Welcome to the Positively Positive website (the “Site”), which includes all past, current and future versions of www.positivelypositive.com, any successor pages thereto, and other related websites, web pages and feeds owned, operated or sponsored by Positively Positive LLC (collectively, “Positively Positive” or “we” or “us” or “our”). PLEASE READ THE FOLLOWING TERMS OF USE (THE “TERMS OF USE” or “AGREEMENT”) CAREFULLY BEFORE SUBMITTING CONTENT TO US OR USING THE SITE. When you submit Content, you retain ownership of your Content and grant us certain rights to use your Content. These Terms of Use govern your use of the Site and submission of Content and our use of your Content.
1. Content Submission & Use: You may submit Content to us for publication.
We publish content and information on the Site that is created or licensed by us or created by you or third parties and submitted to us for publication, including, without limitation, all text, artwork, graphics, photographs, images, screen shots, music, sound recordings, video recordings, other digitally downloadable files and video clips, forum and blog postings, wiki entries, and all feedback, remarks, suggestions, ideas, data, questions and other information and submissions communicated to us for publication, regardless of form or medium (collectively, “Content”). We may publish, display and distribute your Content thorough the Site or affiliated websites, and syndicate and redistribute your Content through other third party websites, media and channels (for example, through a Positively Positive feed to another website).
You may submit Content to us either through this website, by posting on any Site, through electronic or regular mail, or otherwise.
2. Licensed Rights: By submitting Content to us, you grant us a perpetual, irrevocable license to use, copy, modify, publish, display and distribute your Content as part of the Site and in support of the Site through further distribution, advertising and marketing, redistributing the Content through other media and channels, and by displaying or combining your Content with other Content, advertisements and/or sponsorships by Positively Positive or third parties, without payment to you or obtaining any further approval from you.
In consideration of our granting you access to and use of the Site and the Content, products and services we provide to you through the Site, you hereby grant Positively Positive (and any Positively Positive successors-in-interest, subsidiaries, affiliates or parent companies) a fully paid-up, royalty-free, worldwide, perpetual, irrevocable, transferable, non-exclusive, sublicensable right and license under all copyright, trademark and other intellectual property and proprietary rights in your Content, to use, copy, modify, edit, adapt, translate, create derivative works from, incorporate into other works, synchronize, broadcast, publish, publicly perform, publicly display, distribute, redistribute, and otherwise transmit your Content and derivative works from or incorporating your Content :
(a) on the Site or any affiliated website; and
(b) on any third party website,
through any medium, media or channel now or in the future known, including, without limitation, in connection with publication of Positively Positive Content feeds to other websites (collectively, the “Licensed Rights“).
Our Licensed Rights include, without limitation, the right to make editorial revisions to your Content; to modify and/or display your content by combining it with or inserting advertisements, trademarks, service marks, logos and other graphics and content of Positively Positive, our sponsors, advertisers, and any other third party; to display sponsors and their trademarks and advertisements and other advertising in connection with the display of your Content; and/or to reproduce and publish, display and distribute your Content and derivative works together with other Positively Positive Content through the Site, affiliated websites and other websites for Positively Positive’s marketing and publicity purposes. We have no obligation to may any payment to you or share any revenues generated through the Site or any sale of the Site or our business to any third party.
3. Other Rights, Waivers and Consents: You are responsible for obtaining and granting us all other rights, waivers and consents necessary for us to exercise the Licensed Rights.
You also grant Positively Positive, and represent, warrant and covenant that you have obtained from any third parties and grant Positively Positive, the following rights, waivers and consents, to the extent they are applicable to your Content, to allow us to exercise the Licensed Rights in your Content as set forth in these Terms of Use.
