Effective as of: April 07, 2009
1. AGREEMENT. This agreement (the "Agreement") is a legal contract between you and Schedulizer, Inc. ("Schedulizer"), stating the terms and conditions under which you may use this website, www.schedulizer.com (this "website"), and our products and services (together the "Services") provided by Schedulizer through this website, including all information and content, software programs, networks, and other services accessible through this website now or in the future. By accessing this website you indicate that you have had an opportunity to review this Agreement and understand and agree to be bound by this Agreement. You are only authorized to use the website and Services if you agree to abide by this Agreement. If you disagree with any term of this Agreement you should leave the website and discontinue use of all Services immediately. You also agree to be bound by any further affirmation, assent or agreement you transmit through the website or Services. You agree not to contest (1) the validity or enforceability of this Agreement, or the admissibility in any proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form, or (2) the admissibility of copies of this Agreement or any future agreement on the basis that the agreement was not originated or maintained in documentary form. This Agreement hereby incorporates all of the terms of the Privacy Policy of Schedulizer and other rules, terms or conditions applicable to any Service. Schedulizer may modify this Agreement from time to time, without prior notice, and such modification shall be effective upon posting on the website. You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are aware of any changes.
2. TERMINATION. Schedulizer reserves the right to modify, discontinue, or terminate your access to this website or any Service in its sole discretion, without notice, for any reason. You agree Schedulizer will not be liable to you or any third party for any modification, suspension or discontinuance of your access to the website or of any Service.
3. USER INFORMATION. Schedulizer's policy regarding collection and use of information that you provide is further described in Schedulizer's Privacy Policy. When you register for Services, we may ask you to give us certain information. For your protection and the protection of other users, do not share your passwords, usernames, or other registration information with any other person for any reason. You alone are responsible for all consequences of the use of your registration information. If you believe someone has used your registration information without your authorization, please Contact Us immediately. You agree to accept all communications from Schedulizer at the addresses you provide during registration. Please promptly update any changes to your registration information in your Preferences. Schedulizer is entitled to rely on the most recent information that you have provided. You hereby waive all claims resulting from failure to receive communications because of changes in such information. You can choose not to receive such communications in the future by following the instructions in any e-mail that we send to you. Unless otherwise indicated for a particular Service, and except as provided in the Privacy Policy, any communications or material of any kind that you email, post, upload, download or otherwise transmit (collectively, "Communications") will be treated as non-confidential and will be the exclusive property of Schedulizer. By sending, transmitting or submitting Communications through the website or any Service, you hereby grant a perpetual, royalty-free, unrestricted, worldwide, irrevocable, nonexclusive and fully sublicensable, license to Schedulizer to use (in whole or in part), modify, adapt, possess, reproduce, disclose, transmit, publish, broadcast, perform, display, create derivative works from, and/or to incorporate such Communications into other works in any form, media or technology now known or later developed with no further liability or obligation to you. Schedulizer is free, without obligation to you, to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information. You warrant that the Communications are original to you and that you have all necessary rights to submit, send or otherwise make available the Communications and grant all rights granted above. You also hereby waive any moral rights you have in any Communications. Schedulizer disclaims all warranties, express or implied, as to the accuracy of any content on the website, including information obtained from educational institutions.
4. USER REPRESENTATIONS AND WARRANTIES. In connection with your use of the website and Services, you affirm, represent and warrant the following: (a) You are over the age of 18 and have the right and authority to enter into this Agreement, and are fully able and competent to satisfy the terms, conditions and obligations herein. (b) You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights (intellectual property rights), or the necessary licenses thereto, to possess, transmit and use all information that you may provide, disclose, post, store or otherwise use, including without limitation all Communications. (c) You authorize Schedulizer to possess and use all information that you provide, disclose, post, store or otherwise use, in accordance with this Agreement.(d) You have read, understood, agree with, and will abide by the terms of this Agreement. (e) You are not, and have not been an agent of Schedulizer and were not and are not acting on behalf of, or as a representative of, Schedulizer or any other party in connection with any Communication submitted through the website or any Service. (f) You are not a current member of the Screen Actors Guild or of the American Federation of Television and Radio Actors. (g) You have not and will not engage in any of the actions prohibited in this Agreement in connection with the production of, your appearance in, or contribution(s) to any Communication submitted by you through the website or any Service. (h) Any Communication submitted by you through the website or any Service do not contain material falsehoods or misrepresentations that could harm Schedulizer.
