or in the good faith belief that such action is necessary (i) to conform or comply with any legal, regulatory, law enforcement or similar requirement or investigation, (ii) to protect or defend the rights or property of S7 Labs or any User or (iii) to enforce the Terms of Service or any Other Agreement.
FEES AND PAYMENTS. At this time, Users may access the Site and use the Service without charge. In the future, S7 Labs may decide to charge for certain features of the Service (or to change the price charged for such features), in which case Users will be notified of that change in accordance with Section 2. Should any User elect to subscribe to such features, User hereby agrees to pay all applicable fees resulting from use of that feature of the Service, in the amounts, at the times and subject to the other payment terms described on the Site.
USER RULES AND CONDUCT. The Service is provided to Users only for their personal use and internal business purposes. Any unauthorized use of the Service (including without limitation, accessing any aspect of the Service for which the User is not authorized, or any commercial use of the Service, such as, for example, reselling any content or information to third parties) is expressly prohibited. Each Member is solely responsible for all acts or omissions that occur under its account, username or password and the content of postings and transmissions to or via the Service. S7 Labs shall own all data and other content received, created, used, compiled or stored by S7 Labs in connection with operating the Service.
As a condition of use, each User hereby promises that it will not use the Service for any purpose that is unlawful or prohibited by the Terms of Service or any Other Agreement, or any other purpose not reasonably intended by S7 Labs. User agrees to abide by all applicable local, state, national and international laws, regulations and rules.
By way of example, and not limitation, each User agrees not to (a) take any action or (b) upload, post, submit or otherwise distribute or facilitate distribution of any content (including text, communications, software, photographs, videos, sound recordings, data or other information) using any communications service, discussion forum, directory, survey, feedback or other service available on or through the Service, in any manner, that:
S7 Labs may, at its sole discretion, immediately suspend or terminate any User's access to the Service should its conduct fail (or appear to fail) to conform strictly with any provision of this section.
CONTENT. S7 Labs has no obligation to monitor the Service or any User's use thereof. However, S7 Labs reserves the right at any time and without notice to monitor, review, retain or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or investigation (including law enforcement).
S7 Labs does not undertake to pre-screen, authenticate, validate, monitor, moderate or edit the content posted by Users. However, S7 Labs and its agents have the right, at their sole discretion, to remove at any time any content that, in S7 Labs' judgment, does not comply with the Terms of Service or any Other Agreement or otherwise appears harmful, objectionable or inaccurate. S7 Labs is not responsible for any failure or delay in removing any such content.
User shall not post any confidential content or other information that it desires to keep secret.
THIRD PARTY SITES. The Service may permit Users to link to other websites on the Internet. These other websites are not under S7 Labs' control, and User acknowledges and agrees that S7 Labs is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites. The inclusion of any such link does not imply endorsement of the website by S7 Labs or any association with its operators.
PARTICIPATION IN PROMOTIONS OF AFFILIATES. Any dealings with advertisers and other vendors (collectively, Site Affiliates) on the Service or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between the User and Site Affiliate or other third party. S7 Labs is not responsible or liable for any part of any such dealings or promotions.
PROPRIETARY RIGHTS. User acknowledges and agrees that the Service and all content and materials created by or for S7 Labs and made available on the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and S7 Labs shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto. Except as expressly authorized by S7 Labs, each User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the Service or such content and materials. However, unless the Service otherwise restricts the Member from doing so, Member may print or download a reasonable number of copies of the materials or content from the Site for the Member's personal or internal business purposes; provided, that Member retains all copyright and other proprietary notices contained therein. Systematic retrieval of data or other content from the Site by any User to create or compile, directly or indirectly, a collection, database or directory is strictly prohibited without S7 Labs' express prior written permission.
Reproducing, copying or distributing any content, materials or design elements from the Site for any other purpose is strictly prohibited without S7 Labs' express prior written permission. Attempting to access or use the Service, content or materials for any purpose not expressly permitted in the Terms of Service is prohibited.