(a) Privacy, Publicity & Moral Rights: You irrevocably waive and agree not to claim or assert any entitlement under, and you represent, warrant and covenant that you have obtained from any third parties and transfer to Positively Positive their waiver and agreement not to claim or assert any entitlement under:
- any and all rights of privacy, publicity, moral rights (including rights of attribution or integrity) and other rights of a similar nature;
- any right to inspect and/or approve any use of your Content or any portion thereof; and
- any claim that any version of the Content or any portion thereof constitutes a distortion, mutilation or disparagement or contains unauthorized variations of the Content
in connection with exercise of the Licensed Rights, including any sponsorship, advertising or publicity incorporated in or displayed in connection with your Content. You acknowledge and agree that Positively Positive and others may alter, modify or combine the Content or portions thereof with other Content or materials, including advertisements and sponsorships.
(b) Name, Likeness, Performance, Voice, Identity, Signature: You irrevocably consent to the use of your, and you represent, warrant and covenant that you have obtained from any third parties and transfer to Positively Positive their irrevocable consent to the use of their:
- own name;
- any fictitious name or pseudonym that you provide;
- likeness;
- performance, voice and identity; and
- signature in connection with the Content (for example, if you sign your Content for publication on the Site)
in connection with the exercise of the Licensed Rights, including any sponsorship, advertising or publicity incorporated in or displayed in connection with your Content.
You expressly release and hold harmless Positively Positive, its affiliates, licensors, licensees, business partners, and their respective officers, directors, shareholders, employees, agents, customers and those in contract with any of them of and from any and all claims, demands and liabilities by reason of their exercise of the Licensed Rights granted by you on behalf of yourself and any third party. You shall not have the right to approve or enjoin the use of the Content or any portion thereof or to rescind any consent, waiver or other right granted to Positively Positive hereunder.
4. Attribution: We intend to and will use all reasonable efforts to give you attribution for your Content.
We will use reasonable efforts to provide attribution to you for your Content published on the Site in a form determined by us. If we redistribute your Content, we intend and will use reasonable efforts to give you attribution as is reasonable and practical given the form of any particular redistribution, as determined by us. This may not be possible in some instances, or may be possible only in a certain format,
5. Survival: The Licensed Rights and all other rights, waiver and consents survive.
All Licensed Rights and all other rights, waivers, consents and covenants that you grant in your Content under these Terms of Use shall survive any expiration or termination of these Terms of Use.
6. Termination: We have the right to terminate your access to and use of the Site.
You agree that Positively Positive, in its sole discretion, may terminate any account (or any part thereof) you may have with us or your access to and use of the Site and remove and discard all or any part of your account or all or part of any Content you submit, for any reason whatsoever in Positively Positive’s sole discretion. Positively Positive may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site or any account you may have, Content, portion thereof or other content may be effected without prior notice, and you agree that Positively Positive shall not be liable to you or any third party for any such termination.
7. Agreement To Terms: Your use of the Site constitutes your agreement to these Terms of Use.
By using this Site, including any current or future features or functionality of the Site, and/or submitting Content to the Site, you signify that you agree to these Terms of Use. In addition, when using particular services available on this Site, you will be subject to any posted guidelines, rules or additional terms of service applicable to such services which may be posted from time to time (the “Guidelines“), including without limitation our Privacy Policy. All such Guidelines are hereby incorporated by reference into the Terms of Use. If you do not agree to the Terms of Use or any of the Guidelines, you may not use the Site. We reserve the right, at our discretion, to change, modify, add, or remove portions of the Terms of Use or any of the Guidelines at any time. Please check these Terms of Use and the Guidelines periodically for changes. Your continued use of the Site after the posting of changes will mean you agree to be bound and abide by those changes. Please note that additional and/or different terms of use may apply to services, features or functionality provided through Positively Positive, and you should refer to those before using such services.
