Terms of Service - Better Way Gourmet
Intent to Market
While it is acceptable to promote a business by means of member profiles, blogs, forums,
videos, and the like, it is not acceptable to create a member profile with the sole intent to
advertise a product or service. Better Way Gourmet reserves the right to not approve the
postings of members that are submitted with the sole intent to market, or remove and/or
ban from the network anyone who appears to be engaged in networking with the sole
intent to market. Better Way Gourmet will decide what is and resembles an intent to
market and will make the decision to include, exclude, or ban content, and / or members
at the sole discretion of BWG.
Profanity
Profanity or anything that resembles profanity, including but not limited to innuendo and
"mature content" will not be permitted anywhere on the site, and will be subject for
immediate removal. Any member who posts such content is subject to be removed and/or
banned from this site. Better Way Gourmet will decide what is and resembles profanity
and will make the decision to include, exclude, or ban content, and / or members at the
sole discretion of BWG.
Terms of Service - Ning
Thank you for using Ning, Inc. ("Ning", "we" or "us")! Ning provides a software platform
(the "Ning Platform") that enables you to create, join or browse Social Networks (as
defined below) built on the Ning Platform. We also provide a set of services that will
enhance your experience as a member of Social Networks on the Ning Platform.
These Terms of Service contain general terms that apply to you as a user of the Ning
Platform, along with additional terms that may apply to you as a Network Creator (as
defined below) if you decide to create your own Social Network. When using the Ning
Platform, you will also be subject to the Ning Privacy Policy and additional posted
guidelines, policies or rules applicable to specific services and features on the Ning
Platform, which may be posted by us from time to time (collectively, the "Guidelines"). All
of these Guidelines are part of this Agreement and are hereby incorporated by reference.
Additionally, if you are developing products using Ning's application programming
interfaces ("APIs"), or have otherwise signed up for a developer account (thereby
becoming a "Third Party Application Developer"), you will also be subject to the Ning
Application Developer Terms. If you are adding third party widgets and applications
("Third Party Applications") or adding custom code not provided by or endorsed by Ning
("Non-Ning Code") to your Social Networks or adding applications that may be developed
or contributed by Ning ("Ning Applications") to either your Social Network or a third party
web site, you will also be subject to the Ning Applications Terms. The Ning Application
Developer Terms and Ning Applications Terms are hereby incorporated by reference. We
strongly recommend that, as you read these Terms of Service, you also access and read
the linked information.
These Terms of Service, including any Guidelines and future modifications (collectively
the "Terms of Service" or "Agreement") govern your use of the Ning Platform and is a
legal contract between you and Ning.
By registering with us or using or browsing the Ning Platform, you acknowledge that you
have read, understood, and agree to be bound by this Agreement. If you do not agree to
these terms, you can stop using the Ning Platform at any time.
The Ning Platform is not directed to children younger than 13 and is offered only to users
13 years of age or older. If you are under 13 years old, please do not use the Ning
Platform. Any person who provides their personal information through the Ning Platform
represents to us that they are 13 years of age or older.
You represent that you are fully able and competent to enter into the terms, conditions,
obligations, representations and warranties set forth in these Terms of Service. If you are
using or creating a Social Network on the Ning Platform as a representative of a company
or legal entity, (i) you represent that you have the authority to enter into this Agreement
on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in
this Agreement refers to your company or legal entity.
1. Definitions
"Content" means (i) any work of authorship in a Social Network, including, comments,
recommendations, forums, photos, videos, music, sounds, images, text, files, listings,
logos, trademarks, postings, messages and tags added to or submitted with any of the
foregoing; or (ii) other materials posted on or transmitted through any Social Network or
the Ning Platform. "Your Content" is any Content that you submit to a Social Network or
the Ning Platform, either as a Ning Member, Network Member or Network Creator (all as
defined below). If you are a Network Creator, Your Content includes the name, logo,
trademark, brand features and other Content that you (and not the Network Members of
Your Network(s) make available). Content does not include Network Code or Platform
Code.
"Embeddable Widget" means any embeddable application provided and hosted by Ning
that allows for the viewing or playing of audio, photos, video, text and other material on
third party websites or services, including the Ning Network Badge, Ning Member Badge,
Photo Slideshow and Ning Videos.
"Initial Network Code" means the Network Code (as defined below) that is initially provided
by Ning that may be used and modified by you or other Members of the Ning Platform. For
clarity, Initial Network Code does not include Platform Code (as defined below).
"Derivative Network Code" means a derivative work of the Initial Network Code, created by
you through code access on the Ning Platform or otherwise.
"Members" means both Network Members and Ning Members.
"Networks" or "Social Networks" consist of Network Code and other Content and are web
applications running on top of the Ning Platform. Social Networks are created by Network
Creators and are provided for Network Members of that Social Network to interact and
connect with other Network Members. Social Network features may include Network
Member profiles, friends, invitations, discussion forums, photo sharing, video sharing,
music and podcast sharing, events, latest activity streams, RSS feeds, pages, ratings,
reviews, and recommendations, among others. If you are a Network Creator, "Your
Network" is a Social Network created and operated by you on the Ning Platform.
"Network Code" means the software code (i.e., HTML, Javascript, or PHP code) used to
provide the functionality for a Social Network that is interpreted by the Platform Code (as
defined below) and delivered to a User's computer through a web browser. Network Code
consists of Initial Network Code, and may also consist of Your Code (as defined below), as
applicable, but expressly excludes Platform Code.
"Network Creator" is a Ning Member who creates and operates one or more Social
Networks on the Ning Platform. A Network Creator is by definition a Network Member of
each of his or her Networks.
"Network Members" are Ning Members who have also registered with a particular Social
Network on the Ning Platform using their Ning ID. "Your Network Members" are Network
Members who have registered with Your Network.
"Network Member Data" means data provided by or collected from a Network Member by a
Network Creator for a particular Social Network, such as profile data, including certain
items of registration information (e.g. email addresses), answers to Social Network profile
questions, forum posts, and statistical information about Content contributed. Network
Member Data does not include the Ning ID or any Ning Member Data.
"Ning ID" is an account you create with Ning which includes a name, email address, date
of birth and password. When you register as a Network Member on one or more Social
Networks on the Ning Platform, you use the email address and password portion of your
Ning ID to authenticate with each such Social Network. Additionally, each Social Network
of which you become a Network Member will have access to your date of birth, email
address and name as stored in your Ning ID and this information will be pre-populated
into both Your Ning Profile (as defined below) and Your My Profile (as defined below)
upon sign-up.
"Ning Members" are Users who complete a registration process with Ning and obtain a
Ning ID. Ning Members may also (but are not required to) become Network Members.
"Ning Member Data" is data collected from Users by Ning, including the data collected for
the Ning ID and any data provided in Your Ning Profile (as defined below). Ning Member
Data does not include Network Member Data.
"Ning Member Services" are the services provided by Ning to Network Members. Ning
Member Services include, but aren't limited to: Network Member registration, Network
Member sign in and authentication, a message center, friends, contact management
(including the ability to import contacts from third-party email services), and a set of
Network membership management services, including a listing of the Social Networks to
which a particular Network Member belongs and management of friends across those
Social Networks. Ning Member Services do not include any services that Network Creators
provide to their Network Members.
"Ning Network Creator Services" are the services Ning provides to Network Creators. Ning
Network Creator Services include, but aren't limited to: a Network Creator's own Social
Network application and access to its Network Code; Network Member registration and
authentication services; Network Member account management; secure PHP sandbox for
development; Social Network management and security applications; internal and external
APIs; Javascript-compatible markup APIs; URL command line APIs for auto-generation of
pages; a semi-structured content store; and Social Network display, management, and
search services. Certain basic Ning Network Creator Services are provided free of charge
when you create a Social Network on the Ning Platform.
"Ning Profile" means information that, if you are a Ning Member, you have provided to
Ning that is aggregated by Ning into a master profile. Your Ning Profile is separate from
any profile that you create on a particular Social Network ("My Profile") and enables you
to keep track of friends and messages across all Social Networks. "Your Ning Profile" is a
Ning Profile created by you on the Ning Platform.
