Terms of Use Save The Planet and Win, Inc ("SPW," or "us") operates a promotions and social networking site that provides a range of content hosting, communication, goods and entertainment services. Our services include our website www.planetup.com (also accessible at www.savetheplanetandwin.com and www.spnwin.com ) which includes a series of overlapping promotional giveaways and other features, content and functionality offered by us from time to time in connection with our website. For ease of reference, our website and related services will be referred to collectively as the "PlanetUp Site" or "Site," and services will be referred to as "PlanetUp Services" or "Services." These terms of use ("Agreement") apply to the PlanetUp Site. If you have any questions about these terms of use or our privacy policy, please contact us at feedback@planetup.com. 1. Here Are the Basics. Much of the site can be viewed without creating an account, but you will be bound by these terms for any visits to the site. By using, accessing, subscribing to, and/or visiting our Site (collectively "use") you: (1) agree to be bound by these terms and conditions; (2) agree to our privacy policy, which is located at www.planetup.com/planetup/legal/privacypolicy.cfm and is incorporated here by reference; and (3) agree to be bound by other legal notices that may be posted on the PlanetUp Site from time to time. The legally binding terms of these documents set out your rights, obligations and restrictions regarding your use of our Site. In order to participate in certain PlanetUp Services you may be required to download content, software, and/or required to agree to additional terms and conditions, including but not limited to sweepstakes rules. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific PlanetUp Service(s) in which you choose to participate, those additional terms are hereby incorporated into this Agreement. If you do not agree to this Agreement (which is comprised of these terms of use and our privacy policy, and any additional terms and conditions that may apply to a specific Service) please do not use the PlanetUp Site. You are only authorized to use the Site if you agree to abide by all applicable laws and this Agreement. 2. Modification to Agreement. We may change or update this Agreement from time to time, and any such modifications shall be effective upon posting on the Site. Your use of our Site after a change has been posted signifies your agreement to any such changes. You should review this Agreement periodically to make sure you are up to date on any changes. THIS AGREEMENT WAS LAST UPDATED ON: May 19, 2009. 3. Eligibility for Membership and Ability to Accept Terms of Use A "Visitor" is someone who is browsing through the Site. A "Member" is someone who has registered with the Site. Valid and accurate completion of the registration process leads to "Membership." Visitors and Members are referred to collectively as "Users." During the Membership registration process, you will be prompted to provide personal information that allows us to know who you are, such as your full name, age, street address, email address and phone number ("Registration Information"). By using the PlanetUp Site, you represent and warrant that: (a) all Registration Information you submit is truthful, accurate, current and complete; (b) you will maintain the accuracy of such Registration Information by updating and revising it promptly; and (c) your use of the PlanetUp Site does not violate any applicable law or regulation. You authorize SPW to make any inquiries, either directly or through third parties, that we consider necessary to validate your Registration Information. SPW reserves all rights to take legal action against anyone who misrepresents personal information or is otherwise untruthful about their identity, and to suspend or cancel Memberships established using inaccurate or incomplete information. Notwithstanding the foregoing, you acknowledge that SPW cannot guarantee the accuracy of any information submitted by any User of the Site, nor any identity information about any User. You must be 18 years or older to register as a Member and use the Site. If you are between the ages of 13 and 18 and possess verifiable legal parental or guardian consent, you may use the site as a Visitor but may not register as a Member and are not eligible for the Membership Benefits set forth herein, including but not limited to entry in the Unique Giveaways discussed below. By registering to use the Site, you affirm that you are 18 years of age or older. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. The PlanetUp Site is not intended for children under 13. If you are under 13 years of age, please do not use our Site. You should talk with your parents or guardian about what web sites out there are appropriate for you to visit. Although we cannot absolutely control whether minors gain unauthorized access to our Site, your profile may be deleted and your Membership may be terminated without warning if we believe that you are under 13 years of age. 4. Registration Information and Membership Security; Fees; Access to PlanetUp Site During the registration process, you will be required to provide a valid email address belonging to you, which will be used as a unique identifier for your account (your "Login Name"). Your Login Name will not be displayed to other Users on the Site. During the registration process, you will also be asked to select a screen name ("User Name") that will be displayed to other Users of the Site. Each Member is required to have a unique User Name. You may not select as your User Name the name of another person to the extent that could cause deception or confusion; a name which violates any trademark right, copyright, or other proprietary right; or a name which SPW deems in its discretion to be vulgar or otherwise offensive. SPW reserves the right to delete or change any User Name for any reason or no reason. You are fully responsible for all activities conducted through your Membership or under your User Name. During the registration process you will also be asked to choose a password. You are entirely responsible for maintaining the security of your password. You agree not to use another Member's account or password at any time, or to disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your Membership or access to your password. You should never respond to an online request for a password other than in connection with the log-on process for the Site. Your disclosure of your password to any other person is entirely at your own risk. Although SPW will not be liable for your losses caused by any unauthorized use of your Membership, you may be liable for our losses or the losses of others as a result of such unauthorized use. You acknowledge that we reserve the right to charge for some or all aspects of the PlanetUp Site. You may cancel your Membership at any time. On your election to cancel, your Membership will be cancelled within 24-48 hours; however, if you have paid for access to specific Services in advance through a specific date, you will be permitted to use those Services through that date. Notwithstanding the foregoing, if your Membership is terminated as a result of your breach of this Agreement, your access will be terminated and you shall not be entitled to the refund of any unused portion of fees. SPW has the right at any time for any reason or no reason to suspend or terminate your Membership, terminate this Agreement, and/or refuse any and all current or future use of the Site without notice or liability to you. In the event that SPW suspends or terminates your Membership or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees, any content or data associated with your Membership, or for anything else. SPW does not provide Internet access. You are solely responsible for any fees associated with your Internet connection. SPW reserves the right to interrupt the Site with or without prior notice for any reason or no reason. You agree that SPW will not be liable for any interruption of the Site, delay or failure to perform, and you understand that except as may be otherwise specifically provided for in this Agreement you shall not be entitled to any refunds of fees for interruption of service or failure to perform. SPW has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site as it sees fit in its sole discretion. 5. Membership Benefits Once you have registered and confirmed your Membership, you will be able to participate in and have access to certain Services, subject to any additional terms and conditions that may apply to a specific Service. These Services include the following: Member Profile Page. You will receive your own page at the Site on which you can tell others a bit about yourself and the charities, organizations and causes you support. Give careful thought to the information you post about yourself in your Member Profile on our Site and that you choose to share with other Users. Certain information should never be included in your Member Profile, specifically telephone numbers, street addresses, and last names. Anything you post is viewable by the general public. Unique Giveaways. Subject to any additional terms and conditions that may apply, Members will be able to participate in any of a series of overlapping promotional giveaways (each a "Unique Giveaway") each with a different sponsor ("Individual Sponsor"), and each with a monetary fixed prize amount to be randomly awarded. Click on the Individual Sponsor profile (the "Sponsor Profile") attached to each Unique Giveaway to review unique terms and conditions that may apply to the Unique Giveaway. For purposes of this Agreement, a "ClickView" refers to the maximum number of times a Member seeking to enter a Unique Giveaway may view an Individual Sponsor's brief message ("Message"), and thereby enter the Unique Giveaway daily without using his or her bonus ClickViews, which are additional ClickViews provided to Members by SPW pursuant to the terms and conditions of this Agreement to obtain additional entries (as described below) ("Bonus ClickViews"). For each Unique Giveaway you enter, you can select an organization to receive a charitable donation from the Individual Sponsor whose Message you view. Members participating in the Unique Giveaways are not entitled to not claim a charitable deduction for the amount donated to the selected organizations. Bonus ClickViews. As a Member, for signing up you will receive ten 10 "Bonus ClickViews" in your Member Account. The ways in which you may use Bonus ClickViews and acquire additional Bonus ClickViews are set forth below. Carbon Offset Program. As a Member, you can support various charities and business organizations by participating in our Carbon Offset Program, described in detail below. Points. As a Member, you can accumulate points ("Points") in your account based on certain activities detailed below which you can convert to carbon offsets and/or cash pursuant to the terms of this Agreement. Carbon Offests. As a Member, you will also receive Carbon Offsets in your account for viewing the Sponsors' Messages and through our member referral program and based on the activities of the other members in your network. User Submissions and Solutions. As a Member you may submit certain content on the Site, such as suggestions, solutions, tips, comments, stories, and ideas, in the form of text, videos and/or photos and the like (collectively "User Submissions") pursuant to the terms of this Agreement as more fully described below. Only one person may be enrolled per Member Account, and accounts are not transferable, except as expressly set forth in this Agreement. In the event you set up duplicate accounts, SPW reserves the right to terminate your Membership and/or cancel, transfer, recalculate, and/or deduct any and all Member Benefits accumulated as a result of the duplicate accounts, including but not limited to ClickViews, BonusClickViews, Points, Carbon Offsets, charitable donations, and/or cash payments. Duplicate accounts can be terminated on a written request from you or in our discretion. 