Terms & Conditions - American Pet Professionals

TERMS OF USE

This page states the “Terms of Use” under which you may use the www.AmericanPetProfessionals.com website (the “Website”). Please read this page carefully. If you do not accept the Terms of Use stated here, do not use this website and its services. By using this website, you are indicating your acceptance to be bound by the terms of these Terms of Use. American Pet Professionals, L.L.C. (the “Group”) may revise these Terms of Use at any time by updating this posting. You should visit this page periodically to review the Terms of Use, because they are binding on you. The terms “You” and “User” as used herein refer to all individuals and/or entities accessing this website for any reason.

Information and Passwords.

You may be required to provide us with certain information in order to obtain access to and use of certain features and functions of the Website including, without limitation, your name or your company’s name, address, telephone number(s), e-mail address, and/or applicable payment data (e.g., credit card number, e-mail address, and expiration date) (collectively, your “Information”). You represent, warrant and covenant to us that any and all Information and any other information or data you provide to us, is and will be true, accurate and complete when given to us, that in providing such information to us you will not knowingly omit or misrepresent any material facts or information. You further consent and authorize us to verify your Information as required for your use and access to the Website, as applicable.

Certain features and functions of the Website are not generally available to the public. In order to access and use such features and functions, we may require you to enter a unique user ID and password. We or third parties may also, from time to time, provide you with additional codes or passwords necessary to perform certain transactions or otherwise access the Website. Your user ID, password, and any additional codes or passwords are collectively referred to herein as “IDs”. Your IDs are personal to you. You agree that you will not allow another person to use your IDs to access and use the Website, or any portions thereof, under any circumstances. You agree not to resell, assign or license Your IDs to any other person or User.

You are solely responsible for maintaining the strict confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Website using your IDs. You agree to immediately notify us if you become aware of any unauthorized use of your IDs or other need to deactivate an ID due to security concerns.

Access to and Use of the Website.

Except as provided in our Membership Agreement, you may not use or allow others to use, your IDs and/or the Website, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Website, that: (a) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Website; and/or (d) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behavior, use and conduct. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information or material in connection with your IDs.

You also may not use, nor allow others to use, your IDs, the Website, directly or indirectly, to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify the Website or any information, data or materials posted and/or displayed by us or anyone else; (b) act in a way that affects or reflects negatively on the Group, the Website, or anyone else; (c) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party’s prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Website.

You are prohibited from violating or attempting to violate the security of the Website, including, without limitation: (a) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Website or to breach security or authentication measures, regardless of your motives or intent; (c) attempting to interfere with or disrupt the Website or service to any User, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (d) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences which may involve such violations and may involve, provide information to and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.

Interactive Services.

In connection with your use of the Website, you may have access to and use of member profile pages, discussion groups, chat rooms, bulletin boards and other interactive functionality (“Interactive Services”). If you participate in or use any Interactive Services, you are responsible for any information, data, text, software, product information, music, sound, photographs, graphics, video, messages or other materials (“Content”) you upload, post, link to or otherwise transmit (collectively “transmit”) and the consequences thereof. If you choose to transmit any Content using such Interactive Services, you agree to do so solely for lawful purposes and in compliance with all applicable laws. You expressly agree that we have no responsibility for or control over the Content you may transmit using these Interactive Services. We make no representation that your use of the Interactive Services will comply with applicable laws or that they were designed to comply with the applicable laws. Additionally, we do not represent, warrant or guarantee the truthfulness, accuracy, quality, or reliability of any of the Content posted, displayed, linked to or otherwise transmitted via any Interactive Services. We also do not endorse any opinions expressed in or through any Interactive Services. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. We have no involvement in any actual transactions between You and any other User. In addition to the foregoing, You agree not to link or post any Content that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. You use the Website and the Interactive Services at your own risk.

Although we do not actively monitor, regulate or pre-screen your use of the Website, we reserve the unconditional right (but not the obligation) to remove, move or edit any Content we consider harmful, offensive, disruptive, in violation of law, regulation or any agreement, including, without limitation, which is or may be in violation of this Agreement. We have no liability or responsibility to you or any other person or entity for performance or nonperformance of monitoring of such activities.

You hereby grant to us a non-exclusive, worldwide, royalty-free, perpetual license, with right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any Content you submit via the Interactive Services by all means and in any media now known or hereafter developed for any use or purpose.

Links to Other Websites.

The Website contains links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by the Group of the contents on such third-party Web sites. The Group is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If you decide to access linked third party Web sites, you do so at your own risk. The Group is not responsible for webcasting or any other form of transmission received from any linked sites. 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 use of or reliance on any such Content, goods or services made available on or through any such site or resource.

Intellectual Property.