"Ning Technology" means the past, present and future content of the Ning Platform,
including all software in any format (including the Platform Code and the Initial Network
Code), Embeddable Widgets, hardware, products, processes, algorithms, user interfaces,
know-how, techniques, organization, designs, text, images, photographs, illustrations,
audio or video material, artwork, graphic material, podcasts, advertising copy, databases,
proprietary information, all copyrightable or otherwise legally protectible elements of the
Ning Platform and all other tangible or intangible materials related to, displayed,
performed or distributed on the Ning Platform and the Ning Platform itself, including, the
selection, sequence, and "look and feel" and arrangement of items on the Ning Platform,
and all Ning Marks (as defined below), domain names, patents, and other intellectual
property. Ning Technology does not include Your Content or Your Code.
"Third Party Software" means software that is licensed to you by third parties, including
software that is subject to so-called "open source" licenses, which means any software
licenses approved as open source licenses by the Open Source Initiative or any
substantially similar licenses, including any license that, as a condition of distribution of
the software licensed under such license, requires that the distributor make the software
available in source code format, and including the GNU General Public License.
"Platform Code" means the proprietary portion of the Ning Platform that is used to
interpret the Network Code and other services available on the Ning Platform.
"Premium Services" are services provided by Ning to Network Creators for a fee.
"Your Code" means any script, code, or other computer software uploaded by you to the
Ning Platform, including any Derivative Network Code.
"Users" are all end users of the Ning Platform, and include you, any unregistered users,
all Ning Members, all Network Members, all Network Creators and all Third Party
Application Developers.
2. Benefits of Creating Your Own Social Network
The Ning Platform is designed to give Network Creators and Network Members the
freedom to create and control their own Social Networks. Creating Social Networks on the
Ning Platform is free. A Social Network initially comes with 10GB of storage and 100GB of
bandwidth; although such storage and bandwidth limits may be changed from time to time.
We also make available the Initial Network Code for a Network under the Apache 2.0
license, subject to third party licenses as further stated below in "Third Party License
Requirements". Subject to this Agreement, as a Network Creator, you control your Social
Network and own all of Your Code and Your Content. Ning does not claim any ownership
rights in Your Code or any of Your Content. There are two types of data provided by or
collected from Network Members – Network Member Data and Ning Member Data. Network
Creators and their designated administrators have access to both the Network Member
Data uploaded or collected on their Social Network(s) and the Ning Member Data.
3. Premium Services and Payment
Premium Services
There are two primary ways that we support the Ning Platform: through advertising and
Premium Services. As a Network Creator, you can purchase one or more Premium
Services from us. The categories and prices of our Premium Services are described here
and are subject to change from time to time ("Premium Services Policies"). Ning may
choose to temporarily change the fees for the Premium Services for promotional or new
services, and such changes are immediately effective when Ning posts the temporary
promotional event or new service on the Ning Platform. Any changes to fees for Premium
Services that are not temporary or promotional will be effective thirty (30) days after we
provide you with notice by posting such changes on the Ning Platform. The changes shall
only apply prospectively to the Premium Services you've purchased. Unless otherwise
stated, all fees are quoted in U.S. Dollars.
Payment Generally
You are responsible for paying all fees and applicable taxes associated with the Premium
Services in a timely manner with a valid payment method. You authorize Ning to charge
your credit card, charge card, debit card, PayPal, or financial institution account (herein
"Payment Method") for all charges to your accounts with Ning. Your Payment Method will
be charged the current fee for the Premium Service you choose on the date that you click
on the "Purchase" button in the ordering process. Today, we only offer recurring
payments. You agree that Ning may automatically charge the fee to your Payment Method
at the beginning of each recurring period. For example, if you choose a Premium Service
with a monthly plan, you will be billed every month on the anniversary date of the date you
clicked the "Purchase" button. Additionally, we may offer a pre-pay payment option for
payment of Premium Services ("Pre-Payment Plan"). If you opt for Pre-Payment plan, your
Payment Method will be charged the then-current fee for that Premium Service at the
commencement of each renewal period.
You acknowledge and agree that any credit card and related billing and payment
information that you provide to Ning may be shared by Ning with companies who work on
Ning's behalf, such as payment processors and/or credit agencies, solely for the purpose
of checking credit, effecting payment to Ning and servicing your account. The terms of
your payment will be based on your chosen Payment Method and may be determined by
agreements between you and the financial institution providing such Payment Method.
You agree to pay Ning all charges incurred under your account for any Premium Service
in which you or anyone else who uses your account (including children, family and
friends) enroll in accordance with this Agreement and any applicable Premium Services
policies. If your Payment Method fails or your account is past due, (a) you agree to pay all
amounts due on your account upon demand, (b) Ning may collect fees owed using other
collection mechanisms (this includes charging other payment methods on file with us) and
(c) Ning reserves the right to either suspend or terminate your Premium Services or your
account with Ning, including deletion of your Social Network from the Ning Platform.
Except as may be set forth in applicable Premium Service Policies or Section 27
(Termination), any fees charged to your account are non-refundable. You agree to submit
any disputes regarding any charge to Your account in writing to Ning within sixty (60) days
of such charge, otherwise such dispute will be waived and such charge will be final and
not subject to challenge. Refunds (if any) made pursuant to such dispute, are at the
discretion of Ning.
Taxes
You are responsible for paying any governmental taxes imposed on your use of the Ning
Platform, including, but not limited to, sales, use, or value added taxes. If requested, you
will promptly furnish to Ning the applicable receipts and/or certificates regarding such
remittances as soon as reasonably practicable. To the extent that Ning is obligated to
collect such taxes, the applicable tax will be added to your billing account.
4. Your Code and Licenses to Your Code
You own Your Code. Ning does not claim any ownership rights in Your Code. After posting
Your Code, you continue to have the right to use and license Your Code in any way you
choose (and you are responsible for protecting those rights as appropriate), subject to
any notice or license requirements set forth in the Apache License, Version 2.0 or as
otherwise described in the Third Party License Requirements section below for any
Derivative Network Code you create. You may upload Your Code to the Ning Platform, for
use in Your Network, provided Your Code complies with the terms of this Agreement. At
any point, you can take Your Code from Your Network and cancel your account and Ning
shall not retain any license rights, except as provided below.
You hereby grant Ning a non-exclusive, worldwide, perpetual, transferable, irrevocable,
sublicenseable, royalty-free right and license to access, use, reproduce, store, modify,
distribute, publicly display, publicly perform and create derivative works of Your Code (a)
for the purpose of operating and making Your Network available on the Ning Platform and
in all current and future media in which the Ning Platform may now or hereafter be
distributed or transmitted; or (b) for our internal business purposes. Additionally, you
hereby grant Ning a non-exclusive, world-wide, transferable, irrevocable, sublicenseable
royalty-free right and license to continue using, reproducing, archiving, caching, creating
derivative works, publicly displaying and performing in perpetuity, any of Your Code that is
incorporated into the Ning Platform, provided that Ning shall not use or distribute Your
Code on a stand alone basis. The foregoing license does not limit Ning's rights under any
third party or open source license in which Your Code is licensed.
You are responsible for making sure that you have all rights in Your Code you upload or
use and all rights that are necessary for you to grant the foregoing licenses to Your Code.
You are solely responsible for ensuring that Your Code is compatible with any Ning
Technology. Ning disclaims any liability or responsibility for any unauthorized use of Your
Code by third parties or Users of Your Network and is not responsible for protecting Your
Code.
5. Your Content and Licenses to Your Content
Ning does not claim any ownership rights in Your Content. After posting Your Content,
you continue to retain ownership of Your Content, and you continue to have the right to
use and license Your Content in any way you choose. The Content that you upload to any
Social Network needs to comply with the terms of this Agreement. At any point, you can
take Your Content from Your Network and cancel your account and Ning does not retain
any license rights except as provided below.