8. Ownership: The Site and Content are owned by us or our licensors.
This Site is owned and operated by Positively Positive. The contents of this Site are protected by United States copyright and trademark law, international conventions and other applicable laws. All materials contained in the Site are the copyrighted property of other Content submitters, Positively Positive, or its subsidiaries or affiliated companies and/or third-party licensors and are offered to you by Positively Positive for limited use solely pursuant to these Terms of Use. All trademarks, service marks, and trade names are proprietary to Positively Positive or its affiliates and/or third-party licensors. The Positively Positive and PP Logo trademarks and service marks are the sole and exclusive property of Positively Positive. Copying, downloading, modifying, distributing and making any other use of any Content or intellectual property owned by us or any third party are expressly prohibited.
9. Rules of Conduct: Your use of the Site and Content is subject to our rules of conduct.
Your use of the Site, including all Content, interactive features of and submissions to the Site, are subject to the following rules of conduct.
(a) Submission Guidelines. If you make a Content submission to us for publication on the Site, you must do so according to any submission guidelines provided by us and these Terms of Use, including these rules of conduct. Any submission guidelines or other rules of conduct that are provided separately on the Site are hereby incorporated by reference into these Terms of Use. Nothing obligates us to publish, display, distribute, commercialize or otherwise use any Content that you submit to the Site, and we may remove all or any portion of any Content from the Site.
(b) Right to Publish; Non-Infringement. You must have all necessary rights, licenses, covenants, and other permissions necessary to grant the rights, licenses, waivers, consents, covenants and other permissions that you grant under these Terms of Use and to perform under this Agreement. If any Content you submit is not a work of your own original authorship, for example if you are making a submission as an agent or if your submission contains any third party materials or depicts or incorporates any other person, copyrightable work, trademark, or other intellectual property or proprietary right of any third party, you must have explicit written permission and all rights, licenses, consents, waivers and releases from the owner of the copyright or any other rights (including, without limitation, any rights of publicity or privacy) consistent with Sections 2 and 3 of these Terms of Use and necessary to submit the Content and grant to Positively Positive the rights, licenses, consents, waivers and releases that you grant under these Terms of Use before making the submission to Positively Positive. You represent and warrant that the Content and all portions thereof that you submit are works of your own original authorship and/or that you otherwise own or control all of the rights to the Content and have obtained all necessary rights, licenses, waivers, consents, covenants, and other permissions necessary to grant the rights, licenses, waivers, consents, covenants and other permissions granted to us under these Terms of Use and to perform under these Terms of Use. You are responsible for making sure you don’t violate any copyright, trademark, trade secret, publicity, contract or other rights or the privacy of others, including the right to transmit any Content you provide to the Site. You agree to pay all royalties, fees and any other monies owing any person by reason of any Content submitted, displayed, published or posted by you to the Site. We will terminate in appropriate circumstances users of the Site who are repeat infringers.
(c) Blogging Guidelines. You will abide by the following guidelines when Blogging. “Blogging” includes any ongoing electronic chronicle of information conducted on Positively Positive-owned websites or third party websites. Blogging also includes making comments about Positively Positive, its content, products/services or those of its competitors, on third party websites (e.g., on public review websites or using customer review features of websites.).
(i) Disclosure. You should make your connection to Positively Positive or any third party clear to readers, and disclose any financial or other conflicts of interest related to your blog Content. If you receive any payment, income or other consideration from any third party with a financial stake in any issue you are commenting on, you must prominently disclose that information so that readers can view and understand it easily when they are reading your posts.
(ii) Error Corrections. Any factual inaccuracies or errors in any of your Blog postings must be corrected or retracted within 24 hours of you being alerted to the error. If you make a substantive correction or deletion of an error, you must note the change at the bottom of your post. You should also notify readers that an earlier version of the post included an error that has been corrected.
(iii) We Reserve The Right To Remove Content. Any factual inaccuracies or errors in any of you Blog postings must be corrected or retracted within 24 hours of you being alerted to the error. We reserve the right to remove or require you to immediately remove any Content on your Blog that we find objectionable, inaccurate or inflammatory and, if necessary, to suspend or revoke your Blogging privileges.