6. Use of Bonus ClickViews. Only Members can acquire and use Bonus ClickViews. Bonus ClickViews can be used to obtain additional entries into a given Unique Giveaway, subject to the entry limits associated with that Unique Giveaway. By way of example only, let's say a Unique Giveaway allows you up to five (5) Click Views per day of a Message, each of which constitutes an entry into the Unique Giveaway, and the Unique Giveaway allows a total of twenty (20) entries per day. You could use fifteen (15) Bonus ClickViews to obtain additional Click Views for the Unique Giveaway. You can track the number of Bonus ClickViews you have accumulated and/or have remaining by viewing the "My Bar" status bar displayed at the top of the page after you are signed in as a Member. In addition to Bonus ClickViews, the My Bar status bar will also display your Points, Carbon Offsets, and donations to charitable organizations, all described further below. Members can acquire additional Bonus ClickViews in several different ways. When you register as a Member, you will automatically receive 10 Bonus ClickViews. You will also receive 5 Bonus ClickViews for each person you refer to the PlanetUp Site who becomes a Member. Additionally you will receive one (1) Bonus ClickView for every one (1) US dollar you spend in the Carbon Offset Purchase Program (described below) up to a maximum of 50 Bonus ClickViews per calendar month regardless of your total purchase under the Carbon Offset Purchase Program. Additionally, you will receive five (5) Bonus ClickViews for each Solution you post on the Site (described below) up to a maximum of 50 Bonus ClickViews. Finally, SPW may also randomly award surprise Bonus ClickViews to Members in its sole discretion. Each calendar month in which you use up all of your Bonus ClickViews, you will automatically receive an additional five (5) Bonus ClickViews ("Additional Bonus ClickViews"). You may only receive one set of Additional Bonus ClickViews during a calendar month. Bonus ClickViews do not expire but they are non-transferable and may not be transferred to other Members. Bonus ClickViews have no cash value, and can only be used to obtain additional Click Views for a Unique Giveaway. You may not use Bonus ClickViews on any other website. Any attempt to barter or sell Bonus ClickViews through any method (on or offline) or any other website voids the Bonus ClickViews at issue and is a violation of the terms of this Agreement which may result in termination of your membership. 7. Carbon Offsets. Every time you watch a Message, you will earn Carbon Offsets that will instantly be credited to certain pre-selected carbon offsetting projects chosen at the sole and complete discretion of SPW (the "Carbon Offset Projects"). The Carbon Offsets earned for each ClickView and/or BonusClick view will be reflected on your My Bar status bar and will be a variable amount as determined by the Individual Sponsor and the price of Carbon Offsets at the time of purchase. 8. Points. Every time you watch a Message, you have the option to: 1) receive additional Carbon Offsets instantly credited to the Carbon Offset Projects with each ClickView or BonusClickView; or 2) accumulate Points which you may convert to cash as described below. Tracking Your Points. We keep track of how you've earned and redeemed Points over time. Your Points will be reflected on the My Bar status bar displayed on your Membership page. Points expire one (1) year from the date they are earned. Redeeming Points. Once you have accumulated a certain level of Points, you can redeem them for cash. To redeem your Points go into your Member Account and access your My Bar status bar. If you have at least ten (10) Points reflected in you're My Bar status bar, you may redeem them for cash at the rate of one (1) Point for one (1) US dollar. Any aggregate number of Points less than ten (10) has no cash value. To submit a redemption request, follow the instructions in your Member Account and confirm the name and address associated with the Member Account are accurate. The total balance of Points will be redeemed, and you may not specify an amount, other than the total balance, to be redeemed. If you choose to redeem your Points for cash, a check made out to the name associated with the Member Account will be mailed to the address associated with the Member Account within six (6) to eight (8) weeks of the submission of your redemption request. You can also connect your account to your PayPal account and we will make an electronic transfer of your Points to your PayPal account. SPW is not affiliated, sponsored by, or endorsed by PayPal. SPW reserves the right to cash out your Points at any time in its sole discretion. In the event your Points are cashed out by SPW, SPW will electronically deposit the balance into your PayPal Account, if available, within seven (7) to ten (10) business days, or in the alternative issue a check to you within six (6) to eight (8) weeks of cashing out your account. 9. Carbon Offset Purchase Program. You have the option to purchase on your behalf or on behalf of some other legal entity (individuals, organizations, or corporations, for example) carbon offsets through the Carbon Offset Purchase Program (the "Carbon Offset Program") which is more fully explained on the Site. When you make your purchase under the Carbon Offset Program, you must designate a charitable organization to receive a donation of ten percent (10%) of the net sale proceeds of your purchase. For every purchase you make, ninety percent (90%) of the net sales proceeds go toward the carbon offset and 10% go to the selected charitable organization. Donations to your selected organizations will be reflected in your My Bar status bar. We may provide a Carbon Offsets Calculator for you to use while on the Site, and although we use commercially reasonable efforts to provide accurate information, we make no guarantees or representations as to it is accuracy. 10. User Submissions And Solutions. SPW wants to encourage an open exchange of information and ideas, and has provided certain areas on the Site, where Members may provide User Submissions. SPW is not required to review any User Submission and does not endorse or guarantee the accuracy of any User Submission or any opinion, recommendation, or advice expressed therein. There is no substitute for healthy skepticism and your own good judgment. Users should be aware that your User Submissions are public, not private communications. When you voluntarily disclose personal information through your User Submissions, that information can be collected and used by others and may result in unsolicited messages from other people. You are solely responsible for any and all User Submission you post and/or upload on this Site, and you should use common sense when making a decision to disclose personal information about yourself. All User Submissions must comply with and are governed by the terms of this Agreement, including but not limited to Section 13 concerning Content and Section 15 concerning the General Use of this Site. By submitting any User Submission to this Site, you represent and warrant that the User Submission: (i) complies with all terms of this Agreement; (ii) is your original work (iii) does not violate any agreement between you and a third party; and (iv) the posting of the User Submission on the Site does not infringe upon or violate any law, agreement or other rights of any kind, of any third party, without limitation, rights affecting copyright, patent, trademark, unfair competition, contract, defamation, privacy or publicity. You agree that you will, at your own expense, defend, indemnify, and hold harmless SPW and its affiliated and related entities, licensees, successors and assigns, employees, officers and directors, representatives, contractors and agents from all claims, losses, damages and expenses of any kind (including, without limitation, attorneys' fees and disbursements) arising out of or in connection with a breach or alleged breach by you of your obligations or warranties herein. SPW may refuse or remove any User Submission for any and/or no reason, including any User Submission that, in its sole judgment, violates this Agreement User Submissions are made available to you for your information and personal use solely as intended through the normal functionality of the Site and/or Service. User Submissions are made available "as is", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the Site and/or Service or otherwise as prohibited under this Agreement. 11. Audit and Disqualification. SPW reserves the right to audit any and all Member Accounts at any time and without notice to you to ensure compliance with this Agreement. In the event an audit reveals discrepancies or violations, the processing of Bonus ClickViews, Points awards, issuance of redemption checks and/or summaries may be delayed until the discrepancies or violations are resolved. Violators are subject to having their accounts inhibited (i.e., Bonus ClickViews may not be used nor Points redeemed from an inhibited account), suspended or terminated or penalties imposed through the deduction of Bonus ClickViews or Points from their accounts. SPW also reserves the right to disqualify any person from further participation in the Site or a specific Service if, in SPW's sole judgment, that person has violated any of the terms and conditions described herein. Disqualification may result in termination of an individual's Membership or the cancellation of accumulated or unused Bonus ClickViews or Points. 12. Non-Commercial Use. The PlanetUp Site is for the personal use of Members and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Illegal and/or unauthorized use of the Site, including unauthorized framing of or linking to the Site or collecting User Names and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email, is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member Profiles without notice and may result in termination of Membership. Appropriate legal action may be taken for any illegal or unauthorized use of the Site. 13. Content 13.1 Access to Content You acknowledge that: (i) by using the Site you may have access to pictures, digital images, graphics, music, video, audio, text, User Submissions and other creative output (collectively, "Content"), and (ii) this Content may be provided under license by independent content providers, including contributions from other Users (all such independent content providers are "Content Providers"). SPW does not pre-screen Content. You acknowledge that SPW, Users and other Content Providers have rights in their respective Content under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred by mere use of the Site or a given Service. You accept full responsibility and liability for your use of any Content in violation of any such rights. 