You hereby grant Ning, during the course of your usage of the Ning Platform, a
nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and
transferable right and license to (i) use, reproduce, create derivative works of, distribute,
publicly perform and publicly display Your Content (a) for the sole purpose of operating
and making Your Content available on the Ning Platform and in all current and future
media in which the Ning Platform may now or hereafter be distributed or transmitted or (b)
for our internal business purposes; and (ii) disclose metrics regarding Your Content on an
aggregated basis for advertising, marketing and business development purposes. If you
wish to grant Users or the general public additional licenses to Your Content, please
include the license terms with Your Content. Without limiting the foregoing, Ning reserves
the right to retain copies of Content for archival purposes after termination of the
Agreement.
You hereby agree that if Your Content is removed from any Social Network due to a
violation of these Terms, including in response to any valid DMCA (as defined below) take
down notice or because such Content contains illegal images, Ning shall have the right to
use, reproduce and exploit Your Content in any manner without restriction, including in
response to any subpoena or other judicial or administrative order, to assist government
enforcement agencies or otherwise required by law and to protect the rights, property or
safety of Ning, any individual, or the general public.
You are responsible for making sure that you have all rights in Your Content, including
the rights necessary for you to grant the foregoing licenses to Your Content. You are
solely responsible for Your Content. You understand that whether or not Your Content is
published or marked private by you, Ning does not guarantee any confidentiality or
privacy with respect to any of Your Content. You agree not to include any advertising in
any of Your Content unless you purchase the Premium Service to run your own
advertising on Your Network.
Additionally, you understand and agree that Your Content that is displayed on the Ning
Platform may continue to appear on the Ning Platform, even after you have terminated
your Ning Member or Network Member account or terminated these Terms of Service, as
portions of Your Content may have been incorporated into Member profiles, RSS feeds or
other features.
In addition to the rights, licenses and privileges referred to above, you agree that Ning, in
its sole discretion, may use and refer to your trademarks, service marks, trade names,
image, character, logos, domain names and other distinctive brand features or
identification in marketing materials, financial reports, presentations, website materials,
customer lists and other media now known or hereafter discovered in connection with the
marketing, advertising and promotion of the Ning Platform, and any products, goods,
features, capabilities and/or services associated with the Ning Platform.
As a Network Creator or Network Member you acknowledge that Ning and its designees
reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to
accept, post, display, or transmit any Content through or on any Network or the Ning
Platform 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.
If a Network is removed from the Ning Platform, the Content associated with that Network
may also be deleted at the discretion of the Network Creator or Ning. We encourage you
to be sure you are comfortable with this possibility before contributing Your Content to a
Network. You should be aware that Ning is not required and may not keep back-up copies
of Content (including Your Content) on the Ning Platform once the Network or Content is
deleted. Additionally, Ning makes no guarantee, either during or after the term of this
Agreement, that Your Content will be safely stored on the Ning Platform and you should
independently back-up Your Content.
6. Licenses From Ning
License to Initial Network Code
During and subject to the terms and conditions of this Agreement (including the Third
Party License Requirements below), Ning makes the Initial Network Code available under
the license requirements set forth in the Apache License, Version 2.0.
In addition, should you choose to cancel your account and take Your Network and Your
Code with you, you will continue to have a license (under the Apache License, Version
2.0, or as otherwise applicable as described in the Third Party License Requirements
section, below) to any Initial Network Code you were given access to by Ning prior to your
cancellation.
Third Party License Requirements
The Initial Network Code may be distributed with Third Party Software. You acknowledge
that certain components of the Initial Network Code may be covered by licenses governing
the use of Third Party Software. Please review the licenses contained in each file of the
Initial Network Code for the license terms of applicable Third Party Software licenses.
Copyrights to the Third Party Software are held by the copyright holders indicated in the
copyright notices in the corresponding files. To the extent required by the licenses
covering Third Party Software, the terms of such licenses will apply in lieu of the terms of
this Agreement. To the extent the terms of the licenses applicable to Third Party Software
prohibit any of the restrictions in this Agreement with respect to such Third Party
Software, such restrictions will not apply to such Third Party Software.
License to Ning Platform
During and subject to the terms and conditions of this Agreement, Ning hereby grants you
a limited, non-exclusive, non-sublicensable, freely revocable license to access and use
the Ning Platform solely to enable your use of the Ning Member Services and Ning
Network Creator Services.
You agree that all the intellectual property rights in the Ning Platform, which does not
include Your Content and Your Code, are owned by Ning.
License to Embeddable Widgets
During and subject to the terms and conditions of this Agreement, Ning hereby grants you
a limited, non-exclusive, non-sublicensable, freely revocable license to incorporate
Embeddable Widgets into other third party websites or your own personal websites. The
foregoing license shall terminate immediately upon expiration or termination of this
Agreement or removal of Your Social Network from the Ning Platform by Ning or you and
you agree to immediately stop using such Embeddable Widget.
License Restrictions
Except as expressly permitted under this Agreement, you agree not to, nor will you allow
any third party (whether or not for your benefit) to:
Run, rent, lease, loan, or sell access to the Ning Platform or the Ning Technology.
Decompile or reverse engineer or attempt to access the source code of the software
underlying the Ning Platform or Ning Technology.
Copy, archive, store, reproduce, rearrange, modify, download, upload, create derivate
works from, display, perform, publish, distribute, redistribute or disseminate any Ning
Technology.
Access the Ning Platform to build a product using similar ideas, features, functions,
interface or graphics of the Ning Platform.
Circumvent, disable or otherwise interfere with security related features of the
Embeddable Widget or features that prevent or restrict use or copying of any Content or
Third Party Content or enforce limitations on use of the Embeddable Widget or the
Content and Third Party Content therein.
Access the Ning Platform to upload Your Code or Your Content to cause a breach of
security to the Ning Platform or any Social Network or interfere with the proper working of
the Ning Platform or prevent others from using the Ning Platform.
7. Independent Development; Feedback
You agree that Ning may be independently developing software, content and other
products or services that may be similar to Your Code and Your Content and nothing in
the Agreement will be construed as restricting or preventing Ning from creating or fully
exploiting such software, content and other items, without any obligation to you.
You may from time to time elect, in your sole discretion, to provide suggestions,
comments, improvements, ideas, recommendations or other feedback or materials to us
related to the Ning Platform, Your Network or the Initial Network Code, including, on the
Ning blog, Network Creators Forum or on the Ning Open Social Directory ("Feedback"). If
you elect to provide us any such Feedback, you hereby assign all ownership in and to
such Feedback to us, and acknowledge that we will be entitled to use and implement any
such Feedback in any manner without restriction, and without any obligation of
confidentiality, attribution or compensation to you. To the extent the foregoing is deemed
ineffective, you also hereby grant Ning a nonexclusive, perpetual, irrevocable,
transferable, sublicensable, royalty free, fully paid up license to use and otherwise exploit
Feedback.
8. Ning Trademarks and Legal Notices
Ning trademarks, logos, images, service marks, trade names and other distinctive
branding features used on the Ning Platform "Ning Marks" are the trademarks of Ning and
may not be used without permission. Ning is not granting you a license under any
intellectual property right to the Ning Marks. Other trademarks, logos, and trade names
that may appear on the Ning Platform are the property of their respective owners.
If you are a Network Creator, Ning reserves the right to include within Your Network
applicable Ning copyright and trademark notices for the Ning Platform and links to the
Ning Terms of Service, Privacy Policy and other Guidelines. All notices and links will be
displayed consistently in such form and placement as determined by Ning.
9. Ning Ownership Rights
You agree that, as between you and Ning, Ning owns all right, title and interest, including,
all intellectual property rights, in and to the Ning Technology. Additionally, there are two
types of data provided by or collected from Network Members – Network Member Data
and Ning Member Data. If you are a Network Creator or an administrator designated by a
Network Creator ("Administrator"), you agree that, as between Ning and you, Ning owns all
right, title and interest, including, all intellectual property rights, in and to the Ning Member
Data. You shall not acquire any right, title or interest therein, except for the limited rights
expressly set forth in this Agreement. Any rights not expressly granted herein, are
reserved to Ning. You agree to abide by all copyright notices, information, or restrictions
contained in any part of the Ning Platform. You must not alter, delete, or conceal any
copyright, trademark, patent, or other notices contained on the Ning Platform, including
notices on any Ning Technology you download, transmit, display, print or reproduce from
or using the Ning Platform.