The items displayed or otherwise made available via the Website (directly or indirectly), including, without limitation, all text, graphics, images, logos, button icons, programs, software and other data, content, member lists, information and materials, tangible and intangible, and all intellectual property rights in and to the same (the “Material”) are owned by or licensed to the Group. You have no rights in or to such Material and you will not use any Material, except as specifically permitted under this Agreement. Unless otherwise specifically set forth on the Website or we give you written permission, you may only use and access, download and copy the Material (and print a single copy) for your personal use, and you will not alter, erase or otherwise obscure our copyright, proprietary or other notices on the Material. You may not do or allow anyone else to do anything with the Material which is not specifically permitted under this Agreement. You acknowledge and agree that the Material is made available for informational and educational purposes only without representation or warranty of any kind, is not a substitute for legal advice or your professional judgment, and unless otherwise specifically specified on the Website, should not be construed as an endorsement by or representation of the opinions of the Group. Your reliance upon Material obtained by you on or through the Website is solely at your own risk. You agree to comply with all notices and requirements accompanying third-party Material. All rights not expressly granted in this Agreement are reserved to the Group.

The Group’s Liability.

The Website is only a venue. This Website acts as a venue for its members and does not screen or censor the listings offered. As a result, the Group has no control over the quality, safety or legality of the Content posted or the truth or accuracy of the listings. In addition, note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other Users with whom you come in contact through the Website.

Because user authentication on the Internet is difficult, the Group cannot and does not confirm that each User is who they claim to be. Because we do not and cannot be involved in User-to-User dealings or control the behavior of participants on the Website, in the event that you have a dispute with one or more Users, you release the Group (its officers, directors, board members, agents and employees (past and present)) from all claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

We are under no legal obligation to, and generally do not, control the information provided by other Users which is made available through the Website. By its very nature, other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that you will use caution and common sense when using this Website. The Material may contain inaccuracies or typographical errors. The Group makes no representations about the accuracy, reliability, completeness, or timeliness of the Website or the Material. The use of the Website and the Material is at your own risk. Changes are periodically made to the Website and may be made at any time.

You acknowledge and agree that you are solely responsible for the form, content and accuracy of any Material contained therein placed by you on the Website and that you will update your Material to keep all Material current.

THE GROUP DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE WEBSITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE GROUP IS NOT RESPONSIBLE FOR THOSE COSTS.

THE WEBSITE AND MATERIAL ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE GROUP, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE GROUP MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

Disclaimer of Consequential Damages.

IN NO EVENT SHALL THE GROUP, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE WEBSITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE GROUP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

No Resale or Unauthorized Commercial Use.

You agree not to resell or assign your rights or obligations under these Term of Use. You also agree not to make any unauthorized commercial use of the Website.

Limitation of Liability.

The aggregate liability for the Group to you for all claims arising from the use of the Materials is limited to $100.

Termination.

The Group reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to deletion of your postings from this Website and immediate termination of your registration with or ability to access the Website and/or any other service provided to you by the Group, upon any breach by you of these Terms of Use or if the Group is unable to verify or authenticate any information you submit to the Website registration with or ability to access the Website.

Indemnity.

You agree to defend, indemnify, and hold harmless the Group, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Material or your breach of the terms of these Terms of Use. The Group shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

General.

The Group makes no claims that the Materials may be lawfully viewed or downloaded outside of the United States. Access to the Materials may not be legal by certain persons or in certain countries. If you access the Website from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms and conditions are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within Suffolk County, New York. If any provision of these Terms of Use are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in additional terms of use for areas of the Website, these Terms of Use constitute the entire agreement between you and the Group with respect to the use of Website. No changes to these Terms of Use shall be made except by a revised posting on this page.

Additional Terms of Use.

Certain areas of this Website are subject to additional terms of use. By using such areas, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas.

Notices.

The Group respects the intellectual property rights of others. The Group may, under appropriate circumstances and at its discretion, disable and/or terminate access to or use of the Website for those Users who may be infringing the intellectual property rights of others. If you believe that your work has been copied in a manner that constitutes copyright infringement, please provide the Group with the information specified below. Please note that this procedure is exclusively for notifying the Group that your copyrighted material has been infringed.

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed upon;

A description of where the material that you claim is infringing is located on the Website; Your address, telephone number, and e-mail address; A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. The Group agent for notice of claims of copyright infringement can be reached as follows. Neil B. Friedman, Esq., Hodgson Russ LLP, 1540 Broadway, 24^th Floor, New York, NY 10036 or by email at nfriedma@hodgsonruss.com.

Copyright and Trademark Notices.

Trademarks.

The names of actual companies and products mentioned herein may be the trademarks of their respective owners. No association with any real company, organization, product, person, or event is intended or should be inferred. Any rights not expressly granted herein are reserved.