(iv) You Are Personally Responsible For Your Actions. You should know that you are personally liable under federal, state or local law for your actions and omissions with respect to your Blog, which makes following these Blogging guidelines, as well as all other applicable laws, regulations and other applicable legal authority, particularly important. Positively Positive will hold you directly responsible for any claims which arise from your violation of the law, our Guidelines, or Positively Positive ‘s or any third party’s rights.
(d) Ownership. Positively Positive does not claim ownership of any of your Content that is published on the Site. After publishing Content on the Site, you (or a third party who permitted you to publish the Content on the Site) will continue to retain all ownership to the Content, subject to the Licensed Rights granted to us and any additional terms that you and Positively Positive may agree to under any other written agreement, and you continue to have the right to use the Content in any way you choose.
(e) No Confidential Treatment. The nature of this Site is interactive and public. By submitting and/or posting Content to this Site, you understand and acknowledge that any Content, ideas or other communications you submit in any manner and for any reason will not be treated as confidential or proprietary. We are not responsible for any public display or misuse of your Content.
(f) Copying. You may not copy, download, modify, or otherwise use or distribute any Content owned by Positively Positive or any third party except as may be expressly authorized by Positively Positive in writing. You may not remove or modify any copyright, trademark or other proprietary notices that have been placed on any Content or other materials on the Site.
(g) Compliance With Laws. In using the Site and making any submission of Content to the Site, you agree to comply with all applicable laws, statutes, rules, regulations and Guidelines, all contracts to which you are a party, and all fiduciary obligations you may have (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
(h) Your Account. You must provide accurate, complete information when creating your account and keep your user name and password secure. You are solely responsible for any activity that occurs on your account. We are not liable for any losses caused by any unauthorized use of your account, but you are liable for any losses suffered by us or others due to any such unauthorized use.
(i) No Unauthorized Access. You may not attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.
(j) Age Requirement. All users, including Content submitters, must be the age of majority in the state in which they reside to submit any Content for publication on the Site.
(k) Conduct. You agree to keep a respectful manner and conduct and that your activities on the Site, including without limitation, submission of any Content and Blogging, will not:
(i) reveal trade secrets or any information which you have agreed, expressly or by implication, to keep confidential;
(ii) constitute (or encourage conduct that would constitute) a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law or may create liability for Positively Positive or cause Positively Positive to lose (in whole or in part) the services of our ISPs or other suppliers;
(iii) transmit content that we consider to be disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, sexually explicit, hateful, racially, ethnically or otherwise objectionable, libelous or invasive of another’s privacy or publicity rights, such as including a person’s name, likeness, or recognizable description of a real person in a story or video without that person’s permission;
(iv) impersonate or claim the identity, characteristics or qualifications of any other person or entity; or falsely state or otherwise misrepresent your affiliation with a person or entity or are false, inaccurate or misleading;
(v) unless specifically authorized by us, be for commercial purposes, contain any giveaways, sweepstakes or contests, or contain advertising or be intended to solicit a person to buy or sell services or to make donations, including “spam” or any other form of solicitation or promotion, or link to, directly or indirectly, any sites that violate the restrictions set forth in this Section;
(vi) constitute, contain, or encourage “make-money fast” type messages, junk mail, spam, “chain letters” or “pyramid schemes” of any type;
(vii) contain any virus or other harmful component or any other potentially damaging content or otherwise disrupt the normal flow of communication in or operation of the Site in any way or otherwise interfere with any other party’s use and enjoyment of the Site or take any action that imposes an unreasonable or disproportionately large load on Positively Positive’s infrastructure, including without limitation “denial of service attacks”;
(viii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any message transmittal you send on or through the Site;
(ix) probe, scan or test the vulnerability of the Site, or breach the security or authentication measures on the Site;
(x) reverse look-up, trace or seek to trace any information on any other user of the Site, including information on any user account other than your own, to its source, or exploit the Site in any way with a purpose of revealing any information, including but not limited to personal identification or information, other than your own information; or
(xi) attempt to circumvent user authentication or the security of any user account or use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, data scrape, copy or transfer any part of the Site (including without limitation any data, including any user registration information, whether individually or in the aggregate).
