Terms of Use
This Terms of Use ("Agreement") is a legally binding agreement made by and between Frucle, Inc. ("FRUCLE") and you, personally and, if applicable, on behalf of the entity for whom you are using this web site (collectively, "you"). Frucle provides a collection of online resources, including meeting new people, blogs, and various communication services, (referred to hereafter as "the Service") subject to the following Terms of Use ("TOU").
This Agreement governs your use of the frucle.com web site (the "Site") and the services offered by FRUCLE on the Site (the "Services"), so please read it carefully.
BY CLICKING THE "SIGN UP" BUTTON OR ACCESSING OR USING ANY PART OF THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND THE TERMS AND CONDITIONS REFERENCED HEREIN, WHETHER OR NOT YOU REGISTERED AS A MEMBER. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE WEB SITE.INTERNET TECHNOLOGY AND THE APPLICABLE LAWS, RULES, AND REGULATIONS CHANGE FREQUENTLY. ACCORDINGLY, FRUCLE RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY TIME. YOUR CONTINUED USE OF THE SITE AND SERVICES CONSTITUTES ASSENT TO ANY NEW PROVISION OF THIS AGREEMENT THAT MAY BE POSTED ON THE WEB SITE.
You must be at least eighteen (18) years of age to register with the Site or use the Site. By using the Site, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
This Agreement will remain in full force and effect while you use the Site and/or are registered with the Site.
Frucle reserves the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes. You can find the most recent version of the TOU at: http://www.frucle.com/corp/termsOfUse.php.
Each party represents and warrants to the other party: (i) that it has the full power and authority to enter into and perform its obligations under this Agreement; (ii) the assent to and performance by it of its obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations or rules; and (iii) this Agreement contains legal, valid and binding obligations of the parties executing or assenting to this Agreement, enforceable in accordance with its terms and conditions.
You represent and warrant to FRUCLE that: (i) you will not infringe the patent, copyright, trademark, trade secret, right of publicity or other right of any third party in your use of the Site and (ii) you will comply with all applicable laws, rules and regulations in your use of the Site.
In your use of the Site, you may not: (i) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party; (ii) disrupt or interfere with the security or use of the Site or any web sites linked to the Site; (iii) interfere with or damage the Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (iv) attempt to use another's user name or password, impersonate another person or entity, misrepresent your affiliation with a person or entity, including without limitation FRUCLE, or use a false identity; (v) attempt to obtain unauthorized access to the Site or portions of the Site that are restricted from general access; (vi) engage, directly or indirectly, in transmission of "spam," chain letters, junk mail or any other type of unsolicited solicitation; (vii) collect, manually or through an automatic process, information about other users without their express consent or other information relating to the Site; (viii) submit false or misleading information to FRUCLE; (ix) engage in any activity that interferes with any third party's ability to use or enjoy the Site; or (x) assist any third party in engaging in any activity prohibited by this Agreement.
You agree to the terms of FRUCLE's Privacy Policy, which is incorporated by reference into this Agreement.
All materials on the Site, including without limitation, the FRUCLE logo, design, text, graphics, other files, and the selection and arrangement thereof are either owned by FRUCLE or are the property of FRUCLE's suppliers or licensors. You may not use such materials without permission.
FRUCLETM and the FRUCLE logoTM are trademarks owned by FRUCLE. Page headers, custom graphics, button icons and scripts are trademarks or trade dress of FRUCLE. You may not use any of these trademarks, trade dress, or trade names without express permission of FRUCLE. FRUCLE will retain ownership of its intellectual property rights and you may not obtain any rights therein by virtue of this Agreement or otherwise.
You will have no right to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit or sublicense from materials or content available on the Site. You may not use any third-party intellectual property without the express written permission of the applicable third party, except as permitted by law.
You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for each individual item ("Item") of Content that you post, email or otherwise make available via the Service. You understand that Frucle does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the Frucle site and Content available through the Service may contain links to other websites, which are completely independent of Frucle. Frucle makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will Frucle be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that Frucle does not pre-screen or approve Content, but that Frucle shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the TOU or for any other reason.
You may obtain information that is confidential and proprietary to FRUCLE. Such information ("Confidential Information") may include, without limitation, consumer information, product information, marketing information, and confidential communications from FRUCLE. You shall keep all Confidential Information confidential and not disclose it to any third party. Further, you shall not use the Confidential Information for any purposes.
