Legal Statement for WedgeSpeaks.com
October 30, 2005
The agreement formed by these Terms and Conditions of Use (this "Agreement") is
made as of the date upon which you accept it (the "Effective Date") by
acknowledging such acceptance through WedgeSpeaks.com (the "Web Site"), and is
by and between you and WedgeSpeaks.com, with respect to the provision to you of
internet services offered by WedgeSpeaks.com, which are intended to permit you
to conduct specified activities during the use of the Web Site. Except as set
forth in this paragraph, all defined terms used in this Agreement will have the
meanings set forth in Section 7.
1. Acceptance of this Agreement.
1.1 Acceptance. By entering the Web Site, you acknowledge your acceptance of
this Agreement, you are consenting to be bound by this Agreement, and you are
becoming a party to this Agreement with WedgeSpeaks.com. In the event that you
do not acknowledge your agreement to all of the terms of this Agreement, you
will not be allowed to use the Web Site. If you do not wish to comply with the
terms of this Agreement, do not use the Web Site.
1.2 Completion of Registration Information. Prior to having the ability to use
the Web Site, you must complete the required information form on the Web Site.
You represent and warrant to WedgeSpeaks.com that you have reviewed and accept
that portion of the Web Site labeled "RULES AND REGULATIONS" and that, in the
event that you are accepting this Agreement on behalf of an entity (e.g., a
corporation), you are authorized on behalf of such entity to use the Web Site,
and, where appropriate, to make the representations required in the registration
process on the Web Site, and that you have (or such entity has) the sole
responsibility for assuring that the Web Site is used only in accordance with
this Agreement.
2. Your Obligations.
2.1 Compliance with Law, Rules and Regulations. You will comply at all times
with all applicable laws and regulations. You acknowledge that it is your sole
responsibility to ensure that the manner in which you transmit and receive
information complies with all applicable laws and regulations. You will not
engage in any activities that: (i)
constitute or encourage a violation of any applicable law or regulation; (ii)
defame, impersonate or invade the privacy of any third party; (iii) infringe the
rights of any third party, including intellectual property, business,
contractual and fiduciary rights; (iv) are in any way connected with the
transmission of "junk mail," "spam" and/or the other mass distribution of
unsolicited e-mail; or (v) interfere with the functioning of the Web Site.
2.2 Forums
2.2.1. You may not upload to, or distribute or otherwise publish on the message
boards or in the chat rooms (the "Forums") any libelous, defamatory, obscene,
pornographic, abusive, threatening or otherwise illegal material.
2.2.2. You will use the Forums only in a noncommercial manner. You will not
distribute or otherwise publish any material containing any advertising or
solicitation for goods or services.
2.2.3. You are solely responsible for the content of your messages.
WedgeSpeaks.com has no obligation to monitor the Forums and will not, in the
normal course of business, review the content of the messages posted in the
forums. WedgeSpeaks.com reserves the right to delete, move, or edit messages
that it, in its sole discretion, believes are defamatory, obscene, in violation
of intellectual property laws, or contain content, including computer viruses,
that interfere with the operation of the Web Site.
2.2.4. By uploading materials to any Forum or submitting any materials to
WedgeSpeaks.com, you automatically grant (or represent and warrant to
WedgeSpeaks.com that the owner of such rights has expressly granted) to
WedgeSpeaks.com a perpetual, royalty-free, irrevocable, nonexclusive right and
license to use, reproduce, modify, adapt, publish, translate,
create derivative works of and distribute such materials or incorporate such
materials into any form, medium, or technology now known or later developed
throughout the universe. In addition, you represent and warrant to
WedgeSpeaks.com that all so-called moral rights in those materials have been
waived.
2.3 Fees and Taxes. You will be solely responsible for any federal, state or
local sales, use, value added or other tax, tariff, duty or assessment levied or
imposed arising out of or related to any of the transactions contemplated under
this Agreement or on the Web Site (excluding taxes based upon the net income of
WedgeSpeaks.com). You will pay directly, or reimburse WedgeSpeaks.com for, the
amount of such sales, use, value added or other tax, tariff, duty or assessment
which WedgeSpeaks.com is at any time obligated to pay or collect.
3. Warranty Disclaimer.
3.1 As Is Warranty. THE WEB SITE IS PROVIDED ON AN "AS IS" BASIS, AND
WedgeSpeaks.com MAKES NO WARRANTY, EXPRESS OR IMPLIED REGARDING EITHER THE WEB
SITE OR THE SUBJECT MATTER OF THIS AGREEMENT, AND ALL WARRANTIES, INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, ARE
HEREBY EXPRESSLY DISCLAIMED.
4. Liability Limitations
APPLICABLE LAW
4.0 By visiting WedgeSpeaks.com, you agree that the laws of the state of
California, without regard to principles of conflict of laws, will govern these
Conditions of Use and any dispute of any sort that might arise between you and
WedgeSpeaks.com.
