The following describes the terms on which WALKIN’ BILLBOARDS, LLC and www.terminus.com (collectively, "we", "our", "us") offers users (“you” or “user”) access to services provided by us and/or third parties (collectively, the “Services”).1. Introduction
Welcome to www.terminus.com — a website owned and operated by WALKIN’ BILLBOARDS, LLC. By using www.terminus.com and WALKIN’ BILLBOARDS, LLC’s related websites, Services, and tools (collectively, the “Website”), you agree to the following terms with WALKIN’ BILLBOARDS, LLC. This Agreement is effective on June 28, 2009, for ALL users.2. Scope
We respect other people's rights, and expect you to do the same. While using the Website, you will not:
- post content or items in an inappropriate category or areas on our Website;
- violate any laws, third party rights or our policies;
- will not post anyone's identification documents or sensitive financial information on the Website;
- use our sites services or tools if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using our sites, services or tools;
- fail to deliver payment for items purchased by you, unless a clear typographical error is made;
- post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
- distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm WALKIN’ BILLBOARDS, LLC, or the interests or property of other users;
- export or re-export any WALKIN’ BILLBOARDS, LLC tools except in compliance with the export control laws of any relevant jurisdictions;
- copy, modify or distribute rights or content from the WALKIN’ BILLBOARDS, LLC’s sites, service or tools or WALKIN’ BILLBOARDS, LLC’s copyrights and trademarks; or harvest or otherwise collect information about users, including email addresses, without their consent.
You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the WALKIN’ BILLBOARDS, LLC’s Website or 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 Website or Service. You understand that we may remove any content you post on the Website if we believe that it violates this User Agreement. You understand that WALKIN’ BILLBOARDS, LLC does not control, and is not responsible for Content made available through the Website or Service, and that by using the Website or Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the Website and Content available through the Service may contain links to other websites, which are completely independent of WALKIN’ BILLBOARDS, LLC. WALKIN’ BILLBOARDS, LLC 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 webites 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 WALKIN’ BILLBOARDS, LLC 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 WALKIN’ BILLBOARDS, LLC does not pre–screen or approve Content, but that WALKIN’ BILLBOARDS, LLC 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 User Agreement or for any other reason.5. Sharing Your Content and Information
You own all of the content and information you post on the Website, and you can control how we share your content through your profile settings. In order for us to use certain types of content and provide you with the Website, you agree to the following:
For content that is covered by intellectual property rights, like photos and videos ("IP content"), you specifically give us the following permission, subject to your profile settings: you grant us a non–exclusive, transferable, sub–licensable, royalty–free, worldwide license to use any IP content that you post on or in connection with the Website ("IP License"). This IP License ends when you delete your IP content or your account (except to the extent your content has been shared with others, and they have not deleted it).
When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).6. Third Party Content, Sites, and Services
The WALKIN’ BILLBOARDS, LLC Website and Content available through the Service may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of WALKIN’ BILLBOARDS, LLC’s Website or Service, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that WALKIN’ BILLBOARDS, LLC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that WALKIN’ BILLBOARDS, LLC is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release WALKIN’ BILLBOARDS, LLC, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."7. Limitation of Liability
You agree not to hold WALKIN’ BILLBOARDS, LLC (and our officers, directors, agents, subsidiaries, joint ventures and employees) responsible for any content, actions or inactions, or items listed by sellers or other users. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WALKIN’ BILLBOARDS, LLC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY ASPECT OF YOUR USE OR MISUSE OF THE WEBSITE OR THE SERVICE, FROM INABILITY TO USE THE WEBSITE OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE WEBSITE OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR THE SERVICE OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR THE SERVICE OR ANY LINKS ON THE WEBSITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAWARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF ANY OR ALL OF THE SERVICES INVOLVING THE WEBSITE.
The Website is a venue to allow users to buy certain items by various vendors who are separate and independent of WALKIN’ BILLBOARDS, LLC. WALKIN’ BILLBOARDS, LLC is not involved in the actual transaction between buyers and sellers. We have no control over and do not guarantee the quality, services, safety or legality of items advertised, the truth or accuracy of users’ content or listings, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction or return an item.
We do not transfer legal ownership of items from the seller to the buyer, and nothing in this agreement shall modify the governing provisions of Georgia Commercial Code § 11–2–401(2) and Uniform Commercial Code § 2–401(2), unless the buyer and the seller agree otherwise. Further, we cannot guarantee continuous or secure access to the Website, and operation of our Website may be interfered with by numerous factors outside of our control.
