Terms
of Use
Welcome
to SageMilk.com (the "Site"). The Site and any services provided by SageMilk on or in connection
with the Site (the "Services") are provided to you individually or, if you are
subscribing to the Site on behalf of an organization, the entity on whose
behalf you act ("You") subject to the following terms and conditions (the
"Terms of Service"). By using or subscribing to the Site or the Services, You
agree to be bound by these Terms of Service. If You do not agree to these Terms
of Service, do not use the Site or the Services.
1.
Children
You affirm that you are
over 13 years of age. If you are 13 years of age or under, you may not use the
Site or the Services.
2.
Changes
to these Terms of Service
SageMilk reserves the
right to make changes to these Terms of Service by advising You of the proposed
change using a form of notice that is appropriate for the nature of the
proposed change(s), including where appropriate by posting amended Terms of
Service on the Site. The changes are effective on the earlier of (i) SageMilk
providing You with notice of such changes, or (ii) 14 days after the amended
Terms of Service are posted on the Site. If You do not agree to the amended
Terms of Service, do not use the Site or the Services after the effective date
of the amendment.
3.
Privacy
Policy
SageMilk collects, uses,
and discloses Your personal information in accordance with our Privacy Policy,
which is available at http://www.sagemilk.com/terms/privacy.php. By
providing information to SageMilk, You consent to the use of such information
in accordance with the Privacy Policy.
4.
Use
of the Site
Effective upon SageMilk’s
acceptance of your request to become a registered user of the Site and provided
that You continue to comply with these Terms of Service, SageMilk grants to You
a personal, non-assignable, license to log into and access the Site and to
place content on the Site ("Your Content"). Some of the services offered by
SageMilk are free of charge, while others may cost money or have other
requirements. Any such fees or requirements will be clearly explained and
separately agreed to when You subscribe to such services.
5.
Your
Content
You are responsible for
ensuring that you have the right to provide Your Content to SageMilk for
hosting, transmission, and publication in connection with the Site and the
Services and, notwithstanding any disclaimers or limitations otherwise
applicable in respect of Your Content, You agree to hold harmless and indemnify
SageMilk for any liability arising from Your Content. By submitting Your
Content to SageMilk, You automatically grant, and You represent and warrant
that You have the right to grant, to SageMilk and its licensees an irrevocable,
perpetual, non-exclusive, royalty-free, transferable, sublicensable and
worldwide licence to reproduce, copy, publicly perform, publicly display,
publish, reformat, translate, excerpt (in whole or in part), distribute,
prepare derivative works (including collections) of, incorporate into other
works and otherwise use and exploit Your Content in connection with the Site
and SageMilk's (and its successors' and affiliates') business, including,
without limitation, for promoting, advertising and redistributing part or all
of the Site and derivative works thereof in any media formats and through any
media channels, and to grant and authorize sublicenses of the foregoing. You
also hereby grant each user of the Site a non-exclusive licence to access Your
Content through the Site, and to use, reproduce, distribute, display and
perform Your Content as permitted through the functionality of the Site and
under these Terms of Service. SageMilk reserves the right to remove Your
Content, in whole or in part, from the Site at any time. Unless otherwise stated for specific Services,
SageMilk does not assert any ownership over Your Content; rather, as between
SageMilk and You, subject to the rights and licenses granted to SageMilk in
these Terms of Service, You retain full ownership of all Your Content and any
intellectual property rights or other proprietary rights associated with Your
Content.
6.
Termination
of Access
If You use the Site in
any manner that is prohibited by these Terms of Service, SageMilk may without
notice terminate or suspend Your use of or access to the Site or the Services.
7.
Changes
to the Site
SageMilk reserves the
right to change any aspect of the Site or the Services including the right to
refuse or remove any content, whatever the source, at any time without any
notice or liability to You.
8.