(l) Site Content Disclaimer. You understand and agree that by using the Site, you may be exposed to Content and materials that is inaccurate or that you find offensive, indecent, or objectionable, and that the Content may not be in accordance with the laws of your jurisdiction. You understand and acknowledge that Positively Positive is not responsible for the information, data, text or other materials that may appear in Content submitted by you or third parties on this Site, and that we shall not be liable for any damages you allege to incur as a result of such Content. Opinions expressed in such Content do not necessarily reflect the opinions of Positively Positive, Positively Positive does not necessarily review Content prior to posting, and Positively Positive does not endorse and has no control over such Content.
(m) No Warranty or Liability for Site Content. You understand and agree that neither Positively Positive nor any Site user or other Content contributor for Positively Positive makes any warranty as to the value, accuracy or quality of the Site or the Content on the Site or any claims, products, programs, advice, opinions, instructions, statement or information contained on the Site or any Content. You specifically agree that Positively Positive is not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content of any other party or any infringement of another’s rights, including intellectual property rights. You specifically agree that Positively Positive is not responsible for any Content sent using and/or included in the Site or any products or services by you or any third party and will have no liability, vicarious, contributory, or otherwise, for any infringement of any of your intellectual property rights. You acknowledge that we do not control others’ actions, including but not limited to their use of your Content. We will have no liability to you for any other party’s violation of these Terms of Use and no responsibility to you to enforce these Terms of Use for your benefit. You further understand and agree that Positively Positive shall not be responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received.
10. Links: We are not responsible for links to other websites.
This Site includes links to other Internet sites solely as a convenience to you. Positively Positive does not endorse any such linked sites or the information, material, products or services contained on other linked sites or accessible through other linked sites. Furthermore, Positively Positive makes no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked sites. Access and use of linked sites, including information, material, products and services on linked sites or available through linked sites is solely at the your own risk. We urge you to take appropriate precautions when using the Internet.
11. Representations and Warranties; Indemnity: You are responsible for ensuring you have all necessary rights, waivers and consents in your Content to grant all Licensed Rights, waivers and consents under these Terms of Use. If you do not, you will be liable to us for any resulting claims and damages.
(a) Representations and Warranties. You represent and warrant that: (i) you own or control all of the rights to your Content and have obtained all necessary rights, licenses, waivers, consents, covenants, and other permissions necessary to grant the Licensed Rights and all other rights, licenses, waivers, consents, covenants and other permissions granted under these Terms of Use and to perform under these Terms of Use; (ii) your Content does not and will not infringe or otherwise violate any rights of or cause injury to any person or entity, including without limitation the privacy rights, publicity rights, copyrights, trademarks, service marks, trade dress, trade secret rights, contract rights or any other rights of any third party.
(b) Indemnity. You agree to defend, indemnify and hold Positively Positive, its affiliates, licensors, licensees, business partners and its and their respective officers, directors, employees, agents and customers harmless from and against any and all claims, liabilities, damages, royalties, fees, losses, costs and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to your breach of any representation or warranty under these Terms of use, violation of these Terms of Use or any Guidelines, your acts and omissions under these Terms of Use, any activity occurring through your account, or any Content submitted by you.
12. DISCLAIMER: The Site and Content are provided AS IS without warranty and we have no obligation to use your Content. This Site and the Content are not intended to give, and do not constitute, medical, health, legal, investment, financial, or other professional advice.