You agree to hold FRUCLE and its employees, representatives, agents, attorneys, affiliates, directors, employees, officers, managers and shareholders (the "Indemnified Parties") harmless from any damage, loss, cost or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought or asserted against any of the Indemnified Parties: (i) alleging facts or circumstances that would constitute a breach of any provision of this Agreement by you or (ii) arising from, related to, or connected with your use of the Site. If you are obligated to provide indemnification pursuant to this provision, FRUCLE may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise or in any other manner dispose of any Claim without the consent of FRUCLE.
FRUCLE PROVIDES THE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. FRUCLE DOES NOT REPRESENT OR WARRANT THAT THE SITE, ITS USE, OR ANY INFORMATION THEREFROM: (I) WILL BE UNINTERRUPTED, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE.
FRUCLE DOES NOT SCREEN ITS MEMBERS, CONDUCT BACKGROUND CHECKS ON ITS MEMBERS, OR CONFIRM THE ACCURACY OF THE STATEMENTS OF ITS MEMBERS. FRUCLE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDUCT OF MEMBERS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER FRUCLE MEMBERS.
FRUCLE MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.
FRUCLE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SITE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SITE EXCEED $100. Replace this limitation of liability with the limitation clause below:
FRUCLE will not be liable for failing to perform under this Agreement by the occurrence of any event beyond its reasonable control, including, without limitation, a labor disturbance, an Internet outage or interruption of service, a communications outage, failure by a service provider to FRUCLE to perform, fire, terrorism, natural disaster or war.
These Terms shall be governed by the law of the State of Nevada, without regard to conflict of laws, rules and principles, except where preempted by, or in conflict with federal law. The parties consent to exclusive jurisdiction in the state or federal courts located in Clark County, Nevada. Notwithstanding anything in this section to the contrary, temporary restraining orders, injunctions or other pre-judgment remedies, as well as enforcement of orders or judgments, may be sought from any U.S. court.
All disputes arising out of or relating to this Agreement (including its formation, performance or alleged breach) or your use of the Site will be exclusively resolved under confidential binding arbitration held in Las Vegas, NEVADA before and in accordance with the Rules of the American Arbitration Association. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, FRUCLE will have the right to seek injunctive or other equitable relief in state or federal court located in Las Vegas, NEVADA to enforce this Agreement or prevent an infringement of a third party's rights. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.
By entering into this Agreement, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claims arising out of, relating to, or connected with this Agreement must be asserted individually.
FRUCLE may, in its sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of the Site, temporarily or permanently, at any time without notice to you, and FRUCLE will not be liable for doing so. Without limiting the foregoing, and notwithstanding anything contained in this Agreement, FRUCLE will have the right from time to time to change the amount of the fees or institute new fees relating to the Site. Further, FRUCLE may impose limits on the amount of storage space for members, or delete materials: (i) stored for an excessive period of time; (ii) that are out-of-date; or (iii) relating to an inactive member account.
FRUCLE will have the right to terminate your account or your access to the Web Site if it reasonably believes you have breached any of the terms and conditions of this Agreement or FRUCLE discontinues the Site.
If your account is terminated, FRUCLE may delete any web sites, files, graphics or other content or materials relating to your use of the Site on FRUCLE's servers or otherwise in its possession and FRUCLE will have no liability to you or any third party for doing so. Following termination, you will not be permitted to use the Site. If your account or your access to the Site is terminated, FRUCLE reserves the right to exercise whatever means it deems necessary to prevent unauthorized access to the Site, including, but not limited to, technological barriers, IP mapping, and direct contact with your Internet Service Provider.
This Agreement will survive indefinitely unless and until FRUCLE chooses to terminate it, regardless of whether any account you open is terminated by you or FRUCLE or if you have the right to access or use the Site.
This Agreement contains the entire understanding between you and FRUCLE regarding the use of the Site, and supersedes all prior and contemporaneous agreements and understandings between you and FRUCLE regarding the use of the Site.
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to FRUCLE, you must use the address shown on the Site. If FRUCLE provides notice to you, it will use the contact information provided by you to FRUCLE. All notices will be deemed received and effective as follows: (i) if by hand-delivery, on the date of delivery, (ii) if by delivery by U.S. mail, on the date of receipt appearing on a return receipt card, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated. Each party agrees that any notice that it receives from the other party electronically satisfies any legal requirement that such communications be in writing.
© Copyright 2010 Frucle, Inc.