LICENSE TO S7 LABS. By uploading, posting, submitting or otherwise distributing content of any kind to the Site, each User hereby:
Notwithstanding the foregoing, the Service may provide each User with the ability to remove some or all of the content posted to the Site by such User. Following any such removal, S7 Labs will use commercially reasonable efforts to discontinue any further display, performance and distribution of such content by S7 Labs at the Site; provided, however, User acknowledges and agrees that S7 Labs may continue using such content in the same manner and for the same purposes as it did prior to removal of such content (such as, for example, content used in any advertising created prior to removal) and that S7 Labs shall have no responsibility or liability in respect of any content that has been shared with other Users via the Service or that has been downloaded or copied by Users to other websites, systems and devices.
TERMINATION. S7 Labs may terminate any User's access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If Member wishes to terminate its registration and account, Member may do so at any time by sending an email to support@standingrm.com that includes Member's electronic mail address.
Upon any termination, all rights and obligations of the parties shall cease and User shall immediately cease using the Service, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of the Terms of Service shall survive and (b) the provisions of Sections 12-23 shall survive. After termination, S7 Labs has no obligation to maintain any content in Member's account or to forward any unread or unsent messages to Member or any other User or third party.
DISCLAIMER OF ALL WARRANTIES. User agrees that S7 Labs shall not be responsible or liable for any unauthorized access to, alteration or use of User's account, transmissions or data, any material or data sent or received or not sent or received through the Service. User agrees that S7 Labs is not responsible or liable for any threatening, defamatory, obscene, offensive, illegal or other content or conduct of any third party or any infringement of another's rights, including intellectual property rights.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". THE SERVICE IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. S7 LABS, AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) ANY INFORMATION IS TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. USER'S USE OF THE SERVICE ) IS SOLELY AT ITS OWN RISK.
LIMITATION OF LIABILITY. IN NO EVENT SHALL S7 LABS (OR ITS AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER RELATED TO THE SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, INVESTMENT LOSSES OR LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS PAID TO S7 LABS BY USER (AND RETAINED BY S7 LABS) HEREUNDER DURING THE PREVIOUS 12-MONTH PERIOD, OR US $50.00, WHICHEVER IS GREATER, EVEN IF S7 LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
INDEMNIFICATION. User agrees to (a) defend S7 Labs and its employees, contractors, officers, directors and representatives against any action or suit by a third party that arises out of User's use or misuse of the Service, or User's breach of any of its representations, warranties or covenants under this Agreement and (b) indemnify S7 Labs for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys' fees) awarded and arising out of such a claim. S7 Labs reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will assist and cooperate with S7 Labs in asserting any available defenses.
INTERNATIONAL USE. S7 Labs makes no representation that the Service is appropriate or legally available for use in locations outside the United States, and accessing and using the Service is prohibited from territories where doing so would be illegal. Users which access the Service from other locations do so at their own initiative and are responsible for compliance with local laws.
DISPUTES; CHOICE OF LAW AND FORUM. A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. User and S7 Labs agree that any claim or cause of action arising out of or related to the Service must commence within one (1) year after the claim or cause of action arose; otherwise, such cause of action is permanently barred.
The Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. In the event of any conflict between US and foreign laws, rules and regulations, US laws, rules and regulations shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms of Service. User expressly agrees that the exclusive jurisdiction for any claim or action arising out of or relating to the Terms of Service or use of the Site or Service shall be filed only in the state or federal courts located in New York, New York, USA, and User further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.
INTEGRATION AND SEVERABILITY. The Terms of Service (including the Policies, and together with any Other Agreements) are the entire agreement between User and S7 Labs with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between User and S7 Labs with respect to the Service. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.
GENERAL PROVISIONS. User's rights and obligations under the Terms of Service are personal to User, and are not assignable, transferable or sublicensable by User except with S7 Labs' prior written consent. S7 Labs may assign, transfer or delegate any of its rights and obligations hereunder without consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Terms of Service, and neither party has any authority of any kind to bind the other in any respect. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
COPYRIGHT AND TRADEMARK NOTICES. The Terms of Service and all content provided by S7 Labs are copyright (c) 2009 S7 Labs, LLC and/or its licensors or suppliers.
S7 Labs and Standing Room are either trademarks or registered trademarks of S7 Labs. The names of actual companies and products mentioned at the Site may be the trademarks of their respective owners.
Any rights not expressly granted herein are reserved.
PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be made according to the instructions provided http://www.standingrm.com/info/copyright.
S7 Labs, LLC
PO 170056
Brooklyn, NY 11217 USA
Attn: Wesley Chow
Email: cases@s7labs.fogbugz.com