4.1 Linked Sites. WedgeSpeaks.com has included some links to related internet
sites maintained by third parties. Neither WedgeSpeaks.com nor its affiliates
operate or control, in any respect, any information, products or services on
such linked sites. You acknowledge and agree that: (i) you access such linked
sites at your own risk and that, by so accessing such sites, you leave the Web
Site; and (ii) WedgeSpeaks.com, whether or not it has a relationship with linked
sites, will not be responsible for the content on or operation of such linked
sites, and disclaims all liability for any injury you experience while you are
in a linked site.
4.2 Force Majeure. Neither party will be liable for any failure or delay in
performing under this Agreement where such failure or delay is due to causes
beyond its reasonable control, including natural catastrophes, governmental acts
or omissions, laws or regulations, terrorism, labor strikes or difficulties,
communications systems breakdowns,
hardware or software failures, transportation stoppages or slowdowns or the
inability to procure supplies or materials.
4.3 No Consequential Damages. WedgeSpeaks.com WILL NOT BE LIABLE TO YOU FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES,
REGARDLESS OF WHETHER FORESEEABLE, INCLUDING CLAIMS FOR LOSS OF GOODWILL,
PROFITS, DATA, USE OF MONEY OR PRODUCTS, STOPPAGE OF WORK OR IMPAIRMENT OF
ASSETS, WHETHER ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF
CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.
4.4 Liability Limit. IN NO EVENT WILL THE AGGREGATE LIABILITY OF WedgeSpeaks.com
IN RESPECT OF THE WEB SITE OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT EXCEED
ONE HUNDRED DOLLARS ($100.00).
5. Proprietary Information.
5.1 Ownership of WedgeSpeaks.com Technology. You acknowledge and agree that the
WedgeSpeaks.com Technology, and the copyright, patent, trademark, trade secret
and all other proprietary rights in and to the WedgeSpeaks.com Technology, is
proprietary to WedgeSpeaks.com and its licensors, and you will not gain any
ownership or other right, title or interest in or to any WedgeSpeaks.com
Technology, by reason of this Agreement or otherwise. Such ownership will inure
to the benefit of WedgeSpeaks.com from the date of the conception, creation or
fixation of the WedgeSpeaks.com Technology at issue in a tangible medium of
expression, as applicable.
5.2 Ownership of Name and Likeness of Wedge Speaks. You acknowledge and agree
that the name, image, likeness and all associated rights of publicity of the
entity known as Wedge Speaks are proprietary of David Ankrum, and you will not
gain any ownership or other right, title or interest in or to the name, image,
likeness or other associated rights of privacy or publicity proprietary to the
Wedge Speaks, by reason of this Agreement or otherwise. You may not copy,
download, distribute or make any other unauthorized use of the name, image,
likeness or other associated rights of publicity proprietary to the Wedge
Speaks.
5.3 Ownership of Copyright to Works Displayed on Web Site. The Web Site contains
various content, including still shots from various motion pictures. You should
assume that everything you see on the web site is subject to copyright
protection, unless noted otherwise. You acknowledge and agree that all right,
title and interest, including the copyright, in and to such works are the
property of the respective owners thereof, and you will not gain any ownership
or other right, title or interest in or to such works, by reason of this
Agreement or otherwise. You may not copy, download or make any other
unauthorized uses of such works.
5.4 Requests for photos personally owned by WedgeSpeaks.com / David Ankrum to be
used on any other web sites should be emailed to:
info @ WedgeSpeaks.com. All websites
will be reviewed before permission is granted usage.
5.5 CREDENTIALED PRINT MEDIA
Contact shadoeworks@yahoo.com, for publicity images and logos.
5.6 Activity Information. You acknowledge that WedgeSpeaks.com may, in the
course of its operation of the Web Site, maintain and have access to information
about you, including order information, biographical information and other data.
WedgeSpeaks.com will have the right to use all such information for its own
business purposes to the extent specified in the [Privacy Policy].
6. Termination.
6.1 Termination by User. You are entitled to terminate this Agreement at any
time with or without cause. You may terminate this Agreement at any time by
destroying all materials obtained from the Web Site and all related
documentation and all copies and installations thereof, whether made under the
terms of this Agreement or otherwise.
6.2 Termination by WedgeSpeaks.com. WedgeSpeaks.com will have the right to
terminate this Agreement at any time, with or without cause. Some circumstances
likely to give rise to such termination will be if WedgeSpeaks.com believes, in
its sole discretion, that you: (i) sell, use, or display materials that are
illegal, obscene, vulgar, offensive, dangerous, or otherwise inappropriate; (ii)
post or submit content to the Web Site that infringes the copyright or
intellectual property rights of others; (iii) have become the subject of a
government complaint or investigation; (iv) violate any of the terms and
conditions of this Agreement.
6.3 Effect of Termination.
6.3.1. Upon the termination or expiration of this Agreement for any reason
whatsoever, each party will be released from all obligations and liabilities to
the other occurring or arising after the date upon which such termination
becomes effective, except that any termination of this Agreement will not
relieve either WedgeSpeaks.com or you from any liability arising prior to such
termination.