We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use the Website.
TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF COMPANY FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE WEBSITE, THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO YOUR DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250). THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE WEBSITE OR ANY OTHER PART OF THE SERVICES, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE WEBSITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.8. Warranty Disclaimer
YOU AGREE THAT USE OF ACCESS AND USE THIS WEBSITE AND ANY OF THE SERVICES OFFERED ON THIS WEBSITE IS ENTIRELY AT YOUR SOLE RISK. THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON–INFRINGEMENT OR NON–MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. COMPANY DOES NOT WARRANT THAT THE WEBSITE AND ANY SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR–FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. WALKIN’ BILLBOARDS, LLC DOES NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE IS APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING IT FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED. TO THE FULLEST EXTENT PERMITTED BY LAW, WALKIN’ BILLBOARDS, LLC DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, WALKIN’ BILLBOARDS, LLC DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE WEBSITE OR THE SERVICE. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.9. Release
If you have a dispute with one or more users or venders, you release WALKIN’ BILLBOARDS, LLC (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
IF YOU ARE A California resident, you HEREBY WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."10. Indemnity
You agree to indemnify and hold WALKIN’ BILLBOARDS, LLC, its officers, subsidiaries, joint ventures, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from (and our officers, directors, agents, subsidiaries, joint ventures and employees) harmless, and, at WALKIN’ BILLBOARDS, LLC’s request, to defend WALKIN’ BILLBOARDS, LLC (and our officers, directors, agents, subsidiaries, joint ventures and employees) from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys’ fees, to the extent that such action is based upon, arises out of, or relates to: (i) your use of (or inability to use) the WebisteWebsite or Services; (ii) your violation of the terms and conditions of this User Agreement; (iii) the infringement by you, or any other person using your password and account, of any right of any person or entity; (iv) your violation of any law or the rights of a third party; or (v) content you submit, post or make available through the Website or Service; or (vi) any other activities of yours accomplished using the Website or Services. This indemnity shall be in addition to and not limited by any other indemnity.11. No Agency
No agency, partnership, joint venture, employee–employer or franchiser–franchisee relationship is intended or created by this Agreement.12. Resolution of Disputes
If a dispute arises between you and WALKIN’ BILLBOARDS, LLC, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and WALKIN’ BILLBOARDS, LLC agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or the Services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by contacting email@example.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
- Law and Forum for Disputes – This Agreement shall be governed in all respects by the laws of the State of Georgia as they apply to agreements entered into and to be performed entirely within Georgia between Georgia residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against WALKIN’ BILLBOARDS, LLC must be resolved exclusively by a state or federal court located in Atlanta, Georgia, USA, except as otherwise agreed by the parties or as described in the paragraphs below. You agree to submit to the personal jurisdiction of the courts located within Cobb County, Georgia for the purpose of litigating all such claims or disputes.
- Arbitration Option – For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non–appearance–based arbitration. In the event a party elects arbitration, they shall initiate such arbitration 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 by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; 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.
- Binding Arbitration – If a dispute arises out of or relates to this User Agreement or its breach (with the exception of rights to injunctive relief with respect to Intellectual Property Rights and obligations with respect to confidentiality), and the parties have not been successful in resolving the dispute through direct negotiation, then (i) the dispute shall be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, (ii) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, (iii) the location of the arbitration shall be Atlanta, Georgia, USA, and (iv) the parties shall have the right to take discovery of the other party by any method allowed by the Federal Rules of Civil Procedure. The arbitrator(s) shall each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof. The arbitrator(s) may upon request exclude from in the arbitration proceeding any evidence not made available to the other party pursuant to a proper discovery request. The arbitrator(s) shall issue a reasoned award. The cost of the arbitration shall be borne equally by the parties pending the award. Upon the decision of the arbitrator(s), the prevailing party shall be entitled to receive from the other party its reasonable attorneys' fees and costs. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration shall hold in confidence the existence, content and outcome of the arbitration.
- Improperly Filed Claims – All claims you bring against WALKIN’ BILLBOARDS, LLC must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, WALKIN’ BILLBOARDS, LLC may recover its attorneys' fees and costs up to $1000, provided that WALKIN’ BILLBOARDS, LLC has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.