13.2 Ownership of Content; License You retain the copyright and other intellectual property rights with respect to your Content, to the extent that you have such rights under applicable law. However, you must make certain representations and warranties, and provide certain license rights, forbearances and indemnification, to SPW and to other Users of the PlanetUp Site. You understand and agree that by submitting your Content, including but not limited to User Submissions, to any area of the Site and to any specific Service, you automatically grant (and you represent and warrant that you have the right to grant) to SPW: (a) a royalty-free, worldwide, fully paid-up, irrevocable, non-exclusive right and license to (i) use, reproduce and distribute your Content within the Site as permitted by you through your interactions on and through the Site, and (ii) use and reproduce (and to authorize third parties to use and reproduce) any of your Content in any or all media for marketing and/or promotional purposes in connection with the Site, provided that in the event that your Content appears publicly in material under the control of SPW, and you provide written notice to SPW of your desire to discontinue the distribution of such Content in such material (with sufficient specificity to allow SPW, in its sole discretion, to identify the relevant Content and materials), SPW will make commercially reasonable efforts to cease its distribution of such Content following the receipt of such notice, although SPW cannot provide any assurances regarding materials produced or distributed prior to the receipt of such notice; (b) the perpetual and irrevocable right to delete any or all of your Content from SPW's servers and from the Site, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to you or any other party; and (c) a royalty- free, fully paid-up, perpetual, irrevocable, non-exclusive right and license to copy, analyze and use any of your Content as SPW may deem necessary or desirable for purposes of debugging, testing and/or providing support services in connection with the Site. Further, you agree to grant to SPW a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive, sub-licensable right and license to exercise the copyright, publicity, and database rights you have in your Membership information, including any data or other information generated by your Membership activity, in any media now known or not currently known, in accordance with our Privacy Policy, including the incorporation by reference of terms posted at www.planetup.com/legal/privacypolicy.cfm. You further understand and agree that: (i) you are solely responsible for understanding all copyright, patent, trademark, trade secret and other intellectual property or other laws that may apply to your Content, including User Submissions, hereunder; (ii) you are solely responsible for, and SPW will have no liability in connection with, the legal consequences of any actions or failures to act on your part while using the Site, including without limitation any legal consequences relating to your intellectual property rights; and (iii) SPW's acknowledgement hereunder of your intellectual property rights in your Content does not constitute a legal opinion or legal advice, but is intended solely as an expression of SPW's intention not to require users of the Site to forego certain intellectual property rights with respect to Content they upload, subject to the terms of this Agreement. You agree that even though you may retain certain copyright or other intellectual property rights with respect to Content you upload while using the Site, you do not own the Membership you use to access the Site, nor do you own any data SPW stores on SPW's servers (including without limitation any data representing or embodying any or all of your Content). Your intellectual property rights do not confer any rights of access to the Site or any rights to data stored by or on behalf of SPW. 13.3 Your Use of Content Content available through the Site is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Site and Content. You may access User Content solely: * for your information and personal use; * as intended through the normal functionality of the PlanetUp Site; and * for Streaming. "Streaming" means a contemporaneous digital transmission of an audio or audiovisual work via the Internet from the PlanetUp Site to a User's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User. Accessing User Content for any purpose or in any manner other than Streaming is expressly prohibited. Users have the opportunity to provide comments about Content, your profile and any number of topics on the Site ("Comments"), and these Comments are made available to you for your information and personal use solely as intended through the normal functionality of the PlanetUp Site. Comments are made available "as is," and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the PlanetUp Site or otherwise as prohibited under this Agreement. You may access SPW Content, User Content and other Content only as permitted under this Agreement. SPW reserves all rights not expressly granted in and to the SPW Content and the PlanetUp Site. You agree to not engage in the use, copying, or distribution of any of the Content other than as expressly permitted herein, including any use, copying, or distribution for any commercial purposes of third party User Content obtained through the Site. You agree not to circumvent, disable or otherwise interfere with security-related features of the PlanetUp Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the PlanetUp Site or the Content therein. You understand that when using the PlanetUp Site, you will be exposed to User Content from a variety of sources, and that SPW is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SPW with respect thereto, and agree to indemnify and hold SPW, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors harmless to the fullest extent allowed by law regarding all matters related to your use of the Site. 13.4 Membership Termination Policy We reserve the right to terminate a Member's access to the PlanetUp Site if, under appropriate circumstances, they are determined to be a repeat infringer. We reserve the right, upon notice from another member of abuse, to decide whether Content is appropriate and complies with this Agreement for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. We may remove such User Content and/or terminate a Member's access for uploading such material in violation of this Agreement at any time, without prior notice and at our sole discretion. 14. Digital Millennium Copyright Act. Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"). Copyright-infringing materials found on the PlanetUp Site can be identified and removed via SPW's DMCA compliance process listed below and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable. If you believe in good faith that a Member has infringed your copyright(s), you can request that we take down the infringing material(s) by following the steps in this DMCA compliance process. Please note that we do not make any legal decisions about the validity of your claim. When a clear and valid Notice is received pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing content ("Allegedly Infringing Content") or blocking access to it. We may contact the Notice provider to request additional information. Under the DMCA, we are required to take reasonable steps to notify the entity who posted the Allegedly Infringing Content ("Alleged Infringer"). The Alleged Infringer is allowed under the law to send us a counter-notification as instructed below ("Counter-Notice"). On receiving a Counter-Notice, we may restore the Allegedly Infringing Content unless we receive notice from the original Notice provider that a legal action has been filed seeking a court order to restrain the Alleged Infringer from engaging in the allegedly infringing activity. Notices and Counter-Notices are legal notices distinct from regular Site activities or communications. As such, they are not subject to SPW's Privacy Policy. This means we may publish or share them with third parties at our discretion, and we may produce them pursuant to a legal discovery request. Anyone making a false or fraudulent Notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney's fees. If you are unsure of whether certain material infringes your copyright, contact an attorney. 14.1 Filing a DMCA Notice To file a DMCA Notice with SPW, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement). We reserve the right to ignore a Notice that is not in compliance with the DMCA. Your Notice must: 1. Identify specifically the copyrighted work(s) you believe has/have been infringed (for example, "My copyrighted work is an image that appears at [list profile where material is located]."); 2. Identify the Content that you claim is infringing on your copyrighted work. You must provide information reasonably sufficient to enable us to locate the item on the Site. You should provide clear screenshots of the Allegedly Infringing Materials (this is for identification purposes only, not to "prove" your claims). The information provided should be as detailed as possible; 3. Provide information sufficient to permit us to contact you directly: your name, street address, telephone number, and email (if available); 4. If possible, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred); 5. Include the following statement: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law."; 6. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."; 7. The Notice must be signed; 8. The Notice must be sent to our DMCA designated agent at the following address: Luis Prestamo DMCA Designated Agent Save the Planet and Win, LLC. 1169 Howard, Suite 203, San Francisco, CA 94103 Tel: (415) 252 7093 Or fax to: (415) 252 7093 (on the cover sheet, please write: Attention: DMCA NOTICE). 14.2 Filing a Counter-Notice If your material has been removed or blocked by us as a result of a DMCA Notice, you may send us a Counter-Notice pursuant to Sections 512(g)(2) and (3) of the DMCA asking for the Allegedly Infringing Material to be restored. To file a DMCA Counter-Notice with us, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement). When we receive the Counter-Notice, we will send a copy of the Counter-Notice to the party who originally requested the removal of the Allegedly Infringing Material and we will reinstate the Allegedly Infringing Material, unless that party obtains a court order supporting removal of the Allegedly Infringing Material. We reserve the right to ignore a Counter-Notice that is not in compliance with the DMCA Your Counter-Notice must: 1. Describe and list all material(s) that were removed by SPW and the location at which the material(s) appeared before it/they was/were removed. Please provide the specific profile or other unique identifying information so that we may have reasonably sufficient information to identify the item(s). The information provided should be as detailed as possible; 2. Provide your name, address, telephone number and email address (if available); 3. State that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located (or San Francisco County, California if your address is outside of the United States); 4. State that you will accept service of process from the person (or an agent of such person) who provided the DMCA Notice to us. 5. Include the following statement: "I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled." 6. The Counter-Notice must be signed. 7. The Counter-Notice must be sent to our designated DMCA designated agent at the following address: Luis Prestamo DMCA Designated Agent Save the Planet and Win, LLC. 1169 Howard, Suite 203 San Francisco, CA 94103 Tel: (415) 252 7093 Or fax to: (415) 252 7093 (on the cover sheet, please write: Attention: DMCA COUNTER-NOTICE). 15. General Use of the Site. You have a nonexclusive, limited, revocable license to use the PlanetUp Site while you are in compliance with this Agreement. You agree to abide by certain rules of conduct and other rules prohibiting illegal and other practices that SPW deems harmful. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates any of these terms, including without limitation, removing the offending communication from the Site and terminating the Membership of such violators. You agree that you shall not: * Take any action or upload, post, e-mail or otherwise transmit Content that infringes or violates any third party rights; * Impersonate any person or entity without their consent, including, but not limited to, a SPW employee, or falsely state or otherwise misrepresent your affiliation with a person or entity; * Make unauthorized use of any SPW trademarks or service marks; * Take any action or upload, post, e-mail or otherwise transmit Content that violates any law or regulation; * Take any action or upload, post, e-mail or otherwise transmit Content as determined by SPW, in its sole discretion, that causes tort, is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; * Take any actions or upload, post, e-mail or otherwise transmit Content that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; * Take any action or upload, post, email or otherwise transmit any Content that would violate any right or duty under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); * Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that SPW considers in its sole discretion to be of such nature; * Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; * Attempt to gain access to any other Member's account or password; or * "Stalk," abuse or attempt to abuse, or otherwise harass another User. Any violation by you of the terms of the foregoing sentence may result in immediate and permanent suspension or cancellation of your Membership. You agree that SPW may take whatever steps it deems necessary to abridge, or prevent behavior of any sort on the Site in its sole discretion, without notice to you, including but not limited to termination of Your account. 16. Dealing With Other Members; Limitation of Liability SPW is a service provider, which means, among other things, that we do not control each and every aspect of the Site. You acknowledge that SPW is a service provider that may offer Users opportunities to interact online regarding topics and content chosen by other Users. Generally, we do not regulate Users' interactions with the Site or communications with each other. As a result, we have limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Site. You are solely responsible for your interactions with other Users. As a condition of access to our Site, you release SPW (and SPW's shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Users of the Site. You have the option to block Members and to report violations of this Agreement by using the reporting features on the Site ("Reporting Features"). However, you further understand and agree that: (a) SPW will have the right but not the obligation to take action in connection with any specific report received through the Reporting Features; (b) SPW will have the right but not the obligation to resolve disputes between Users relating to the Site, and SPW's resolution of any particular dispute does not create an obligation to resolve any other dispute; (c) to the extent SPW elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Site and will not make judgments regarding legal issues or claims; (d) SPW's resolution of such disputes will be final with respect to the Site but will have no bearing on any real-world legal disputes in which Users of the Site may become involved; (e) SPW reserves the right to take action against any User who abuses the Reporting Features, such as using the Reporting Features to harass or retaliate against another User who has reported you for misconduct, and such action may range from a private warning to termination of Membership, at SPW's sole discretion; and (f) you hereby release SPW (and SPW's shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with SPW's resolution of disputes relating to the Site. 17. Membership Termination. This Agreement shall remain in full force and effect while you use the PlanetUp Site or are a Member. You may terminate your Membership at any time, for any reason, by contacting us at info@planetup.com. SPW may terminate your Membership at any time without warning. Even after Membership is terminated, this Agreement will remain in effect, including Sections 4, 9, 10, 11, 13, 14, 16, 17, 18. In the event you terminate your membership, your outstanding Points will, upon your request, be redeemed as carbon offsets, not cash. In the event that SPW terminates your membership for any violation of this Agreement, you forfeit any and all rights to any and all Points that you have accumulated. 18. Transfer of Membership and Assignment. A single Membership may be used by a single legal entity (such as an individual, a band whose legal entity is a partnership, or a corporation) at SPW's sole discretion and subject to SPW's requirements. You may not assign or transfer your Membership, this Agreement or any or all of your rights hereunder and any attempt to do so is void. All or any of SPW's rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Site in a merger, acquisition or sale of all or substantially all of SPW's assets. 19. Disputes. In the event a dispute arises between you and SPW, we want to provide you with an efficient, neutral and cost-effective means of resolving the dispute. To this end, you and SPW agree to resolve any claim or controversy at law or in equity that arises from or relates to this Agreement or our Site (a "Claim") in accordance with one of the subsections below. 19.1. Governing Law. This Agreement and the relationship between you and SPW shall be governed in all respects by the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. 19.2 Forum for Disputes You and SPW agree to submit to the exclusive jurisdiction and venue of the courts located in the County of San Francisco, California except as provided in Subsection 17.3 below regarding optional arbitration. Notwithstanding this provision, you agree that SPW shall still be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction. 19.3 Optional Arbitration For any Claim, excluding Claims for injunctive or other equitable relief, where the total amount of the award sought is less than ten thousand U.S. Dollars ($10,000.00 USD), the party requesting relief may elect to resolve the Claim in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 19.4 Improperly Filed Claims All Claims you bring against SPW must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to this Dispute Resolution Section, SPW may recover attorneys' fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that SPW has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim. 20. Releases, Disclaimer of Warranty, Further Limitations of Liability, Indemnity. 20.1. No Liability for Accumulated Content When using the Site, you may accumulate Content that resides as data on SPW's servers. THESE DATA, AND ANY OTHER DATA, MEMBERSHIP HISTORY AND USER NAMES RESIDING ON SPW'S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN SPW'S SOLE DISCRETION. YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER RIGHTS YOU MAY HAVE WITH RESPECT TO CONTENT YOU UPLOAD AND/OR CREATE USING THE PLANETUP SITE, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH CONTENT OR OTHER DATA BY YOU OR ANY THIRD PARTY, SPW DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON SPW'S SERVERS. YOU UNDERSTAND AND AGREE THAT SPW HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY CONTENT (INCLUDING YOUR CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. 20.2 The PlanetUp Site Is Provided "As Is" SPW PROVIDES THE SITE, YOUR MEMBERSHIP AND ALL OTHER SERVICES STRICTLY ON AN "AS IS" BASIS, PROVIDED AT YOUR OWN RISK, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, SPW does not ensure continuous, error-free, secure or virus-free operation of the Site or your Membership, and you understand that you shall not be entitled to refunds for fees paid (if any) based on SPW's failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you. 20.3 Further Limitations of Liability IN NO EVENT SHALL SPW OR ANY OF ITS SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES OR DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING ITS MODIFICATION OR TERMINATION), YOUR MEMBERSHIP (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT SPW MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL SPW'S CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIFTY DOLLARS (U.S. $50.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is impermissible, such limitation may not apply to you. You agree that SPW cannot be held responsible or liable for anything that occurs or results from using the Site. 20.4 Your Indemnification of SPW At SPW's request, you agree to defend, indemnify and hold harmless SPW, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, Content Providers, and other Users of the Site, from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from any breach of this Agreement by you, or from your use of the Site. You agree to defend, indemnify and hold harmless SPW, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (a) any action or inaction by you in connection with the deletion, alteration, transfer or other loss of Content, status or other data held in connection with your Membership, and (b) any claims by third parties that your activity or Content in the Site infringes upon, violates or misappropriates any of their intellectual property or proprietary rights. 21. Links To Third Party Sites. This Site may contain links to third party websites ("Linked Sites"). The Linked Sites are not under the control of SPW and SPW is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. SPW is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the company of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites. Any dealings with third parties associated with this Site and/or participation in promotions, activities, events of third parties, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. SPW shall not be responsible or liable for any part of any such dealings. 22. General Provisions. This Agreement is accepted upon your use of the PlanetUp Site and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and SPW regarding the use of the PlanetUp Site. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is deemed unlawful, void or unenforceable by a court of competent jurisdiction, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. The PlanetUp Site is controlled and operated by SPW from its offices within the State of California, United States of America. We make no representation that any aspect of the Site or our Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Site from other locations are responsible for compliance with applicable local laws. Any software available in connection with our Site (the "Software") is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Software and its use. Downloading or using the Software is at your sole risk. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by SPW under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of SPW. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of SPW shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of SPW. SPW may give notice to you by means of a general notice on our Site, at or after log-in to your Member Account, by electronic mail to your e-mail address in our records for your Membership, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Membership. All notices given by you or required under this Agreement shall be faxed to Save The Planet And Win, Inc. Legal Department, Attn: Dispute Resolution, at: (415 252 7093); or mailed to us at: Save The Planet And Win, Inc. Legal Department, Attn: Dispute Resolution, 1169 Howard, Suite 203, San Francisco, California, 94103.