5. LICENSE. Schedulizer grants you a non-exclusive, personal, non-transferable, revocable, limited license to use this website and the Services under the terms and conditions of this Agreement. This license is not a sale and you are not granted any rights other than those specifically stated in this Agreement. You may use this website and the Services only for personal, non-commercial, lawful purposes. You may not permit or cause any other person to access this website or any Service by using your registration information. No part of this website or the Services may be rented, leased, sub-licensed, copied, modified, distributed, transmitted, displayed, performed, reproduced, published, derived from, sold or otherwise transferred, in whole or in part, by you. Any such use is an infringement of Schedulizer's intellectual property rights. All content and the selection and arrangement of the content of this website and the Services, as well as the software programs used to generate web pages, the website and the Services are the exclusive property of Schedulizer and are protected by U.S. and international law, and may not be used, distributed or copied without the express written permission of Schedulizer. Schedulizer reserves any and all rights, in all media and technologies now existing or later developed, not expressly granted in this Agreement. You shall retain all copyright and other proprietary notices displayed on or incorporated in any materials that you download from the website. The deletion or alteration of any proprietary notices or security measures from this website and/or any materials downloaded from this website is strictly forbidden. ANY CONTENT DOWNLOADED OR ACCESSED FROM THE WEBSITE REMAINS THE EXCLUSIVE PROPERTY OF SCHEDULIZER.
The trademarks, service marks, designs and logos (collectively, "Trademarks") displayed on this website are the registered and unregistered trademarks of Schedulizer, its licensors and affiliates, including "Schedulizer" and "Schedulizer.com". Use of the Trademarks except in accordance with this Agreement is strictly prohibited. Nothing in this Agreement shall be construed as granting to you a license of any right in any Trademark.
6. LINKS. Schedulizer may provide links to other websites. Schedulizer does not control these other websites, and is not responsible for them, and makes no representations as to their availability, security, accuracy, content, quality, security, nature and/or copyright compliance. The fact that Schedulizer provides links is not an endorsement, authorization, sponsorship, or affiliation with respect to such website, its owners, or providers. You may not link this website or any part of it, Services, information, content, Third Party Information, or web pages of any Third Party, or licensors or affiliates of Schedulizer, to your website or any other website.
7. THIRD PARTY INFORMATION. Schedulizer may provide information ("Third Party Information") obtained from its licensors, affiliates, agents, vendors, partners or public sources ("Third Party Providers") through the website or Services. Schedulizer does not endorse or approve Third Party Information and makes it available to you only as a convenience. Schedulizer and its Third Party Providers do not (1) guarantee the accuracy, quality, timeliness, completeness or correct sequencing of the Third Party Information, or (2) warrant any results from your use or reliance on the Third Party Information. Third Party Information may become unreliable for various reasons. Neither Schedulizer nor Third Party Providers are obligated to update any information, and may discontinue offering Third Party Information at any time without notice. You agree that neither Schedulizer nor the Third Party Providers will be liable in any way for the termination, interruption, delay, or inaccuracy of any Third Party Information.
8. MONITORING. Schedulizer is entitled, but not obligated, to review or retain your Communications. Schedulizer may monitor your Communications to evaluate the quality of service you receive, your compliance with this Agreement, the security of the website and Services, or any other reason. You agree that such monitoring will not entitle you to any cause of action or other right with respect to the manner in which Schedulizer monitors your Communications and enforces or fails to enforce this Agreement. In no event will Schedulizer be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of Schedulizer's monitoring.
9. SECURITY OF DATA TRANSMISSION AND STORAGE. Electronic communications or transactions with Schedulizer may not be encrypted. You acknowledge that there is a risk that data, including email, electronic communications and personal data, may not be secure and may be accessed by unauthorized third parties when communicated between you and Schedulizer or between you and other parties. Schedulizer is not responsible for, does not control, and disclaims all liability for, the loss of any information, data or other assets resulting from the inadequacy, failure, or mere lack or security of any network or other computer system owned and or operated by you or other parties. Schedulizer does not guarantee the security or integrity of the website or Services and shall not be liable for the consequences of any breach of security of the website or Services. Schedulizer strongly recommends that you maintain basic security measures such as firewalls and password protections at all times to protect proprietary and sensitive information.
10. SPECIFIC PROHIBITED USES. In connection with your use of this website and the Services, you shall not: (1) post or transmit, or cause to be posted or transmitted, chain letters, pyramid schemes, "junk mail," "spam," unsolicited advertising, promotional materials, or other forms of solicitation to others, or collect or harvest screen names of other users, without written permission of Schedulizer; (2) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (3) violate any operating rule, policy or guideline of any Service offered by Schedulizer; (4) violate any applicable local, state, national, international or foreign law, including any rules or regulations having the force of law or otherwise applicable to this website or the Services; (5) modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the website; (6) distribute, modify, transmit, post, or otherwise use the information, content or Services on this website for public or commercial purposes without Schedulizer's prior written permission; (7) print, copy or use any personally identifiable information about employees or business information about Schedulizer; (8) use any device, software or routine to interfere or attempt to interfere with the proper working of the website or Service or any activity being conducted on the website; (9) take any action which imposes an unreasonable or disproportionately large load on this website's infrastructure; (10) disclose or share your password with any third party or use your password for any unauthorized purpose; (11) use or attempt to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search the website other than the search engine provided for your use by Schedulizer and other than generally available third party web browsers; (12) attempt to decipher, decompile, disassemble or reverse engineer any software comprising or in any way making up a part of the website or any Service; (13) access data not intended for your use or log into a server or account which you are not authorized to access; (14) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (15) attempt to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mailbombing" or "crashing"; (16) send unsolicited e-mail; or (17) forge any TCP/IP packet header or any part of the header information in any e-mail. Any of the above-described conduct is strictly prohibited. Violations, and attempted violations, of network security may result in civil and/or criminal liability and will be prosecuted to the fullest extent of the law.