10. Support and Interaction for Network Creators
If you are a Network Creator, Ning provides documentation to assist you in creating and
enhancing Your Network(s). You are responsible for implementing and maintaining all
support for Your Network(s), including answering questions from Your Network Members.
This includes, if you've customized the Network Code yourself (including creating
Derivative Network Code) fixing bugs that Network Members might find and tell you about.
11. Advertising and Promotion for Network Creators
On free Social Networks, we have the exclusive right to sell, run and/or serve third-party
advertising on your Social Network. If you are a Network Creator, you agree not to include
any advertising for anything other than Your Network, including ads served via an ad-
server service like Google AdSense, in any Network, Network Code, or Content you
provide on Ning. If you pay the Premium Service fees to run your own ads, however, you
may include third-party advertisements or sponsorships on Your Network. If you run your
own ads, Ning will have the option, which we may exercise on notice to you, to offer and
display, in partnership with you, all or some of such advertisements on Your Network. Ning
may establish general policies and guidelines surrounding the running of your own ads
("Advertising Policies"). Any such Advertising Policies are part of this Agreement and are
subject to change from time to time.
YOU AGREE THAT NING WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR
DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR
DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH
ADVERTISERS ON YOUR NETWORK.
If you are a Network Creator, Ning reserves the right to include promotional links on Your
Network(s) at no cost to Ning, unless you pay the applicable Premium Service fees to
remove promotional links. Removal of promotional links does not include removal of
required Ning legal notices and links to Ning Terms of Service, Privacy Policy and
Guidelines or any statement indicating that Ning uses Ning ID for authentication upon sign
in by Your Network Members.
12. Third Party Content and Hyperlinks to Third Party Sites
Content from other Members or advertisers, including, information about third party
products and services and any Third Party Applications, is made available to you through
Networks ("Third Party Content") on the Ning Platform. The inclusion of Third Party
Content on the Ning Platform does not imply our affiliation or endorsement of such Third
Party Content. Because we do not control Third Party Content, you agree that we are not
responsible for any such Third Party Content, including the accuracy, integrity, quality,
legality, usefulness, safety or intellectual property rights of or relating to such Third Party
Content, it is the sole responsibility of the person from which such Third Party Content
originated, and Ning has no obligation to monitor such Third Party Content.
Notwithstanding the foregoing, Ning or its designees reserves the right, but shall have no
obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any
Third Party Content (including on any Social Network) in whole or part at any time for any
reason or no reason with or without notice and with no liability of any kind. You are solely
responsible (and assume all liability and risk) for determining whether or not such Third
Party Content is appropriate or acceptable to you. You understand that by using the Ning
Platform you may be exposed to Third Party Content that is offensive, indecent or
objectionable, and that you use the Ning Platform at your own risk.
Additionally, Ning or third parties may provide hyperlinks on Networks, or any other form
of link or redirection of your connection to other sites ("Third Party Sites"). These Third
Party Sites are in no way integrated into the Ning Platform and the inclusion of any link on
a Network does not imply Ning's affiliation or endorsement of the linked site, their business
practices (including their privacy policies) or any information therein. Ning expressly
disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability
of Third Party Sites linked to by or through the Ning Platform. ACCESS AND USE OF
THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND
SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS
SOLELY AT YOUR OWN RISK.
13. Representations and Warranties.
You hereby represent and warrant to Ning that: (a) you will comply with all applicable
local, state, national and international laws (including the CAN-SPAM Act of 2003), rules,
and regulations in connection with your use of the Ning Platform including your
promotional or other activities off the Ning Platform that relate to Your Network; (b) you
have the right to grant to Ning the rights granted herein and you own or have all
necessary rights, title and interest in and to Your Code and Your Content; (c) Your Code
and Your Content does not and will not (i) infringe, violate or misappropriate any third-
party right, including any copyright, trademark, patent, trade secret, moral rights, privacy
rights, rights of publicity, or any other intellectual property or proprietary right, or (ii)
slander, defame, libel, or invade the right of privacy, publicity or other property rights of
any person; and (d) none of Your Code, Your Content or Your Network contains any
viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs,
cancelbots, or other computer programming routines that may potentially damage or
interfere with the Ning Platform, or intercept or expropriate any system data or personal
information from the Ning Platform.
14. Acceptable Use and Conduct
You are solely responsible for your conduct, Your Networks, Your Code, and Your
Content on the Ning Platform. We want to keep the Social Networks on Ning safe and fun
for everyone and the use of the Ning Platform for unlawful or harmful activities is not
allowed. In defining "safe and fun," you specifically agree that:
You will not post, email or make available any Content to Users or use the Ning Platform:
In a manner that infringes, violates or misappropriates any third party's intellectual
property rights or other proprietary rights or contractual rights;
in a manner that contains software viruses or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment;
to engage in spamming, "chain letters," "pyramid schemes", advertisement of illegal or
controlled products or services, or other advertising or marketing activities that violate
these Terms of Service, any applicable laws, regulations or generally-accepted
advertising industry guidelines, including to other Users whether on or off the Ning
Platform in connection with Your Network;
in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes
illegal activities, including engaging in phishing or otherwise obtaining financial or other
personal information in a misleading manner or for fraudulent or misleading purposes;
in a manner that is libelous or defamatory, or in a way that is otherwise threatening,
abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of
another's privacy;
in a manner that is harmful to minors in any way;
in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality,
ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise
objectionable, as reasonably determined by Ning;
to impersonate a Ning employee, or any other person, or falsely state or otherwise
misrepresent your affiliation with any person or entity, or to obtain access to a Network or
the Ning Platform without authorization
to interfere or attempt to interfere with the proper working of the Ning Platform or prevent
others from using the Ning Platform, or in a manner that disrupts the normal flow of
dialogue with an excessive number of messages (flooding attack) to the Ning Platform, or
that otherwise negatively affects other persons' ability to use the Ning Platform;
to use any manual or automated means, including agents, robots, scripts, or spiders, to
access or manage any Network Creator's account or to monitor or copy the Ning Platform,
Initial Network Code or Platform Code or the content contained therein;
to facilitate the unlawful distribution of copyrighted content;
in a manner that includes personal or identifying information about another person without
that person's explicit consent;
in a manner that employs misleading email or IP addresses, or forged headers or
otherwise manipulated identifiers in order to disguise the origin of Content transmitted
through the Ning Platform or to Users; and
in a manner that constitutes or contains any form of advertising or solicitation if (1) posted
in Your Content; or (2) emailed to Users who have requested not to be contacted about
other services, products or commercial interests.
Additionally, you agree not to:
"Stalk" or otherwise harass anyone;
Collect, use or disclose data, including personal information, about other Users without
their consent or for unlawful purposes or in violation of applicable law or regulations;
Request, solicit or otherwise obtain access to usernames, passwords or other
authentication credentials from any Member of the Ning Platform, including Ning ID
passwords or any Master Key from a Network Creator, or to proxy authentication
credentials for any Member of the Ning Platform for the purposes of automating logins to
the Ning Platform;
Use any profanity or the description or name of any illegal activity in the name of Your
Network or the Network Subdomain (as defined below) for Your Network;
Post any Content containing child pornography to any Social Network. Ning absolutely
does not tolerate this and will report any suspected instances of child pornography,
including reporting any Ning Member Data, to law enforcement, including the National
Center for Missing and Exploited Children;
Use automated means, including spiders, robots, crawlers, data mining tools, or the like to
download data from Social Networks and the Ning Platform - except for Internet search
engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply
with our robots.txt file, or "well-behaved" web services/RSS/Atom clients. We reserve the
right to define what we mean by "well-behaved";
Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose
an unreasonable or disproportionately large load on Ning's infrastructure;
Attempt to gain unauthorized access to Ning's computer systems or engage in any activity
that disrupts, diminishes the quality of, interferes with the performance of, or impairs the
functionality of, the Ning Platform;
Take any action that may undermine the feedback or ratings systems (such as displaying,
importing or exporting feedback information off of the Ning Platform or for using it for
purposes unrelated to Ning); and
Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the
performance of, or impair the functionality of the Ning Platform.