Prohibited
Use of the Site
The Site is provided to
You for your personal use. You may not use the Site to engage in any unlawful
activity or to infringe the rights of SageMilk, its affiliates, or its
customers. You further agree that You will not and You will not allow Your representatives
or agents to: (i) interfere with the operation of the Site or the Services, in
any way or interfere with anyone's use or enjoyment of the Site or the
Services, or use the Site or the Services to gain unauthorized access to other
computer systems; (ii) send chain letters, junk mail, or spam or use any
distribution lists in respect of any person who has not given specific
permission to be included in such a process or to distribute or publish advertisements
or solicitations of business; (iii) transmit any unlawful, harassing, libelous,
defamatory, abusive, threatening, or harmful material of any kind or nature or
transmit any material that encourages conduct that could constitute a criminal
offence, give rise to civil liability, or otherwise violate any applicable
local, provincial, state, national or international law or regulation; (iv)
impersonate any person or entity on or through the Site; (v) post any content
that may be considered threatening, abusive, vulgar, obscene, or otherwise
objectionable; (vi) post any content that You do not own or do not have the
right to post; (vii) reverse assemble, reverse engineer, decompile, or
otherwise attempt to derive source code from the software used in the Site or
any component thereof (except as permitted under applicable local law after
having given SageMilk written notice of requiring such information or
specifications for the good faith and reasonable purpose of interoperability);
(viii) copy, reproduce, modify, sell, lease, scrape content from or aggregate,
sublicense, market, or otherwise change or commercially exploit in any way the
Site or the Services or any component thereof other than as may be expressly
permitted in writing by SageMilk or as permitted pursuant to any fair use, fair
dealing, or similar provisions of applicable laws; or (ix) disclose Your
password or otherwise grant access to the Site to any third party, other than
Your authorized agent, without the prior written consent of SageMilk) You agree
to abide by all additional rules, policies, and restrictions of which You are
provided with notice that apply to any portion of the Site or the Services.
9.
Operation
and Maintenance of the Site
SageMilk operates the
Site in a commercially reasonable manner and may from time to time interrupt
the Site's services for regular and emergency maintenance. Where SageMilk has
advance knowledge of any interruption to the Site's services, SageMilk will
make reasonable efforts to provide advance notice of any such interruption.
10.
Monitoring
Use of the Site
SageMilk has no
obligation to monitor its Services, but may do so and disclose information
regarding use of the Services for any reason if SageMilk, in its sole
discretion, believes that it is reasonable to do so, including, without
limitation, to: (i) satisfy laws,
regulations, or governmental or legal requests,
(ii) operate the Services properly, or (iii) protect itself and its
customers and users. SageMilk may immediately remove material or information
from SageMilk’s servers, in whole or in part, which SageMilk, in its sole and
absolute discretion, determines to infringe another’s property rights or to
violate the terms of use set forth herein.
You hereby waive any expectation of privacy in such information and
activity. Your waiver of rights in all such monitoring does not apply to
personally identifiable information, which is handled by SageMilk in accordance
with the Privacy Policy of the Site.
11.
Intellectual
Property of SageMilk
The copyright to the
Site, the design and appearance of the Site, and all software, processes and
technology interactive with the materials and content placed on the Site by You
or other users are owned by or licensed to SageMilk. SageMilk reserves all
rights in any such proprietary rights, and no license is hereby granted or implied,
such rights being exclusively reserved and retained by SageMilk strictly for
Your access and use of the Site and Services.
All content and materials are protected by law against unauthorized
copying and reproduction. Any use, reproduction, or distribution of material,
including caching, framing, or similar means, from the Site (except as
permitted herein) without written permission of SageMilk is expressly
prohibited. © Copyright 2009 SageMilk. All rights reserved. ["SageMilk"] are
registered or unregistered trade-marks of SageMilk or its affiliates or
associates in the United States or other countries. Other service and product
marks that appear on the Site are the trade-marks of their respective owners.
The display of any trade-marks on the Site does not imply that a license has
been granted for any further use.
12.
Claims
of Infringement
SageMilk respects the
intellectual property rights of others. However, third party materials that are
not owned or controlled by SageMilk may be transmitted, stored, accessed or
otherwise made available using the Service.
You agree to notify SageMilk if and to the extent any situation arises
wherein you believe any material available through the Service infringes a
copyright. Any claimant must notify
SageMilk using the notice procedure for claimed infringement under the Digital
Millennium Copyright Act ("DMCA") and provide the following:
If you believe that your
work has been copied and has been posted, stored or transmitted to SageMilk’s
website or Services in a way that constitutes copyright infringement, please
submit a notification pursuant to the DMCA by providing SageMilk's designated
agent the following written information: (i) an electronic or physical
signature of the person authorized to act on behalf of the owner of the
copyright interest, (ii) a description of the copyrighted work that you claim
has been infringed upon, (iii) a specific description of where the material
that you claim is infringing is located on the website, (iv) your address,
telephone number, and email address, (v) 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, and (vi) 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.
SageMilk’s designated
agent (the proper party for notice) to whom any copyright owner should address
infringement notices under the DMCA is MG Hanks SageMilk Representative, at the following
address c/o NHSL 8310 Capital of Texas Highway, North, Suite 490, Austin, Texas 78731.