6.3.2. Neither party will be liable to the other party for damages of any kind,
including incidental or consequential damages, or for indemnification, solely on
account of the lawful termination of this Agreement, even if informed of the
possibility of such damages. Neither party will be liable to the other party by
reason of termination of this Agreement for compensation, reimbursement or
damages on account of any loss of prospective profits on anticipated sales or on
account of expenditures, investments, leases or other commitments relating to
the business or goodwill of either party, notwithstanding any law to the
contrary.
6.3.3. Upon the termination or expiration of this Agreement, you must destroy
all materials obtained from the Web Site, with the exception of merchandise
lawfully purchased from the WedgeSpeaks.com Online Store, all copies thereof,
whether made under the terms of this Agreement or otherwise.
6.3.4. The provisions of Sections 2 through 5, 6.3, 7 and 8 will survive
termination or expiration of this Agreement.
7. Definitions
7.1 Agreement. The term "Agreement" will have the meaning ascribed to it in the
first paragraph.
7.2 Effective Date. The term "Effective Date" will have the meaning ascribed to
it in the first paragraph.
7.3 Forums. The term "Forums" will have the meaning ascribed to it in Section
2.2.1.
7.4 including. Except where followed directly by the word "only", the term
"including" will mean "including, but not limited to," it being the intention of
the parties that any example or listing following thereafter is illustrative and
not exhaustive.
7.5 WedgeSpeaks.com. The term "Web Site" will have the meaning ascribed to it in
the first paragraph.
7.6 WedgeSpeaks.com Technology. The term "WedgeSpeaks.com Technology" will mean
the technology and software used by WedgeSpeaks.com in the operation of the Web
Site, including: (i) discoveries, ideas, concepts, theories, improvements,
designs, original works of authorship, formulae, processes, algorithms,
inventions, know-how, techniques, compositions of matter and other information;
(ii) all intermediate and partial versions thereof; (iii) all documentation,
program materials, flowcharts, notes, outlines and the like created in
connection therewith; and (iv) all derivative works thereof.
7.7 Web Site. The term "Web Site" will have the meaning ascribed to it in the
first paragraph.
8. Miscellaneous.
8.1 Integration. This Agreement constitutes the entire understanding and
agreement, and supersedes any and all prior or contemporaneous representations,
understandings and agreements, between the parties with respect to the subject
matter of this Agreement, all of which are merged in this Agreement.
Notwithstanding the foregoing, any confidentiality agreements between the
parties are separate from this Agreement and, except as expressly stated in this
Agreement, nothing contained in this Agreement will be construed as affecting
the rights or obligations of either party set forth in any such agreement.
8.2 Assignment. You will not have the right to assign or transfer this
Agreement, or any interest in this Agreement (including rights and duties of
performance), whatsoever, without the advance written consent of WedgeSpeaks.com.
This Agreement will be binding upon and inure to the benefit of each of the
parties and their respective legal successors
and permitted assigns.
8.3 Severability. In the event that any provision of this Agreement is found
invalid or unenforceable pursuant to judicial decree or decision, the remainder
of this Agreement will remain valid and enforceable according to its terms.
8.4 No Custom. It is expressly understood and agreed that, there being no
expectation of the contrary between the parties, no usage of trade or custom and
practice within the industry, and no regular practice or method of dealing
between the parties, will be used to modify, interpret, supplement or alter in
any manner the express terms of this
Agreement.
8.5 Waiver. No waiver of any provision of this Agreement, or any rights or
obligations of either party under this Agreement, will be effective, except
pursuant to a written instrument signed by the party waiving compliance, and any
such waiver will be effective only in the specific instance and for the specific
purpose stated in such writing.
8.6 Relationship/Authority. Nothing contained in this Agreement will be deemed
to create, or be construed as creating, a joint venture or partnership between
the parties. Neither party is, by virtue of this Agreement or otherwise,
authorized as an agent or legal representative of the other party. Neither party
is granted any right or authority to assume or to create any obligation or
responsibility, express or implied, on behalf or in the name of the other party,
or to bind such other party in any manner.
8.7 No Third Party Beneficiary. Nothing contained in this Agreement will be
deemed to create, or be construed as creating, any third party beneficiary right
of action upon any third party, in any manner whatsoever.
8.8 Amendments. All amendments or modifications of this Agreement will be
binding upon the parties despite any lack of consideration so long as such
amendments or modifications are in writing and executed by the parties.
8.9 Forum and Jurisdiction. This Agreement was entered into in the State of
California, and its validity, construction, interpretation and legal effect will
be governed by the laws and judicial decisions of the State of California
applicable to contracts entered into and performed entirely within the State of
California. Any action at law or in equity arising under this Agreement will be
filed only in an appropriate State or Federal Court located in Los Angeles
County, California. The parties hereby consent and submit to the personal
jurisdiction of such courts for the purposes of litigating any such action.
WedgeSpeaks.com makes no representation that materials in the site are
appropriate or available for use in locations outside the United States. Those
who choose to access this site from other nations do so on their own initiative
and are responsible for compliance with local laws, if and to the extent local
laws are applicable.
8.10 Right to Change Terms. WedgeSpeaks.com will have the right at any time to
change this Agreement by updating this page. By continuing to use the Web Site,
you will be bound by any such revisions. Therefore, you are advised to regularly
visit this page.