You agree not to authorize or encourage any third party to use the Ning Platform or any
of your Networks (and Your Networks will not be designed) to facilitate any of the
foregoing prohibited conduct. You also agree to immediately notify Ning in the event of an
actual or threatened claim that you have violated any of the covenants and agreements
contained in this Agreement. Additionally, if you are a Network Creator, you also agree
not to post or permit posting of adult Content ("Adult Content") on your Network, unless
notice of such Adult Content is provided to Users first. Networks with Adult Content visible
to Users who are not Network Members of such Networks with Adult Content may be shut
down at Ning's sole discretion and without notice. Ning also reserves the right at its sole
discretion and option to institute additional requirements upon any Network Creator in
allowing access to Network Members of its Network where Adult Content is posted.
15. Ning Platform Policies
Ning may establish general polices and limits concerning use of the Ning Platform ("Ning
Platform Policies"), including (and without limitation) the maximum number of days that
Social Networks and uploaded Content will be retained, the maximum number of and size
of Content files and objects (including email messages), the maximum disk space allotted
to you or Your Network(s), the maximum number of times and duration for which you may
access the Ning Platform or Networks in a given period of time, the maximum bandwidth
used by Your Network(s) or Content, and the maximum CPU power used by Your
Networks or Content. The current Ning Platform Policies are part of this Agreement.
16. Ning's Relationship with Users
You acknowledge that Ning may terminate your account (which is separate from a Network
Creator's right to terminate your account), and remove your Ning ID, Content and Network
Member Data, as well as disable your access to any and all Social Networks and the Ning
Platform, in accordance with the terms of this Agreement. If you are a Network Member,
you acknowledge that nothing in any agreement (or related policies) you may be subject
to with any Network Creator or other party will alter, impair, supersede, amend or
otherwise affect in any way any terms of this Agreement, any Guidelines or Ning's Privacy
Policy.
17. Copyright Infringement/Digital Millennium Copyright Act Compliance
It is Ning's policy to respond to notices of alleged copyright infringement that comply with
the Digital Millennium Copyright Act ("DMCA"). For more information, please go to Ning's
DMCA Notification Guidelines. Ning may remove any allegedly infringing Network Code or
Content without any liability to you.
Ning will promptly terminate without notice any Member's (including, for clarity, Network
Member's or Network Creator's) access to the Ning Platform, including access to any
Social Network, in appropriate circumstances where the Member is a "repeat infringer" of
copyrights. Generally, Ning will consider a Member a repeat infringer if it has received
more than two third-party notices of alleged infringement concerning Content or Network
Code posted by that Member anywhere on the Ning Platform. Ning, however, reserves the
right to identify and terminate Members under any circumstances it deems appropriate,
including after only a single instance of allegedly infringing behavior by that Member.
Additionally, if a Network Creator continues to allow its Network Member's to post Content
that is subject to notices of alleged copyright infringement, the Network may (at Ning's
sole discretion) be disabled.
Additionally, if you are a Network Creator, you agree to: promptly (and in any event in no
more than 24 hours) address (including removing or disabling access to the allegedly
infringing content for valid DMCA take down notices) any copyright owner's written notice
(including any notices forwarded to you by Ning) that specified Content or Network Code
posted on Your Network infringes that third-party's rights (including copyrights), provided
that the notice substantially complies with the requirements in the DMCA. If you receive a
counter-notice from the applicable Member that substantially complies with the
requirements of the DMCA instructing you to replace the allegedly infringing Content or
Network Code, you agree to replace or cease disabling access to the Content or Network
Code not less than ten (10) and no more than fourteen (14) days after receiving the
counter notice, provided that the complaining party has not notified you that it has filed an
action against the Member regarding the alleged infringement. You also agree to forward
a copy of the counter notice to Ning. Ning strongly recommends that you consult with a
legal professional to confirm your obligations under the DMCA. Ning is not providing legal
advice to you and nothing in this Agreement is legal advice nor guarantees your
compliance with applicable law or regulation. You are solely responsible and liable for
complying with all applicable laws, including copyright and privacy laws in connection with
Your Network.
18. Network Member Data
Through our Ning Member Services, Ning collects Ning Member Data from Your Network
Members and general information about a User's use of Your Network(s). If you are a
Network Creator or Administrator, you agree that your access to this Ning Member Data
(including the email addresses provided by Network Members during the Ning ID
registration process ) as part of the management controls of Your Network(s) is subject to
the Ning Privacy Policy. In addition, subject to this Agreement, you may collect Network
Member Data from Your Social Network Members; if you do so, you hereby agree that
such Network Member Data shall not be used in a manner inconsistent with, or that
causes Ning to violate Ning's Privacy Policy.
Member privacy is important to us. Therefore, if you are a Network Creator or an
Administrator, you hereby agree that your use and disclosure of Network Member Data
and any Ning Member Data shall: (a) comply with all Guidelines; and (b) be reasonably
protective of each Network Member's rights and in no event shall you observe standards
of privacy and confidentiality in connection with the use and disclosure of Ning Member
Data or Network Member Data that are less stringent than the standards set forth in the
Ning Privacy Policy.
You must clearly communicate on Your Network that Your Network uses Ning ID
authentication (including, on each page on Your Network on which information is collected
for purposes of Ning ID authentication) and that each of Your Network Members will be
sharing the data they provide to you with Ning. This is for clarity and to ensure Your
Network Members are aware of this relationship.
Subject to this Agreement and each Network Member's rights, all Network Member Data
shall be the property of the applicable Network Creators. That being said, Ning needs to
run Your Network on the Ning Platform. To this end, as a Network Creator, you hereby
grant Ning a nonexclusive, worldwide, perpetual, irrevocable, transferable,
sublicenseable, fully paid-up, royalty-free right and license to (i) use, reproduce, store,
create derivative works of, distribute, publicly perform and display the Network Member
Data on or through the Ning Platform and in all current and future media in which the Ning
Platform may be distributed; (ii) use and disclose the Network Member Data and related
metrics in an aggregate or other non-personally identifiable manner (including, for use in
targeting advertising in a non-personally identifiable manner through and in connection
with the Ning Platform; and (iii) use Network Member Data for other purposes permitted by
the Ning Privacy Policy.
You acknowledge that Ning may receive requests from Users or persons authorized to act
on behalf of such Users to modify or delete personally identifiable information relating to
such Users on Your Network. Accordingly, you agree that, within 24 hours of any email
request by Ning, you will: (a) delete all Network Member Data and other personally
identifiable information in your possession or control relating to a particular User as
specified by Ning; and (b) confirm such deletion in email notice to Ning.
Ning is not required to keep back-up copies of Network Member Data on the Ning Platform
once the Network or Network Member Data is deleted. Ning makes no guarantee that
Network Member Data will be safely stored on the Ning Platform. To be safe, you should
independently back-up Network Member Data.
19. Your Social Network
We want to give you as a Network Creator as much freedom to create and control the
Social Networks you build on the Ning Platform as possible. You may have your own
agreement(s) or policies between you and each of Your Network Members, provided that
each such agreement or policies do not supersede, amend or otherwise affect in any way
any terms of this Agreement, any Guidelines or our Privacy Policy and provided that you
allow Ning to display the Ning Terms of Service, Privacy Policy and any Guidelines on
your Social Network.
To enable a great experience for all Users on the Ning Platform, if you are a Network
Creator, you agree to ensure each Social Network you create or manage does not
degrade the performance of the Ning Platform. If your Social Network(s) exceed the
quotas and limitations set by Ning (e.g., storage or bandwidth) as set forth in the Ning
Platform Policies or otherwise degrades performance of the Ning Platform or other
services in any way, we may suspend your Social Network(s) at our sole discretion and
without notice.
You agree not to harvest any email addresses from Networks or the Ning Platform for the
purpose of sending email in violation of applicable law or otherwise violate the
"Acceptable Use and Conduct" provisions of this Agreement.
You also agree not to knowingly collect any information from, or develop any Networks
that are targeted at children under the age of 13.
You acknowledge that Ning may terminate the account of any Member (including Your
Social Network Members) in accordance with these Terms of Service.
