Terms of Use

February 2013

 

Welcome to CharterPad, Inc. (“CharterPad”), the service built by the Charter Professional for the Charter Professional.  By using the charterpad.com website, (the “Website”) you agree that you are bound by the terms set forth in this Terms of Use Agreement (the “Agreement”), regardless of whether or not you sign up or take a tour.  Browsing, joining and/or posting content on or submitting content through the Website constitutes usage and is governed by this Agreement.  This Agreement may be modified by CharterPad at any time; such modifications are effective upon posting by CharterPad on the Website.  It is recommended that you review this Agreement periodically to make sure you have knowledge of any changes to this Agreement.  If you do not agree to anything in this Agreement, do not use the Website or any service(s) offered by CharterPad.

 

1.       Content Accuracy.

 

CharterPad does not warrant or guarantee the accuracy or timeliness of any information on the Website and shall not be held responsible for the use of or reliance on any such information.

 

2.       Proprietary Rights to Content, Copyright and Trademarks.

 

All proprietary rights, including all trademarks, copyright, marks, patents and other intellectual property rights which is not owned by third parties in the Website are owned and retained by CharterPad and is protected by United States and international copyright laws.  You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.  You may not post, distribute, or reproduce in any way any copyrighted material, trademark, or other proprietary information without obtaining the prior written consent of CharterPad.  You may not upload, post to, or otherwise transmit any content that infringes upon any patent, trademark, trade secret, marks, copyright or proprietary right of any party.  Subject to the terms of this Agreement, CharterPad grants to each user of the Website and client a limited, nonexclusive, personal license to access, view, download, and print the information on the Website solely for informational purposes.  Removal or obscuring any copyright or permission notices provided on or in connection with the Website is prohibited.  CharterPad does not grant to any user of the Website or client any rights in its marks.  Any unauthorized use of the marks of CharterPad is strictly prohibited.  All rights are reserved.

 

3.       Disclaimers.

 

        CharterPad shall not be responsible for any incorrect or inaccurate information or content transmitted through or posted on the Website, whether caused by users of the Website, or by any of the equipment or programming associated with or utilized in connection with the Website.  The Website is for informational purposes only.  CharterPad makes no representations or warranties and expressly disclaims 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.

 

4.       Compliance with ChaterPad’s Policies.

 

        All users of the Website will make a good faith attempt to resolve all disputes in accordance with any dispute resolution policy adopted by CharterPad before resorting to any other dispute resolution procedure.

 

5.       Termination, Access Restriction.

CharterPad may terminate this Agreement, or terminate or suspend any user’s access to the Website at any time, with or without notice.  Upon such termination or suspension, the  right to use the Website will cease immediately.

 

 

 

6.       Limitation of Liability.

 

Use of the Website is entirely at your own risk and all content on the website is provided “as is” without any warranty or condition of any kind.  CharterPad  makes no representations or warranties of any kind, whether express or implied: (a) as to the suitability, reliability, availability, timeliness and accuracy of content on the Website; (b) that the functions provided by the Website will be uninterrupted or error-free, or that the Website or the server is free from viruses or other harmful components.  The Website user should not assume that the information on the website is always current or accurate, and other sources of this information should be consulted before making any decision to act on the information displayed on the Website and the user acknowledges that he / she will not hold CharterPad, its affiliates, officers, directors, employees, officers, agents, attorneys and/or representatives, under no circumstances and will keep them fully indemnified, from and against any loss or damage suffered or liability incurred in respect of any third party, which arises from the user’s use of the Website, and such loss or damage may include but not limited to, liable for any defamatory, offensive or illegal conduct of other users or third parties.

The user of the Website acknowledges that he / she will not hold CharterPad, its affiliates, officers, directors, employees, officers, agents, attorneys and/or representatives liable for any direct, indirect, punitive, incidental, consequential damages, or any damages whatsoever arising from the use of this website regardless of how the damages arise, which damages may include but not limited to: (a) damages for loss of data or profits, arising out of or in any way connected with the use or performance of the Website, including but not limited to claim, demand, or damage, injury caused by any failure of performance or errors, omission, inaccuracy, interpretation, deletion, defect, delay in accessing material or content of the website, viruses, connection failures, theft, alteration of use, attorneys' fees, or any other action asserted by any third party due to or arising out of your use of or conduct on the Website; (b) incompleteness of material or content on the Website; (c) errors, omissions or inaccuracy of material or content on the Website; (d) the delay or inability to use the Website or related services; (e) the provision of or failure to provide any information through the website; or (f) any other damages otherwise arising out of the use of the Website, whether based on contract, tort, negligence, strict liability or otherwise even if CharterPad has been advised of the possibility of damages.

7.       Indemnification.

        All users of the Website agree to fully indemnify, defend and hold CharterPad, its affiliates, officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, losses, liabilities, costs (including reasonable attorneys' fees) or other expenses that arise directly or indirectly out of or from (i) any breach of this Agreement by any user of this Website; and (ii) any allegation that any information transmitted through the Website infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party.  This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

 

8.       Governing Law.

 

        The validity, construction and performance of this Agreement shall be governed by the laws of the State of New York without regard to the conflicts of law provisions of such laws.  The parties hereto expressly recognize and agree that the implementation of this provision of this Agreement is essential in light of the fact that ChaterPad has its principal offices within the State of New York.

 

9.       Jurisdiction and Venue.

 

        The parties expressly agree and consent to the jurisdiction and venue of the Courts of the State of New York relating to interpretation and the enforcement of this Agreement, whether by confirming, vacating, or modifying any dispute resolution procedure or award and in general any litigation between any user of the Website.  Any process involving the Courts or the judiciary shall have as the exclusive place of venue the Supreme Court of the State of New York, Nassau County and the parties’ consent that this venue is convenient, reasonable and acceptable.