Terms of Use
Save The Planet and Win, Inc ("SPW," or "us") operates a promotions and social networking site that provides a range of content hosting, communication, goods and entertainment services. Our services include our website www.planetup.com (also accessible at www.savetheplanetandwin.com and www.spnwin.com ) which includes a series of overlapping promotional giveaways and other features, content and functionality offered by us from time to time in connection with our website. For ease of reference, our website and related services will be referred to collectively as the "PlanetUp Site" or "Site," and services will be referred to as "PlanetUp Services" or "Services."
These terms of use ("Agreement") apply to the PlanetUp Site. If you have any questions about these terms of use or our privacy policy, please contact us at feedback@planetup.com.
1. Here Are the Basics.
Much of the site can be viewed without creating an account, but you will be bound by these terms for any visits to the site. By using, accessing, subscribing to, and/or visiting our Site (collectively "use") you: (1) agree to be bound by these terms and conditions; (2) agree to our privacy policy, which is located at www.planetup.com/planetup/legal/privacypolicy.cfm and is incorporated here by reference; and (3) agree to be bound by other legal notices that may be posted on the PlanetUp Site from time to time. The legally binding terms of these documents set out your rights, obligations and restrictions regarding your use of our Site. In order to participate in certain PlanetUp Services you may be required to download content, software, and/or required to agree to additional terms and conditions, including but not limited to sweepstakes rules. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific PlanetUp Service(s) in which you choose to participate, those additional terms are hereby incorporated into this Agreement. If you do not agree to this Agreement (which is comprised of these terms of use and our privacy policy, and any additional terms and conditions that may apply to a specific Service) please do not use the PlanetUp Site. You are only authorized to use the Site if you agree to abide by all applicable laws and this Agreement.
2. Modification to Agreement.
We may change or update this Agreement from time to time, and any such modifications shall be effective upon posting on the Site. Your use of our Site after a change has been posted signifies your agreement to any such changes. You should review this Agreement periodically to make sure you are up to date on any changes.
THIS AGREEMENT WAS LAST UPDATED ON: May 19, 2009. 3. Eligibility for Membership and Ability to Accept Terms of Use
A "Visitor" is someone who is browsing through the Site. A "Member" is someone who has registered with the Site. Valid and accurate completion of the registration process leads to "Membership." Visitors and Members are referred to collectively as "Users." During the Membership registration process, you will be prompted to provide personal information that allows us to know who you are, such as your full name, age, street address, email address and phone number ("Registration Information"). By using the PlanetUp Site, you represent and warrant that: (a) all Registration Information you submit is truthful, accurate, current and complete; (b) you will maintain the accuracy of such Registration Information by updating and revising it promptly; and (c) your use of the PlanetUp Site does not violate any applicable law or regulation.
You authorize SPW to make any inquiries, either directly or through third parties, that we consider necessary to validate your Registration Information. SPW reserves all rights to take legal action against anyone who misrepresents personal information or is otherwise untruthful about their identity, and to suspend or cancel Memberships established using inaccurate or incomplete information. Notwithstanding the foregoing, you acknowledge that SPW cannot guarantee the accuracy of any information submitted by any User of the Site, nor any identity information about any User.
You must be 18 years or older to register as a Member and use the Site. If you are between the ages of 13 and 18 and possess verifiable legal parental or guardian consent, you may use the site as a Visitor but may not register as a Member and are not eligible for the Membership Benefits set forth herein, including but not limited to entry in the Unique Giveaways discussed below.
By registering to use the Site, you affirm that you are 18 years of age or older. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
The PlanetUp Site is not intended for children under 13. If you are under 13 years of age, please do not use our Site. You should talk with your parents or guardian about what web sites out there are appropriate for you to visit. Although we cannot absolutely control whether minors gain unauthorized access to our Site, your profile may be deleted and your Membership may be terminated without warning if we believe that you are under 13 years of age.
4. Registration Information and Membership Security; Fees; Access to PlanetUp Site
During the registration process, you will be required to provide a valid email address belonging to you, which will be used as a unique identifier for your account (your "Login Name"). Your Login Name will not be displayed to other Users on the Site. During the registration process, you will also be asked to select a screen name ("User Name") that will be displayed to other Users of the Site. Each Member is required to have a unique User Name. You may not select as your User Name the name of another person to the extent that could cause deception or confusion; a name which violates any trademark right, copyright, or other proprietary right; or a name which SPW deems in its discretion to be vulgar or otherwise offensive. SPW reserves the right to delete or change any User Name for any reason or no reason. You are fully responsible for all activities conducted through your Membership or under your User Name.
During the registration process you will also be asked to choose a password. You are entirely responsible for maintaining the security of your password. You agree not to use another Member's account or password at any time, or to disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your Membership or access to your password. You should never respond to an online request for a password other than in connection with the log-on process for the Site. Your disclosure of your password to any other person is entirely at your own risk. Although SPW will not be liable for your losses caused by any unauthorized use of your Membership, you may be liable for our losses or the losses of others as a result of such unauthorized use.
You acknowledge that we reserve the right to charge for some or all aspects of the PlanetUp Site. You may cancel your Membership at any time. On your election to cancel, your Membership will be cancelled within 24-48 hours; however, if you have paid for access to specific Services in advance through a specific date, you will be permitted to use those Services through that date. Notwithstanding the foregoing, if your Membership is terminated as a result of your breach of this Agreement, your access will be terminated and you shall not be entitled to the refund of any unused portion of fees.
SPW has the right at any time for any reason or no reason to suspend or terminate your Membership, terminate this Agreement, and/or refuse any and all current or future use of the Site without notice or liability to you. In the event that SPW suspends or terminates your Membership or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees, any content or data associated with your Membership, or for anything else.
SPW does not provide Internet access. You are solely responsible for any fees associated with your Internet connection.
SPW reserves the right to interrupt the Site with or without prior notice for any reason or no reason. You agree that SPW will not be liable for any interruption of the Site, delay or failure to perform, and you understand that except as may be otherwise specifically provided for in this Agreement you shall not be entitled to any refunds of fees for interruption of service or failure to perform. SPW has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site as it sees fit in its sole discretion.
5. Membership Benefits
Once you have registered and confirmed your Membership, you will be able to participate in and have access to certain Services, subject to any additional terms and conditions that may apply to a specific Service. These Services include the following:
Member Profile Page. You will receive your own page at the Site on which you can tell others a bit about yourself and the charities, organizations and causes you support. Give careful thought to the information you post about yourself in your Member Profile on our Site and that you choose to share with other Users. Certain information should never be included in your Member Profile, specifically telephone numbers, street addresses, and last names. Anything you post is viewable by the general public.
Unique Giveaways. Subject to any additional terms and conditions that may apply, Members will be able to participate in any of a series of overlapping promotional giveaways (each a "Unique Giveaway") each with a different sponsor ("Individual Sponsor"), and each with a monetary fixed prize amount to be randomly awarded. Click on the Individual Sponsor profile (the "Sponsor Profile") attached to each Unique Giveaway to review unique terms and conditions that may apply to the Unique Giveaway. For purposes of this Agreement, a "ClickView" refers to the maximum number of times a Member seeking to enter a Unique Giveaway may view an Individual Sponsor's brief message ("Message"), and thereby enter the Unique Giveaway daily without using his or her bonus ClickViews, which are additional ClickViews provided to Members by SPW pursuant to the terms and conditions of this Agreement to obtain additional entries (as described below) ("Bonus ClickViews"). For each Unique Giveaway you enter, you can select an organization to receive a charitable donation from the Individual Sponsor whose Message you view. Members participating in the Unique Giveaways are not entitled to not claim a charitable deduction for the amount donated to the selected organizations.
Bonus ClickViews. As a Member, for signing up you will receive ten 10 "Bonus ClickViews" in your Member Account. The ways in which you may use Bonus ClickViews and acquire additional Bonus ClickViews are set forth below.
Carbon Offset Program. As a Member, you can support various charities and business organizations by participating in our Carbon Offset Program, described in detail below.
Points. As a Member, you can accumulate points ("Points") in your account based on certain activities detailed below which you can convert to carbon offsets and/or cash pursuant to the terms of this Agreement.
Carbon Offests. As a Member, you will also receive Carbon Offsets in your account for viewing the Sponsors' Messages and through our member referral program and based on the activities of the other members in your network.
User Submissions and Solutions. As a Member you may submit certain content on the Site, such as suggestions, solutions, tips, comments, stories, and ideas, in the form of text, videos and/or photos and the like (collectively "User Submissions") pursuant to the terms of this Agreement as more fully described below.