Your Network shall not be designed or implemented in a way that, as determined by Ning
in its sole discretion, might mislead a User into believing that: (i) he or she is interacting
directly with Ning when interacting with Your Network, or (ii) any of Your Network was
created by or are endorsed by Ning. Because we want you to have as much freedom over
your Network as possible, Ning takes no responsibility for any Content located in Your
Network and Ning has no obligation to monitor such Content or Your Network.
You acknowledge that Ning also reserves the right to remove, preserve, and disclose any
information or Content on any Social Network (including Ning ID and Network Member
Data) or account it deems necessary or appropriate to (a) satisfy any applicable law,
regulation, legal process or governmental request, (b) enforce this Agreement, including
investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud,
security, or technical issues, (d) respond to User support requests, (e) protect the rights,
property, or safety of Ning, its Users, and the general public, or (f) investigate or defend
ourselves against third-party claims or allegations.
20. Your Account
You need to register and create a Ning ID in order to become a Ning Member, Network
Member or Network Creator on the Ning Platform. As a Network Creator or Administrator,
you will also create a separate security password ("Master Key"). This Master Key
provides you as a Network Creator or Administrators another level of security in creating
and managing your Social Network(s). You are responsible for keeping both your Ning ID
password and your Master Key secure. Ning IDs are non-transferable. You will be solely
responsible and liable for any activity that occurs under your Ning ID. Ning reserves the
right to log off or deactivate Member accounts that are inactive for an extended period of
time.
When you create Your Network, Ning gives you the flexibility to choose your own
subdomain for Your Network (e.g., networkcreators in the example: http://developer.ning.
com) ("Network Subdomain"). You will be solely responsible and liable for any activity that
occurs under Your Network's Subdomain. Ning maintains ownership of your Network
Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable,
freely revocable, license solely to use the Network Subdomain on the Ning Platform.
You may not use anyone else's account, Ning ID or Network Subdomain at any time,
without the permission of the account holder. You should never give out your password or
Master Key to another individual or entity. Ning will not be liable for any loss that you may
incur as a result of someone else using your password, Ning ID, Network Subdomain or
Master Key, either with or without your knowledge. However, you may be held liable for
losses incurred by Ning or another party due to someone else using your Ning ID, Network
Subdomain, Master Key or password. In other words, please be careful with your identity
and passwords.
21. Disclaimer of Warranties
YOUR USE OF THE NING PLATFORM, AND ALL NETWORK CODE, PLATFORM CODE,
THIRD PARTY SOFTWARE, NON-NING CODE, AND CONTENT (INCLUDING THIRD
PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE NING
PLATFORM AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY
SOFTWARE, NON-NING CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT)
ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NING EXPRESSLY
DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION,
QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. NING DISCLAIMS ANY
WARRANTY THAT THE NING PLATFORM, OR ANY NETWORK CODE, PLATFORM
CODE, THIRD PARTY SOFTWARE, NON-NING CODE OR CONTENT (INCLUDING THIRD
PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR
THAT THE NING PLATFORM OR THE SERVER THAT MAKES THE NING PLATFORM
AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NING MAKES
NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY
CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD
PARTY CONTENT) OR ADVERTISING ON THE NING PLATFORM OR YOUR NETWORK
(B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR NETWORK OR (C) THE
COMPATIBILITY OF YOUR CODE OR ANY NON-NING CODE WITH ANY NING
TECHNOLOGY.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF
THE NING PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL
BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR
OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY
SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM NING OR THROUGH OR FROM THE NING PLATFORM SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
22. Indemnity
You agree to indemnify, defend, and hold harmless Ning, and its subsidiaries, affiliates,
co-branders, all third-party advertisers, technology providers, service providers or other
partners, and each of their respective officers, directors, agents, shareholders,
employees and representatives, from and against any third party claim, demand, loss,
damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating
to:
Your Code, Your Content or Your Network;
Your use of any Non-Ning Code or Third Party Applications;
Your use or misuse of, or connection to, the Ning Platform;
Your breach or alleged breach of this Agreement;
Your violation of any rights (including intellectual property rights) of a third party;
Your use or misuse of any User data (including Ning Member Data and Network Member
Data), including, in violation of the Ning Privacy Policy and
Your breach or alleged breach of any agreement or policy between you and other Users.
Ning reserves the right, at your expense, to assume the exclusive defense and control of
any matter for which you are required to indemnify us and you agree to cooperate with
our defense of these claims. You agree not to settle any matter without the prior written
consent of Ning. Ning will use reasonable efforts to notify you of any such claim, action or
proceeding upon becoming aware of it.
23. Your Interactions with Other Users
Your interactions with other Users, 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 the other User. Like with any web-based interaction,
we suggest that you use caution and good judgment. If there is a dispute between you
and any third party (including any Network Member or Network Creator), Ning is under no
obligation to become involved.
You release Ning, its officers, employees, agents and successors from claims, demands
and damages of every kind or nature arising out of or related to any disputes with other
Users. 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."
24. Limitation of Liability
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO
NEGLIGENCE, SHALL NING OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES OR
AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR
OTHER INTANGIBLE LOSSES (EVEN IF NING HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR
USE OR THE INABILITY TO USE THE NING PLATFORM; OR (B) ANY DAMAGES ARISING
FROM OR RELATED TO THIS AGREEMENT (IN THE AGGREGATE FOR ALL
POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE
TOTAL AMOUNTS PAID TO NING BY YOU IN THE TWELVE MONTHS IMMEDIATELY
PRECEDING THE INITIAL NOTICE OF ANY CLAIM.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED
BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD
PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN NING
AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE NING PLATFORM OR
RECEIVED BY YOU ON ANY THIRD PARTY SITES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR
THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A
JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY
CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH
LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE
JURISDICTION IN WHICH YOU ARE LOCATED.
25. Changes to Ning Platform
Ning reserves the right at any time (and from time to time) to modify, suspend, or
discontinue providing the Ning Platform or any part thereof with or without notice. Ning will
not be liable to you or to any third party for any modification, suspension or
discontinuance of the Ning Platform.
26. Amendments
We may amend, modify, change, add or remove portions of this Agreement or any
Guidelines at any time without notice to you by posting a revised version on www.ning.com
or elsewhere on the Ning Platform. The revised version will be effective at the time we
post it. Please check this Agreement and any Guidelines periodically for changes. Your
continued use of the Ning Platform after posting of the changes constitutes your binding
acceptance of such changes. We last modified this Agreement on the date stated above.
However, if the revised version includes a material change, it will be effective for an
existing User (including Ning Member, Network Member or Network Creator) on the earlier
of (a) the date you accept it, and (b) 30 days after the material changes are initially
posted to www.ning.com or elsewhere on the Ning Platform. The revised version will apply
to you immediately if you are a User who registers or first uses the Ning Platform on or
after the posting of the revised version.
27. Term and Termination
Term
This Agreement shall remain in full force and effect unless and until your account is
terminated as provided herein. You may terminate your membership within any Network
on the Ning Platform at any time and for any or no reason by following the instructions on
the "My Settings" page while logged in to a Network. Additionally, you may terminate your
Ning ID account and end your use of the Ning Platform at any time and for no reason by
following the directions here or contacting us at info@ning.com or at the address set forth
below in the "Contacting Ning" Section.
Termination
Ning has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate
your account, block your email or IP address, or otherwise terminate your access to or
use of the Ning Platform or any Network, (ii) remove and discard any Network Code or
Content within any Network or anywhere on the Ning Platform or (iii) shut down a Network,
with or without notice, and with no liability of any kind to you.
If you terminate your account, we will have no obligation to refund you any fees you may
have paid except as may be required by applicable law.
Effects of Terminating
Upon deactivating your account, this Agreement terminates and you will no longer have a
right to access your account, Your Content, Your Network Member Data or Your Network
(s). Ning will not have any obligation to assist you in migrating your data, Your Content,
Your Network Member Data, Your Code or Your Network(s) off of the Ning Platform and
Ning does not keep any back-up of any of Your Content or Your Network Member Data.
Ning is not responsible for deleting Network Code or Content on your behalf. Note that,
even if Network Code or Content is deleted from Ning's active servers, it may remain in
our archives (but we have no obligation to archive or back-up such Network Code or
Content), and subject to the licenses set forth in this Agreement.