(a) Disclaimer. Nothing herein obligates Positively Positive to accept any Content you submit or to publish, display, distribute, commercialize or otherwise use or exploit your Content. The materials on the Site and all Content published by Positively Positive on the Site, products and services are provided “AS IS” and without warranties of any kind, express, statutory or implied. To the fullest extent permissible pursuant to applicable law, Positively Positive disclaims all warranties, express, statutory or implied, including, but not limited to, warranties of title and implied warranties of merchantability, fitness for a particular purpose and non-infringement with respect to the Site, Content, products or services available, offered or sold through the Site or in connection with our exercise of the Licensed Rights in any of your Content. Positively Positive does not warrant that the functions contained in the Site, materials, Content, products or services will be uninterrupted or error-free, that defects will be corrected, or that the Site or the server that makes it available are free of viruses or other harmful components or free from security breaches. Positively Positive does not warrant or make any representations regarding the use or the results of the use of the Site, materials, Content, products or services, or any publication, display, distribution or commercialization of any Content you submit, including, without limitation, in terms of their correctness, accuracy, reliability, or otherwise.
(b) This Site and the Content is not intended to give, and does not constitute, medical, health, legal, investment, financial, or other professional advice. Without limiting the generality of the foregoing, the Site and all Content, including any advice, opinions, instructions, statements and information, are provided only for general informational and entertainment purposes. None of the Content, claims, products, or programs from this site have been evaluated by a government health body or any medical, health, legal, financial, or other professional or authority. None of the Content should be used to diagnose, treat or cure any medical or health condition or to make any medical, health, legal, investment or financial decision, or interpreted as medical, health, legal, financial or investment advice or as creating any kind of doctor-patient, health/medical advisor, attorney-client, legal advisor, investment advisor or financial advisor relationship. You should conduct your own independent research and consult your health care provider, attorney, financial advisor, or other professional or authority in the appropriate field before using or relying on any of the Content. You are solely responsible, and we have no liability, for any medical, health, legal, investment, financial, or other decisions, omissions or actions that you take, or any third party takes, based on upon, or any results obtained or not obtained from, the Site or any Content.
13. LIMITATION OF LIABILITY. Our liability is to you limited.
(a) Consequential Damages. Under no circumstances, including, but not limited to, negligence, shall Positively Positive or its affiliates, licensors, licensees or business partners or any of their respective officers, directors, shareholders, employees, agents or customers be liable for any special, indirect, incidental, punitive, consequential or exemplary damages, including without limitation lost revenues or profits, loss of business or loss of data, whether based on contract, tort, negligence, strict liability or any other basis, arising out of these Terms of Use, the use or inability to use the Site, materials, Content, products or services, any use, publication, display, distribution or commercialization of any Content, or any other interactions with Positively Positive, even if a party or its authorized representative has been advised of the possibility of such damages.
(b) Liability Cap. In no event shall the total aggregate liability of Positively Positive, any of its affiliates, licensors, licensees or business partners or any of their respective officers, directors, shareholders, employees, agents or customers to you for all damages, losses, and causes of action arising out of or relating to these Terms of Use or your use of the Site or any use, publication, display, distribution or commercialization of any Content (whether in contract, tort, or otherwise) exceed One Hundred United States Dollars (US $100). Some states do not allow exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, the liability of Positively Positive, its affiliates, licensors and business partners and their respective agents shall be limited to the greatest extent permitted by law.
14. Miscellaneous.
(a) Remedies. You acknowledge and agree that a breach or threatened breach of any covenant contained in these Terms of Use would cause irreparable injury, that money damages would be an inadequate remedy and that Positively Positive shall be entitled to temporary and permanent injunctive relief, without the posting of any bond or other security, to restrain you, from such breach or threatened breach. Nothing in this Section shall be construed as preventing Positively Positive from pursuing any and all remedies available to it, including the recovery of money damages from you.
(b) Governing Law; Dispute Resolution. These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. Any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms of Use to arbitrate, will be determined by final and binding arbitration in Los Angeles, California before a single arbitrator. The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”). The arbitrator will be selected by mutual agreement of the parties or, if the parties are not able to agree, in accordance with the Rules. Judgment on the award may be entered in any court having jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. This clause will not preclude the parties from seeking provisional remedies from a court of appropriate jurisdiction.