Only one person may be enrolled per Member Account, and accounts are not transferable, except as expressly set forth in this Agreement. In the event you set up duplicate accounts, SPW reserves the right to terminate your Membership and/or cancel, transfer, recalculate, and/or deduct any and all Member Benefits accumulated as a result of the duplicate accounts, including but not limited to ClickViews, BonusClickViews, Points, Carbon Offsets, charitable donations, and/or cash payments. Duplicate accounts can be terminated on a written request from you or in our discretion.
6. Use of Bonus ClickViews.
Only Members can acquire and use Bonus ClickViews. Bonus ClickViews can be used to obtain additional entries into a given Unique Giveaway, subject to the entry limits associated with that Unique Giveaway. By way of example only, let's say a Unique Giveaway allows you up to five (5) Click Views per day of a Message, each of which constitutes an entry into the Unique Giveaway, and the Unique Giveaway allows a total of twenty (20) entries per day. You could use fifteen (15) Bonus ClickViews to obtain additional Click Views for the Unique Giveaway. You can track the number of Bonus ClickViews you have accumulated and/or have remaining by viewing the "My Bar" status bar displayed at the top of the page after you are signed in as a Member. In addition to Bonus ClickViews, the My Bar status bar will also display your Points, Carbon Offsets, and donations to charitable organizations, all described further below.
Members can acquire additional Bonus ClickViews in several different ways. When you register as a Member, you will automatically receive 10 Bonus ClickViews. You will also receive 5 Bonus ClickViews for each person you refer to the PlanetUp Site who becomes a Member. Additionally you will receive one (1) Bonus ClickView for every one (1) US dollar you spend in the Carbon Offset Purchase Program (described below) up to a maximum of 50 Bonus ClickViews per calendar month regardless of your total purchase under the Carbon Offset Purchase Program. Additionally, you will receive five (5) Bonus ClickViews for each Solution you post on the Site (described below) up to a maximum of 50 Bonus ClickViews. Finally, SPW may also randomly award surprise Bonus ClickViews to Members in its sole discretion. Each calendar month in which you use up all of your Bonus ClickViews, you will automatically receive an additional five (5) Bonus ClickViews ("Additional Bonus ClickViews"). You may only receive one set of Additional Bonus ClickViews during a calendar month.
Bonus ClickViews do not expire but they are non-transferable and may not be transferred to other Members. Bonus ClickViews have no cash value, and can only be used to obtain additional Click Views for a Unique Giveaway. You may not use Bonus ClickViews on any other website. Any attempt to barter or sell Bonus ClickViews through any method (on or offline) or any other website voids the Bonus ClickViews at issue and is a violation of the terms of this Agreement which may result in termination of your membership.
7. Carbon Offsets.
Every time you watch a Message, you will earn Carbon Offsets that will instantly be credited to certain pre-selected carbon offsetting projects chosen at the sole and complete discretion of SPW (the "Carbon Offset Projects"). The Carbon Offsets earned for each ClickView and/or BonusClick view will be reflected on your My Bar status bar and will be a variable amount as determined by the Individual Sponsor and the price of Carbon Offsets at the time of purchase.
8. Points.
Every time you watch a Message, you have the option to: 1) receive additional Carbon Offsets instantly credited to the Carbon Offset Projects with each ClickView or BonusClickView; or 2) accumulate Points which you may convert to cash as described below.
Tracking Your Points. We keep track of how you've earned and redeemed Points over time. Your Points will be reflected on the My Bar status bar displayed on your Membership page. Points expire one (1) year from the date they are earned.
Redeeming Points. Once you have accumulated a certain level of Points, you can redeem them for cash. To redeem your Points go into your Member Account and access your My Bar status bar. If you have at least ten (10) Points reflected in you're My Bar status bar, you may redeem them for cash at the rate of one (1) Point for one (1) US dollar. Any aggregate number of Points less than ten (10) has no cash value. To submit a redemption request, follow the instructions in your Member Account and confirm the name and address associated with the Member Account are accurate. The total balance of Points will be redeemed, and you may not specify an amount, other than the total balance, to be redeemed.
If you choose to redeem your Points for cash, a check made out to the name associated with the Member Account will be mailed to the address associated with the Member Account within six (6) to eight (8) weeks of the submission of your redemption request. You can also connect your account to your PayPal account and we will make an electronic transfer of your Points to your PayPal account. SPW is not affiliated, sponsored by, or endorsed by PayPal. SPW reserves the right to cash out your Points at any time in its sole discretion. In the event your Points are cashed out by SPW, SPW will electronically deposit the balance into your PayPal Account, if available, within seven (7) to ten (10) business days, or in the alternative issue a check to you within six (6) to eight (8) weeks of cashing out your account. 9. Carbon Offset Purchase Program.
You have the option to purchase on your behalf or on behalf of some other legal entity (individuals, organizations, or corporations, for example) carbon offsets through the Carbon Offset Purchase Program (the "Carbon Offset Program") which is more fully explained on the Site. When you make your purchase under the Carbon Offset Program, you must designate a charitable organization to receive a donation of ten percent (10%) of the net sale proceeds of your purchase. For every purchase you make, ninety percent (90%) of the net sales proceeds go toward the carbon offset and 10% go to the selected charitable organization. Donations to your selected organizations will be reflected in your My Bar status bar. We may provide a Carbon Offsets Calculator for you to use while on the Site, and although we use commercially reasonable efforts to provide accurate information, we make no guarantees or representations as to it is accuracy.
10. User Submissions And Solutions.
SPW wants to encourage an open exchange of information and ideas, and has provided certain areas on the Site, where Members may provide User Submissions. SPW is not required to review any User Submission and does not endorse or guarantee the accuracy of any User Submission or any opinion, recommendation, or advice expressed therein. There is no substitute for healthy skepticism and your own good judgment.
Users should be aware that your User Submissions are public, not private communications. When you voluntarily disclose personal information through your User Submissions, that information can be collected and used by others and may result in unsolicited messages from other people. You are solely responsible for any and all User Submission you post and/or upload on this Site, and you should use common sense when making a decision to disclose personal information about yourself.
All User Submissions must comply with and are governed by the terms of this Agreement, including but not limited to Section 13 concerning Content and Section 15 concerning the General Use of this Site. By submitting any User Submission to this Site, you represent and warrant that the User Submission: (i) complies with all terms of this Agreement; (ii) is your original work (iii) does not violate any agreement between you and a third party; and (iv) the posting of the User Submission on the Site does not infringe upon or violate any law, agreement or other rights of any kind, of any third party, without limitation, rights affecting copyright, patent, trademark, unfair competition, contract, defamation, privacy or publicity. You agree that you will, at your own expense, defend, indemnify, and hold harmless SPW and its affiliated and related entities, licensees, successors and assigns, employees, officers and directors, representatives, contractors and agents from all claims, losses, damages and expenses of any kind (including, without limitation, attorneys' fees and disbursements) arising out of or in connection with a breach or alleged breach by you of your obligations or warranties herein.
SPW may refuse or remove any User Submission for any and/or no reason, including any User Submission that, in its sole judgment, violates this Agreement
User Submissions are made available to you for your information and personal use solely as intended through the normal functionality of the Site and/or Service. User Submissions are made available "as is", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the Site and/or Service or otherwise as prohibited under this Agreement.
11. Audit and Disqualification.
SPW reserves the right to audit any and all Member Accounts at any time and without notice to you to ensure compliance with this Agreement. In the event an audit reveals discrepancies or violations, the processing of Bonus ClickViews, Points awards, issuance of redemption checks and/or summaries may be delayed until the discrepancies or violations are resolved. Violators are subject to having their accounts inhibited (i.e., Bonus ClickViews may not be used nor Points redeemed from an inhibited account), suspended or terminated or penalties imposed through the deduction of Bonus ClickViews or Points from their accounts. SPW also reserves the right to disqualify any person from further participation in the Site or a specific Service if, in SPW's sole judgment, that person has violated any of the terms and conditions described herein. Disqualification may result in termination of an individual's Membership or the cancellation of accumulated or unused Bonus ClickViews or Points.
12. Non-Commercial Use.
The PlanetUp Site is for the personal use of Members and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Illegal and/or unauthorized use of the Site, including unauthorized framing of or linking to the Site or collecting User Names and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email, is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member Profiles without notice and may result in termination of Membership. Appropriate legal action may be taken for any illegal or unauthorized use of the Site.
13. Content
13.1 Access to Content
You acknowledge that: (i) by using the Site you may have access to pictures, digital images, graphics, music, video, audio, text, User Submissions and other creative output (collectively, "Content"), and (ii) this Content may be provided under license by independent content providers, including contributions from other Users (all such independent content providers are "Content Providers"). SPW does not pre-screen Content.