Survival
The following Sections will survive termination of these Terms of Service for any reason:
Sections 1, 3, 4-9, 13-24, 27-32.
28. Governing Law; Venue
This Agreement shall be governed by the laws of the State of California without regard to
conflict of law principles. The provisions of the United Nations Convention on the
International Sale of Goods and the Uniform Computer Information Transactions Act,
however designated, are excluded and shall not apply to this Agreement or any
transactions hereunder.
You agree to submit to the personal and exclusive jurisdiction of the state courts and
federal courts located within Santa Clara County, California for the purpose of litigating all
such claims or disputes.
29. Relationship of the Parties
The parties are independent contractors with respect to each other. This Agreement does
not constitute and shall not be construed as constituting a partnership or joint venture
among the parties hereto, or an employee-employer relationship. You agree that Ning has
no special relationship with or fiduciary duty to you. Neither party shall have any right,
power or authority to enter into any agreement for or on behalf of, or incur any obligation
or liability of, or to otherwise bind, the other party.
30. United States Export Controls
You agree to comply with all applicable export and reexport control laws and regulations,
including the Export Administration Regulations ("EAR") maintained by the U.S.
Department of Commerce, trade and economic sanctions maintained by the Treasury
Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in
Arms Regulations ("ITAR") maintained by the Department of State. Specifically, you agree
that you shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or
otherwise dispose of any products, software, or technology (including products derived
from or based on such software or technology) received from Ning under this Agreement
to any destination, entity, or person prohibited by the laws or regulations of the United
States, without obtaining prior authorization from the competent government authorities as
required by those laws and regulations. You agree to indemnify, to the fullest extent
permitted by law, Ning from and against any fines or penalties that may arise as a result of
your breach of this provision. This export control clause shall survive termination or
cancellation of this Agreement.
31. No Third Party Beneficiaries
The parties specifically disavow any desire or intention to create a "third party" beneficiary
contract, and specifically declare that no person, except for the parties and their permitted
assigns, shall have any rights hereunder nor any right of enforcement hereof.
32. General
The failure of Ning to exercise or enforce any right or provision of this Agreement does
not constitute a waiver of such right or provision. If any provision of this Agreement is
found by a court of competent jurisdiction to be invalid, the parties nevertheless agree
that the court should try to give effect to the parties' intentions as reflected in the
provision, and the other provisions of this Agreement remain in full force and effect.
You may not delegate your duties under this Agreement or assign this Agreement or your
Ning accounts or Ning IDs, in whole or in part, provided, however, that you may assign this
Agreement in connection with any merger (including by operation of law), consolidation,
reorganization, or sale of all or substantially all of its related assets or similar transaction.
Ning may assign any of its rights and obligations under this Agreement without consent,
including, in connection with any merger (including by operation of law), consolidation,
reorganization, or sale of all or substantially all of its related assets or similar transaction.
This Agreement shall be binding on the parties' permitted assignees, transferees and
successors.
This Agreement, which incorporates the Ning Privacy Policy and the Guidelines,
constitutes the entire agreement between you and Ning and governs your use of the Ning
Platform, superseding any prior agreements (whether written or oral) between you and
Ning regarding the subject matter hereof. Neither party is relying upon any warranties,
representations, assurances or inducements not expressly set forth in this Agreement.
The terms "including" and "includes" shall be deemed to be followed by the statement
"without limitation" and neither of these terms shall be construed to limit any word or
statement it follows to the specific or similar terms or matters immediately following it.
Ning may provide you with notices, including those regarding changes to this Agreement
or any of Ning's terms and conditions, by email, regular mail, or postings on the Ning
Platform. Notice will be deemed given twenty-four (24) hours after email is sent, unless
Ning has previously been notified that the email address is invalid. Notices not pertaining
to any amendments to this Agreement or any Guidelines (such as notices relating to
technical changes to the Ning Platform) are deemed given two (2) days following the initial
posting.
33. Contacting Ning
You may contact Ning in the following ways:
E-Mail:
info@ning.com
Postal:
Ning, Inc.
735 Emerson Street
Palo Alto, CA 94301
We welcome your feedback on this document and thank you for using Ning!.
Intent to Market
While it is acceptable to promote a business by means of member profiles, blogs, forums,
videos, and the like, it is not acceptable to create a member profile with the sole intent to
advertise a product or service. Better Way Gourmet reserves the right to not approve the
postings of members that are submitted with the sole intent to market, or remove and/or
ban from the network anyone who appears to be engaged in networking with the sole
intent to market. Better Way Gourmet will decide what is and resembles an intent to
market and will make the decision to include, exclude, or ban content, and / or members
at the sole discretion of BWG.
Profanity
Profanity or anything that resembles profanity, including but not limited to innuendo and
"mature content" will not be permitted anywhere on the site, and will be subject for
immediate removal. Any member who posts such content is subject to be removed and/or
banned from this site. Better Way Gourmet will decide what is and resembles profanity
and will make the decision to include, exclude, or ban content, and / or members at the
sole discretion of BWG.
Terms of Service - Ning
Thank you for using Ning, Inc. ("Ning", "we" or "us")! Ning provides a software platform
(the "Ning Platform") that enables you to create, join or browse Social Networks (as
defined below) built on the Ning Platform. We also provide a set of services that will
enhance your experience as a member of Social Networks on the Ning Platform.
These Terms of Service contain general terms that apply to you as a user of the Ning
Platform, along with additional terms that may apply to you as a Network Creator (as
defined below) if you decide to create your own Social Network. When using the Ning
Platform, you will also be subject to the Ning Privacy Policy and additional posted
guidelines, policies or rules applicable to specific services and features on the Ning
Platform, which may be posted by us from time to time (collectively, the "Guidelines"). All
of these Guidelines are part of this Agreement and are hereby incorporated by reference.
Additionally, if you are developing products using Ning's application programming
interfaces ("APIs"), or have otherwise signed up for a developer account (thereby
becoming a "Third Party Application Developer"), you will also be subject to the Ning
Application Developer Terms. If you are adding third party widgets and applications
("Third Party Applications") or adding custom code not provided by or endorsed by Ning
("Non-Ning Code") to your Social Networks or adding applications that may be developed
or contributed by Ning ("Ning Applications") to either your Social Network or a third party
web site, you will also be subject to the Ning Applications Terms. The Ning Application
Developer Terms and Ning Applications Terms are hereby incorporated by reference. We
strongly recommend that, as you read these Terms of Service, you also access and read
the linked information.
These Terms of Service, including any Guidelines and future modifications (collectively
the "Terms of Service" or "Agreement") govern your use of the Ning Platform and is a
legal contract between you and Ning.
By registering with us or using or browsing the Ning Platform, you acknowledge that you
have read, understood, and agree to be bound by this Agreement. If you do not agree to
these terms, you can stop using the Ning Platform at any time.
The Ning Platform is not directed to children younger than 13 and is offered only to users
13 years of age or older. If you are under 13 years old, please do not use the Ning
Platform. Any person who provides their personal information through the Ning Platform
represents to us that they are 13 years of age or older.
You represent that you are fully able and competent to enter into the terms, conditions,
obligations, representations and warranties set forth in these Terms of Service. If you are
using or creating a Social Network on the Ning Platform as a representative of a company
or legal entity, (i) you represent that you have the authority to enter into this Agreement
on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in
this Agreement refers to your company or legal entity.
1. Definitions
"Content" means (i) any work of authorship in a Social Network, including, comments,
recommendations, forums, photos, videos, music, sounds, images, text, files, listings,
logos, trademarks, postings, messages and tags added to or submitted with any of the
foregoing; or (ii) other materials posted on or transmitted through any Social Network or
the Ning Platform. "Your Content" is any Content that you submit to a Social Network or
the Ning Platform, either as a Ning Member, Network Member or Network Creator (all as
defined below). If you are a Network Creator, Your Content includes the name, logo,
trademark, brand features and other Content that you (and not the Network Members of
Your Network(s) make available). Content does not include Network Code or Platform
Code.