(c) Independent Contractors. If you contribute any Content to the Site, you and Positively Positive are and intend to be independent contractors. You acknowledge and agree that you (and your employees) will not be considered as having an employee status with Positively Positive or being entitled to any revenue share, royalty, license or other fee based on our exercise of the Licensed Rights or use or commercialization of your Content in accordance with these Terms of Use, or to participate in any of Positively Positive employee benefit programs including, but not limited to, workers’ compensation and disability insurance, group health and dental insurance, unemployment insurance, retirement plans, and stock-based benefits or plans. You may not act as an agent of Positively Positive and are not entitled to enter into any agreements or incur any obligations on behalf of Positively Positive. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created.
(d) Language. English is the authoritative text of these Terms of Use and all communications, notices, arbitrations and other actions and proceedings relating to these Terms of Use shall be made and conducted in English.
(e) Waiver; Severability. The failure of Positively Positive to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held to be invalid or unenforceable by a court of competent jurisdiction, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
(f) Assignment. Positively Positive may freely assign these Terms of Use, any or all of its Licensed Rights, and any other rights hereunder, in whole or in part, without your consent or making any payment to you, including, without limitation, in connection with a merger, change of control, or sale of assets relating to the Site. These Terms of Use will be binding on and inure to the benefit of the parties and their heirs, successors and permitted assigns.
(g) Survival. Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 13, 14, 15, 17 and 18 will survive any termination of these Terms of Use or your access to or use of the Site.
(h) Further Assurances. You agree to execute a hard copy of these Terms of Use and any other documents, and take any actions at Positively Positive ‘s expense, requested by Positively Positive to confirm and effectuate the intent of these Terms of Use and any of your rights or obligations hereunder.
(i) Entire Agreement. This is the entire agreement between us relating to the subject matter herein and shall not be modified except by a change to these Terms of Use or any Guidelines made by Positively Positive in its discretion as set forth in Section 7 above or by a written amendment to these Terms of Use signed by both parties.
15. International Matters.
Positively Positive is controlled and operated from its United States offices in California. We make no representation that any Content or other materials on the Site are appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from this site is further subject to United States export controls. No software from this site may be downloaded or otherwise exported or re-exported in violation of any applicable law, rule or regulation.
16. Disclosures.
The services hereunder are offered by Positively Positive LLC, located at 2335 Westwood Blvd., Unit 187, Los Angeles, CA 90064. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information. Our refund policy is described above.
17. Privacy.
The Positively Positive Privacy Policy can be found at our Privacy Policy. The policy sets forth the standards for the way we handle your personal information. By using the Site and/or our services and/or submitting any Content for publishing or posting on the Site, you consent to our collection, use, and disclosure of the information you give to us in accordance with our Privacy Policy. Persons who have not reached the age of majority in the state in which they reside are not permitted to participate on the Site, submit any Content, or use other interactive features of our Site. Please read our Privacy Policy for more information about our collection and use practices.
18. Copyright Infringement Policy; Notice of Copyright Infringement Claims.
Digital Millennium Copyright Act, Safe Harbor Notice Provisions
Positively Positive respects the intellectual property of others. If you believe that copyrighted material may have been or is being infringed with respect to any items on the Site, please notify us pursuant to the U.S. Online Copyright Infringement Liability Limitation Act of the U.S. Digital Millennium Copyright Act, 17 U.S.C. §512 (c), by filling out, signing and submitting a Proprietary Rights Complaint Process and Notification Form to our designated agent:
DMCA Complaints
Attention: DMCA Policy Agent
Positively Positive LLC
c/o Winston & Strawn LLP
101 California Street
San Francisco, CA 94111
Phone: 424-201-5616
Fax: 866-669-3831
Email: dmca@positivelypositive.com
The Notification Form must be fully completed to be effective.
© 2011 Positively Positive LLC. All rights reserved. Effective September 1, 2011; Revised October 10, 2011
If you have any questions about these Terms of Use, please ask. You can contact us at info@positivelypositive.com or 424-201-5616 with any questions.