SageMilk will respond expeditiously to remove or disable access to
material SageMilk determines may be infringing and will follow the procedures
specified in the DMCA to resolve the claim between the notifying party and the
alleged infringing party who provided the applicable content.
Dealing with Third Parties
Any correspondence or
business dealings with any third parties found on or through the Site is solely
between You and such parties. SageMilk is not responsible for any damages You
may claim or suffer by entering into such transactions or communications. You
and the third party, not SageMilk, are responsible for compliance with all laws
applicable in any such transaction or communication.
13.
No
Warranties and No Liability
You acknowledge and agree
that the Site and the Services are provided to You on an "AS IS", "WITHOUT ANY
WARRANTIES" and "WITHOUT ANY LIABILITY" basis. The parties to these Terms of
Service acknowledge and agree that this limitation on liability is reasonable
in the circumstances.
SAGEMILK DOES NOT
GUARANTEE THE QUALITY, ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SITE OR THE
SERVICES OR THE INFORMATION PROVIDED IN CONNECTION THEREWITH, WHICH MAY CONTAIN
ERRORS. YOU SHOULD NOT ASSUME THAT YOUR USE OF THE SITE OR THE SERVICES WILL BE
ERROR FREE OR THAT THE SITE WILL OPERATE WITHOUT INTERRUPTION.
SAGEMILK DISCLAIMS AND
EXCLUDES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES,
REPRESENTATIONS, AND CONDITIONS REGARDING USE OF THE SITE OR THE SERVICES,
INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE
QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED AND WHETHER ARISING FROM A COURSE
OF DEALING, USAGE, OR TRADE PRACTICE.
SAGEMILK IS NOT
RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE USE OR MISUSE OF
THE SITE OR THE SERVICES OR IN RELIANCE ON THE INFORMATION AVAILABLE ON THE
SITE, INCLUDING, WITHOUT LIMITATION, ANY BUSINESS INTERRUPTION, LOSS OF USE,
LOST DATA, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, OR ANY PECUNIARY
LOSS, WHETHER IN AN ACTION OF CONTRACT, CIVIL LIABILITY, NEGLIGENCE, OR OTHER
TORTIOUS ACTION, EVEN IF SAGEMILK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE.
WHERE THE LIMITATION OR
THE EXCLUSION OF CERTAIN TYPES OF DAMAGES IS NOT ALLOWED, THE LIMITATIONS,
EXCLUSIONS, AND DISCLAIMERS IN THESE TERMS OF SERVICE SHALL NOT APPLY ONLY IF
AND TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION REQUIRES
LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS.
14.
Limit
on Damages and Claims
NOTWITHSTANDING ANY OTHER
PROVISIONS OF THESE TERMS OF SERVICE, YOU ACKNOWLEDGE AND AGREE THAT UNDER NO
CIRCUMSTANCES SHALL THE AGGREGATE OF SAGEMILK’S LIABILITY TO YOU IN ANY
CIRCUMSTANCE EXCEED THE FEES ACTUALLY PAID BY YOU IN RESPECT OF THE SITE OR, IN
THE EVENT THAT YOU HAVE NOT PAID ANY FEES IN RESPECT OF THE SITE, $500.00 (US).
ANY CAUSE OF ACTION THAT
YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE OR THE SERVICES MUST
COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH
CAUSE OF ACTION IS PERMANENTLY BARRED.
15.
Indemnity
YOU HEREBY AGREE TO HOLD
HARMLESS AND INDEMNIFY SAGEMILK AND ITS OFFICERS, DIRECTORS, EMPLOYEES,
CONSULTANTS, AND AGENTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY,
DAMAGES, OR COSTS THEY INCUR ARISING AS A RESULT OF YOUR MISUSE OF THE SITE,
YOUR VIOLATION OF THESE TERMS OF SERVICE, OR YOUR INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY OR OTHER RIGHT OF SAGEMILK OR ANY OTHER PERSON OR ENTITY,
INCLUDING SUCH ACTIVITIES THAT ARE CARRIED OUT BY ANY INDIVIDUAL USING YOUR
LOGIN OR PASSWORD INFORMATION.
16.
Entire
Agreement
These Terms of Service,
together with the Privacy Notice at http://www.sagemilk.com/terms/privacy.php and
any other legal notices published on the Website, shall constitute the entire
agreement between you and SageMilk concerning the Site. A waiver by SageMilk of
any terms herein shall not be construed as a waiver of any subsequent breach of
this Agreement. This Agreement shall be governed by the laws of the State of