You acknowledge that SPW, Users and other Content Providers have rights in their respective Content under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred by mere use of the Site or a given Service. You accept full responsibility and liability for your use of any Content in violation of any such rights.
13.2 Ownership of Content; License
You retain the copyright and other intellectual property rights with respect to your Content, to the extent that you have such rights under applicable law. However, you must make certain representations and warranties, and provide certain license rights, forbearances and indemnification, to SPW and to other Users of the PlanetUp Site.
You understand and agree that by submitting your Content, including but not limited to User Submissions, to any area of the Site and to any specific Service, you automatically grant (and you represent and warrant that you have the right to grant) to SPW: (a) a royalty-free, worldwide, fully paid-up, irrevocable, non-exclusive right and license to (i) use, reproduce and distribute your Content within the Site as permitted by you through your interactions on and through the Site, and (ii) use and reproduce (and to authorize third parties to use and reproduce) any of your Content in any or all media for marketing and/or promotional purposes in connection with the Site, provided that in the event that your Content appears publicly in material under the control of SPW, and you provide written notice to SPW of your desire to discontinue the distribution of such Content in such material (with sufficient specificity to allow SPW, in its sole discretion, to identify the relevant Content and materials), SPW will make commercially reasonable efforts to cease its distribution of such Content following the receipt of such notice, although SPW cannot provide any assurances regarding materials produced or distributed prior to the receipt of such notice; (b) the perpetual and irrevocable right to delete any or all of your Content from SPW's servers and from the Site, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to you or any other party; and (c) a royalty- free, fully paid-up, perpetual, irrevocable, non-exclusive right and license to copy, analyze and use any of your Content as SPW may deem necessary or desirable for purposes of debugging, testing and/or providing support services in connection with the Site. Further, you agree to grant to SPW a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive, sub-licensable right and license to exercise the copyright, publicity, and database rights you have in your Membership information, including any data or other information generated by your Membership activity, in any media now known or not currently known, in accordance with our Privacy Policy, including the incorporation by reference of terms posted at www.planetup.com/legal/privacypolicy.cfm.
You further understand and agree that: (i) you are solely responsible for understanding all copyright, patent, trademark, trade secret and other intellectual property or other laws that may apply to your Content, including User Submissions, hereunder; (ii) you are solely responsible for, and SPW will have no liability in connection with, the legal consequences of any actions or failures to act on your part while using the Site, including without limitation any legal consequences relating to your intellectual property rights; and (iii) SPW's acknowledgement hereunder of your intellectual property rights in your Content does not constitute a legal opinion or legal advice, but is intended solely as an expression of SPW's intention not to require users of the Site to forego certain intellectual property rights with respect to Content they upload, subject to the terms of this Agreement.
You agree that even though you may retain certain copyright or other intellectual property rights with respect to Content you upload while using the Site, you do not own the Membership you use to access the Site, nor do you own any data SPW stores on SPW's servers (including without limitation any data representing or embodying any or all of your Content). Your intellectual property rights do not confer any rights of access to the Site or any rights to data stored by or on behalf of SPW.
13.3 Your Use of Content
Content available through the Site is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Site and Content.
You may access User Content solely:
* for your information and personal use; * as intended through the normal functionality of the PlanetUp Site; and * for Streaming.
"Streaming" means a contemporaneous digital transmission of an audio or audiovisual work via the Internet from the PlanetUp Site to a User's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User. Accessing User Content for any purpose or in any manner other than Streaming is expressly prohibited. Users have the opportunity to provide comments about Content, your profile and any number of topics on the Site ("Comments"), and these Comments are made available to you for your information and personal use solely as intended through the normal functionality of the PlanetUp Site. Comments are made available "as is," and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the PlanetUp Site or otherwise as prohibited under this Agreement. You may access SPW Content, User Content and other Content only as permitted under this Agreement. SPW reserves all rights not expressly granted in and to the SPW Content and the PlanetUp Site. You agree to not engage in the use, copying, or distribution of any of the Content other than as expressly permitted herein, including any use, copying, or distribution for any commercial purposes of third party User Content obtained through the Site. You agree not to circumvent, disable or otherwise interfere with security-related features of the PlanetUp Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the PlanetUp Site or the Content therein. You understand that when using the PlanetUp Site, you will be exposed to User Content from a variety of sources, and that SPW is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SPW with respect thereto, and agree to indemnify and hold SPW, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
13.4 Membership Termination Policy
We reserve the right to terminate a Member's access to the PlanetUp Site if, under appropriate circumstances, they are determined to be a repeat infringer.
We reserve the right, upon notice from another member of abuse, to decide whether Content is appropriate and complies with this Agreement for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. We may remove such User Content and/or terminate a Member's access for uploading such material in violation of this Agreement at any time, without prior notice and at our sole discretion.
14. Digital Millennium Copyright Act.
Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"). Copyright-infringing materials found on the PlanetUp Site can be identified and removed via SPW's DMCA compliance process listed below and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.
If you believe in good faith that a Member has infringed your copyright(s), you can request that we take down the infringing material(s) by following the steps in this DMCA compliance process. Please note that we do not make any legal decisions about the validity of your claim.
When a clear and valid Notice is received pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing content ("Allegedly Infringing Content") or blocking access to it. We may contact the Notice provider to request additional information.
Under the DMCA, we are required to take reasonable steps to notify the entity who posted the Allegedly Infringing Content ("Alleged Infringer"). The Alleged Infringer is allowed under the law to send us a counter-notification as instructed below ("Counter-Notice"). On receiving a Counter-Notice, we may restore the Allegedly Infringing Content unless we receive notice from the original Notice provider that a legal action has been filed seeking a court order to restrain the Alleged Infringer from engaging in the allegedly infringing activity.
Notices and Counter-Notices are legal notices distinct from regular Site activities or communications. As such, they are not subject to SPW's Privacy Policy. This means we may publish or share them with third parties at our discretion, and we may produce them pursuant to a legal discovery request.
Anyone making a false or fraudulent Notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney's fees. If you are unsure of whether certain material infringes your copyright, contact an attorney.
14.1 Filing a DMCA Notice
To file a DMCA Notice with SPW, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement). We reserve the right to ignore a Notice that is not in compliance with the DMCA.
Your Notice must:
1. Identify specifically the copyrighted work(s) you believe has/have been infringed (for example, "My copyrighted work is an image that appears at [list profile where material is located]."); 2. Identify the Content that you claim is infringing on your copyrighted work. You must provide information reasonably sufficient to enable us to locate the item on the Site. You should provide clear screenshots of the Allegedly Infringing Materials (this is for identification purposes only, not to "prove" your claims). The information provided should be as detailed as possible; 3. Provide information sufficient to permit us to contact you directly: your name, street address, telephone number, and email (if available); 4. If possible, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred); 5. Include the following statement: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law."; 6. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."; 7. The Notice must be signed; 8. The Notice must be sent to our DMCA designated agent at the following address:
Luis Prestamo DMCA Designated Agent Save the Planet and Win, LLC. 1169 Howard, Suite 203, San Francisco, CA 94103 Tel: (415) 252 7093 Or fax to: (415) 252 7093 (on the cover sheet, please write: Attention: DMCA NOTICE).
14.2 Filing a Counter-Notice
If your material has been removed or blocked by us as a result of a DMCA Notice, you may send us a Counter-Notice pursuant to Sections 512(g)(2) and (3) of the DMCA asking for the Allegedly Infringing Material to be restored. To file a DMCA Counter-Notice with us, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement).
When we receive the Counter-Notice, we will send a copy of the Counter-Notice to the party who originally requested the removal of the Allegedly Infringing Material and we will reinstate the Allegedly Infringing Material, unless that party obtains a court order supporting removal of the Allegedly Infringing Material. We reserve the right to ignore a Counter-Notice that is not in compliance with the DMCA
Your Counter-Notice must:
1. Describe and list all material(s) that were removed by SPW and the location at which the material(s) appeared before it/they was/were removed. Please provide the specific profile or other unique identifying information so that we may have reasonably sufficient information to identify the item(s). The information provided should be as detailed as possible; 2. Provide your name, address, telephone number and email address (if available); 3. State that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located (or San Francisco County, California if your address is outside of the United States); 4. State that you will accept service of process from the person (or an agent of such person) who provided the DMCA Notice to us. 5. Include the following statement: "I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled." 6. The Counter-Notice must be signed. 7. The Counter-Notice must be sent to our designated DMCA designated agent at the following address:
Luis Prestamo DMCA Designated Agent Save the Planet and Win, LLC. 1169 Howard, Suite 203 San Francisco, CA 94103 Tel: (415) 252 7093 Or fax to: (415) 252 7093 (on the cover sheet, please write: Attention: DMCA COUNTER-NOTICE).