11. NO WARRANTIES; LIMITATIONS OF LIABILITY AND DAMAGES. YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE EXTENT SUCH WARRANTIES ARE LEGALLY CAPABLE OF EXCLUSION. IN NO EVENT SHALL SCHEDULIZER, ITS LICENSORS, AFFILIATES, OR THIRD PARTY PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEBSITE OR ANY SERVICE OR ANY OTHER WEBSITES). THIS INCLUDES CLAIMS FOR LOSS OF PROFITS AND DAMAGES THAT MAY RESULT FROM THE USE, INCONVENIENCE, DELAY OR LOSS OF USE OF THE INFORMATION OR FOR OMISSIONS OR INACCURACIES IN THE CONTENT OR INFORMATION AND ALL OTHER RESULTS OF YOUR USE OF SCHEDULIZER PRODUCTS, SERVICES OR THE WEBSITE. AS A CONDITION TO ACCESSING AND USING THE WEBSITE AND SERVICES, YOU WAIVE ANY CLAIM YOU MAY HAVE AGAINST SCHEDULIZER, ITS LICENSORS, AFFILIATES, OR THIRD PARTY PROVIDERS. SCHEDULIZER, ITS LICENSORS, AFFILIATES, OR THIRD PARTY PROVIDERS WILL NOT BE LIABLE FOR ANY LOSS THAT RESULTS FROM A CAUSE OVER WHICH THAT ENTITY DOES NOT HAVE DIRECT CONTROL. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR ARISING OUT OF YOUR USE OF THE WEBSITE OR SERVICES, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT. IN STATES OR JURISDICTIONS STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SCHEDULIZER'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. SCHEDULIZER DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH THE WEBSITE, EXCEPT AS EXPRESSLY PROVIDED HEREIN. YOU ARE SOLELY RESPONSIBLE FOR THE HARDWARE, SOFTWARE OR OTHER TECHNOLOGY YOU USE TO ACCESS THE WEBSITE AND SERVICES.
12. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Schedulizer, its licensors and or affiliates, Third Party Providers, and each of their employees, contractors, members, managers, officers and directors from all liabilities, claims and expenses, including attorney fees relating to or arising from your use of the website or Services or any allegation which if true, would constitute a breach of this Agreement, including any claim related to the unauthorized use of the website or Services. Schedulizer reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder. In such event, you shall have no further obligation to provide indemnification for such matter. You agree that no joint venture, partnership, employment or agency relationship exists between you and Schedulizer as a result of this Agreement or your use of the website or the Services.
13. OTHER PROVISIONS. This Agreement represents the entire agreement between you and Schedulizer, and supersedes all prior understandings, statements or representations. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced. You acknowledge that, in providing you with access to the website and Services, Schedulizer has relied upon your consent to be bound by the terms of this Agreement and all other agreements related. You acknowledge that you have read, understand and agree to be bound by the terms of this Agreement or any other agreement with Schedulizer that applies to your use of the website or Services, as amended from time to time. This Agreement, and all other agreements with Schedulizer, unless otherwise indicated, shall be governed by the laws of the state of New York, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with Schedulizer in New York or elsewhere. You agree to submit to the personal and exclusive jurisdiction of the courts located within Tompkins County, New York. Any provision of this Agreement that is determined to be invalid or unenforceable will be ineffective to the extent of such determination without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such remaining provisions. Schedulizer shall not be liable for any failure to perform its obligations in connection with any Services or access to the website, where such failure results from any act of God or other cause beyond its' control. You agree that Schedulizer's remedy at law for any breach of this Agreement would be inadequate and that for any such breach, Schedulizer shall, in addition to other remedies as may be available to it at law or in equity, or as provided for in this Agreement, be entitled to an injunction, restraining order, or other equitable relief, without the necessity of posting a bond, restraining you from committing or continuing to commit any violation of this Agreement. You agree that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate. You agree to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including removal of any legal impediment to the consummation or effectiveness of such transactions and to obtain any consents and approvals required under this Agreement. In the event a dispute arises regarding this Agreement, Schedulizer shall be entitled to recover all attorneys' fees and expenses incurred.
This website is controlled, operated and administered from the United States of America. Currently, the Services available on this website are only available to residents of the United States. Schedulizer makes no representation that the information on the website or Services is appropriate, available or legal for use outside the United States. You understand and acknowledge that you may not sign up for, access, or attempt to access or use the Services from countries outside of the U.S. You agree to abide by U.S. and other applicable export control laws. This website shall be deemed a passive website that does not give rise to personal jurisdiction over Schedulizer, whether specific or general, in jurisdictions other than New York. If you access this website from a location outside the United States, you are solely responsible for compliance with local laws. You agree that any cause of action arising out of or related to the website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.