15. General Use of the Site.
You have a nonexclusive, limited, revocable license to use the PlanetUp Site while you are in compliance with this Agreement. You agree to abide by certain rules of conduct and other rules prohibiting illegal and other practices that SPW deems harmful. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates any of these terms, including without limitation, removing the offending communication from the Site and terminating the Membership of such violators.
You agree that you shall not:
* Take any action or upload, post, e-mail or otherwise transmit Content that infringes or violates any third party rights; * Impersonate any person or entity without their consent, including, but not limited to, a SPW employee, or falsely state or otherwise misrepresent your affiliation with a person or entity; * Make unauthorized use of any SPW trademarks or service marks; * Take any action or upload, post, e-mail or otherwise transmit Content that violates any law or regulation; * Take any action or upload, post, e-mail or otherwise transmit Content as determined by SPW, in its sole discretion, that causes tort, is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; * Take any actions or upload, post, e-mail or otherwise transmit Content that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; * Take any action or upload, post, email or otherwise transmit any Content that would violate any right or duty under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); * Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that SPW considers in its sole discretion to be of such nature; * Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; * Attempt to gain access to any other Member's account or password; or * "Stalk," abuse or attempt to abuse, or otherwise harass another User. Any violation by you of the terms of the foregoing sentence may result in immediate and permanent suspension or cancellation of your Membership.
You agree that SPW may take whatever steps it deems necessary to abridge, or prevent behavior of any sort on the Site in its sole discretion, without notice to you, including but not limited to termination of Your account.
16. Dealing With Other Members; Limitation of Liability
SPW is a service provider, which means, among other things, that we do not control each and every aspect of the Site. You acknowledge that SPW is a service provider that may offer Users opportunities to interact online regarding topics and content chosen by other Users. Generally, we do not regulate Users' interactions with the Site or communications with each other. As a result, we have limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Site. You are solely responsible for your interactions with other Users.
As a condition of access to our Site, you release SPW (and SPW's shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Users of the Site.
You have the option to block Members and to report violations of this Agreement by using the reporting features on the Site ("Reporting Features"). However, you further understand and agree that: (a) SPW will have the right but not the obligation to take action in connection with any specific report received through the Reporting Features; (b) SPW will have the right but not the obligation to resolve disputes between Users relating to the Site, and SPW's resolution of any particular dispute does not create an obligation to resolve any other dispute; (c) to the extent SPW elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Site and will not make judgments regarding legal issues or claims; (d) SPW's resolution of such disputes will be final with respect to the Site but will have no bearing on any real-world legal disputes in which Users of the Site may become involved; (e) SPW reserves the right to take action against any User who abuses the Reporting Features, such as using the Reporting Features to harass or retaliate against another User who has reported you for misconduct, and such action may range from a private warning to termination of Membership, at SPW's sole discretion; and (f) you hereby release SPW (and SPW's shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with SPW's resolution of disputes relating to the Site.
17. Membership Termination.
This Agreement shall remain in full force and effect while you use the PlanetUp Site or are a Member. You may terminate your Membership at any time, for any reason, by contacting us at info@planetup.com. SPW may terminate your Membership at any time without warning. Even after Membership is terminated, this Agreement will remain in effect, including Sections 4, 9, 10, 11, 13, 14, 16, 17, 18. In the event you terminate your membership, your outstanding Points will, upon your request, be redeemed as carbon offsets, not cash. In the event that SPW terminates your membership for any violation of this Agreement, you forfeit any and all rights to any and all Points that you have accumulated.
18. Transfer of Membership and Assignment.
A single Membership may be used by a single legal entity (such as an individual, a band whose legal entity is a partnership, or a corporation) at SPW's sole discretion and subject to SPW's requirements. You may not assign or transfer your Membership, this Agreement or any or all of your rights hereunder and any attempt to do so is void.
All or any of SPW's rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Site in a merger, acquisition or sale of all or substantially all of SPW's assets.
19. Disputes.
In the event a dispute arises between you and SPW, we want to provide you with an efficient, neutral and cost-effective means of resolving the dispute. To this end, you and SPW agree to resolve any claim or controversy at law or in equity that arises from or relates to this Agreement or our Site (a "Claim") in accordance with one of the subsections below.
19.1. Governing Law.
This Agreement and the relationship between you and SPW shall be governed in all respects by the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.
19.2 Forum for Disputes
You and SPW agree to submit to the exclusive jurisdiction and venue of the courts located in the County of San Francisco, California except as provided in Subsection 17.3 below regarding optional arbitration. Notwithstanding this provision, you agree that SPW shall still be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction.
19.3 Optional Arbitration
For any Claim, excluding Claims for injunctive or other equitable relief, where the total amount of the award sought is less than ten thousand U.S. Dollars ($10,000.00 USD), the party requesting relief may elect to resolve the Claim in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
19.4 Improperly Filed Claims
All Claims you bring against SPW must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to this Dispute Resolution Section, SPW may recover attorneys' fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that SPW has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.
20. Releases, Disclaimer of Warranty, Further Limitations of Liability, Indemnity.
20.1. No Liability for Accumulated Content
When using the Site, you may accumulate Content that resides as data on SPW's servers. THESE DATA, AND ANY OTHER DATA, MEMBERSHIP HISTORY AND USER NAMES RESIDING ON SPW'S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN SPW'S SOLE DISCRETION.
YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER RIGHTS YOU MAY HAVE WITH RESPECT TO CONTENT YOU UPLOAD AND/OR CREATE USING THE PLANETUP SITE, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH CONTENT OR OTHER DATA BY YOU OR ANY THIRD PARTY, SPW DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON SPW'S SERVERS.
YOU UNDERSTAND AND AGREE THAT SPW HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY CONTENT (INCLUDING YOUR CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND.
20.2 The PlanetUp Site Is Provided "As Is"
SPW PROVIDES THE SITE, YOUR MEMBERSHIP AND ALL OTHER SERVICES STRICTLY ON AN "AS IS" BASIS, PROVIDED AT YOUR OWN RISK, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Without limiting the foregoing, SPW does not ensure continuous, error-free, secure or virus-free operation of the Site or your Membership, and you understand that you shall not be entitled to refunds for fees paid (if any) based on SPW's failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you.
20.3 Further Limitations of Liability
IN NO EVENT SHALL SPW OR ANY OF ITS SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES OR DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING ITS MODIFICATION OR TERMINATION), YOUR MEMBERSHIP (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT SPW MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL SPW'S CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIFTY DOLLARS (U.S. $50.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is impermissible, such limitation may not apply to you. You agree that SPW cannot be held responsible or liable for anything that occurs or results from using the Site.
20.4 Your Indemnification of SPW
At SPW's request, you agree to defend, indemnify and hold harmless SPW, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, Content Providers, and other Users of the Site, from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from any breach of this Agreement by you, or from your use of the Site. You agree to defend, indemnify and hold harmless SPW, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (a) any action or inaction by you in connection with the deletion, alteration, transfer or other loss of Content, status or other data held in connection with your Membership, and (b) any claims by third parties that your activity or Content in the Site infringes upon, violates or misappropriates any of their intellectual property or proprietary rights.
21. Links To Third Party Sites.
This Site may contain links to third party websites ("Linked Sites"). The Linked Sites are not under the control of SPW and SPW is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. SPW is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the company of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites.
Any dealings with third parties associated with this Site and/or participation in promotions, activities, events of third parties, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. SPW shall not be responsible or liable for any part of any such dealings. 22. General Provisions.
This Agreement is accepted upon your use of the PlanetUp Site and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and SPW regarding the use of the PlanetUp Site.
The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is deemed unlawful, void or unenforceable by a court of competent jurisdiction, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
The PlanetUp Site is controlled and operated by SPW from its offices within the State of California, United States of America. We make no representation that any aspect of the Site or our Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Site from other locations are responsible for compliance with applicable local laws. Any software available in connection with our Site (the "Software") is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Software and its use. Downloading or using the Software is at your sole risk.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches.
No consent or waiver by SPW under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of SPW. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of SPW shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of SPW.
SPW may give notice to you by means of a general notice on our Site, at or after log-in to your Member Account, by electronic mail to your e-mail address in our records for your Membership, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Membership. All notices given by you or required under this Agreement shall be faxed to Save The Planet And Win, Inc. Legal Department, Attn: Dispute Resolution, at: (415 252 7093); or mailed to us at: Save The Planet And Win, Inc. Legal Department, Attn: Dispute Resolution, 1169 Howard, Suite 203, San Francisco, California, 94103.