"Embeddable Widget" means any embeddable application provided and hosted by Ning
that allows for the viewing or playing of audio, photos, video, text and other material on
third party websites or services, including the Ning Network Badge, Ning Member Badge,
Photo Slideshow and Ning Videos.
"Initial Network Code" means the Network Code (as defined below) that is initially provided
by Ning that may be used and modified by you or other Members of the Ning Platform. For
clarity, Initial Network Code does not include Platform Code (as defined below).
"Derivative Network Code" means a derivative work of the Initial Network Code, created by
you through code access on the Ning Platform or otherwise.
"Members" means both Network Members and Ning Members.
"Networks" or "Social Networks" consist of Network Code and other Content and are web
applications running on top of the Ning Platform. Social Networks are created by Network
Creators and are provided for Network Members of that Social Network to interact and
connect with other Network Members. Social Network features may include Network
Member profiles, friends, invitations, discussion forums, photo sharing, video sharing,
music and podcast sharing, events, latest activity streams, RSS feeds, pages, ratings,
reviews, and recommendations, among others. If you are a Network Creator, "Your
Network" is a Social Network created and operated by you on the Ning Platform.
"Network Code" means the software code (i.e., HTML, Javascript, or PHP code) used to
provide the functionality for a Social Network that is interpreted by the Platform Code (as
defined below) and delivered to a User's computer through a web browser. Network Code
consists of Initial Network Code, and may also consist of Your Code (as defined below), as
applicable, but expressly excludes Platform Code.
"Network Creator" is a Ning Member who creates and operates one or more Social
Networks on the Ning Platform. A Network Creator is by definition a Network Member of
each of his or her Networks.
"Network Members" are Ning Members who have also registered with a particular Social
Network on the Ning Platform using their Ning ID. "Your Network Members" are Network
Members who have registered with Your Network.
"Network Member Data" means data provided by or collected from a Network Member by a
Network Creator for a particular Social Network, such as profile data, including certain
items of registration information (e.g. email addresses), answers to Social Network profile
questions, forum posts, and statistical information about Content contributed. Network
Member Data does not include the Ning ID or any Ning Member Data.
"Ning ID" is an account you create with Ning which includes a name, email address, date
of birth and password. When you register as a Network Member on one or more Social
Networks on the Ning Platform, you use the email address and password portion of your
Ning ID to authenticate with each such Social Network. Additionally, each Social Network
of which you become a Network Member will have access to your date of birth, email
address and name as stored in your Ning ID and this information will be pre-populated
into both Your Ning Profile (as defined below) and Your My Profile (as defined below)
upon sign-up.
"Ning Members" are Users who complete a registration process with Ning and obtain a
Ning ID. Ning Members may also (but are not required to) become Network Members.
"Ning Member Data" is data collected from Users by Ning, including the data collected for
the Ning ID and any data provided in Your Ning Profile (as defined below). Ning Member
Data does not include Network Member Data.
"Ning Member Services" are the services provided by Ning to Network Members. Ning
Member Services include, but aren't limited to: Network Member registration, Network
Member sign in and authentication, a message center, friends, contact management
(including the ability to import contacts from third-party email services), and a set of
Network membership management services, including a listing of the Social Networks to
which a particular Network Member belongs and management of friends across those
Social Networks. Ning Member Services do not include any services that Network Creators
provide to their Network Members.
"Ning Network Creator Services" are the services Ning provides to Network Creators. Ning
Network Creator Services include, but aren't limited to: a Network Creator's own Social
Network application and access to its Network Code; Network Member registration and
authentication services; Network Member account management; secure PHP sandbox for
development; Social Network management and security applications; internal and external
APIs; Javascript-compatible markup APIs; URL command line APIs for auto-generation of
pages; a semi-structured content store; and Social Network display, management, and
search services. Certain basic Ning Network Creator Services are provided free of charge
when you create a Social Network on the Ning Platform.
"Ning Profile" means information that, if you are a Ning Member, you have provided to
Ning that is aggregated by Ning into a master profile. Your Ning Profile is separate from
any profile that you create on a particular Social Network ("My Profile") and enables you
to keep track of friends and messages across all Social Networks. "Your Ning Profile" is a
Ning Profile created by you on the Ning Platform.
"Ning Technology" means the past, present and future content of the Ning Platform,
including all software in any format (including the Platform Code and the Initial Network
Code), Embeddable Widgets, hardware, products, processes, algorithms, user interfaces,
know-how, techniques, organization, designs, text, images, photographs, illustrations,
audio or video material, artwork, graphic material, podcasts, advertising copy, databases,
proprietary information, all copyrightable or otherwise legally protectible elements of the
Ning Platform and all other tangible or intangible materials related to, displayed,
performed or distributed on the Ning Platform and the Ning Platform itself, including, the
selection, sequence, and "look and feel" and arrangement of items on the Ning Platform,
and all Ning Marks (as defined below), domain names, patents, and other intellectual
property. Ning Technology does not include Your Content or Your Code.
"Third Party Software" means software that is licensed to you by third parties, including
software that is subject to so-called "open source" licenses, which means any software
licenses approved as open source licenses by the Open Source Initiative or any
substantially similar licenses, including any license that, as a condition of distribution of
the software licensed under such license, requires that the distributor make the software
available in source code format, and including the GNU General Public License.
"Platform Code" means the proprietary portion of the Ning Platform that is used to
interpret the Network Code and other services available on the Ning Platform.
"Premium Services" are services provided by Ning to Network Creators for a fee.
"Your Code" means any script, code, or other computer software uploaded by you to the
Ning Platform, including any Derivative Network Code.
"Users" are all end users of the Ning Platform, and include you, any unregistered users,
all Ning Members, all Network Members, all Network Creators and all Third Party
Application Developers.
2. Benefits of Creating Your Own Social Network
The Ning Platform is designed to give Network Creators and Network Members the
freedom to create and control their own Social Networks. Creating Social Networks on the
Ning Platform is free. A Social Network initially comes with 10GB of storage and 100GB of
bandwidth; although such storage and bandwidth limits may be changed from time to time.
We also make available the Initial Network Code for a Network under the Apache 2.0
license, subject to third party licenses as further stated below in "Third Party License
Requirements". Subject to this Agreement, as a Network Creator, you control your Social
Network and own all of Your Code and Your Content. Ning does not claim any ownership
rights in Your Code or any of Your Content. There are two types of data provided by or
collected from Network Members – Network Member Data and Ning Member Data. Network
Creators and their designated administrators have access to both the Network Member
Data uploaded or collected on their Social Network(s) and the Ning Member Data.
3. Premium Services and Payment
Premium Services
There are two primary ways that we support the Ning Platform: through advertising and
Premium Services. As a Network Creator, you can purchase one or more Premium
Services from us. The categories and prices of our Premium Services are described here
and are subject to change from time to time ("Premium Services Policies"). Ning may
choose to temporarily change the fees for the Premium Services for promotional or new
services, and such changes are immediately effective when Ning posts the temporary
promotional event or new service on the Ning Platform. Any changes to fees for Premium
Services that are not temporary or promotional will be effective thirty (30) days after we
provide you with notice by posting such changes on the Ning Platform. The changes shall
only apply prospectively to the Premium Services you've purchased. Unless otherwise
stated, all fees are quoted in U.S. Dollars.
Payment Generally
You are responsible for paying all fees and applicable taxes associated with the Premium
Services in a timely manner with a valid payment method. You authorize Ning to charge
your credit card, charge card, debit card, PayPal, or financial institution account (herein
"Payment Method") for all charges to your accounts with Ning. Your Payment Method will
be charged the current fee for the Premium Service you choose on the date that you click
on the "Purchase" button in the ordering process. Today, we only offer recurring
payments. You agree that Ning may automatically charge the fee to your Payment Method
at the beginning of each recurring period. For example, if you choose a Premium Service
with a monthly plan, you will be billed every month on the anniversary date of the date you
clicked the "Purchase" button. Additionally, we may offer a pre-pay payment option for
payment of Premium Services ("Pre-Payment Plan"). If you opt for Pre-Payment plan, your
Payment Method will be charged the then-current fee for that Premium Service at the
commencement of each renewal period.
You acknowledge and agree that any credit card and related billing and payment
information that you provide to Ning may be shared by Ning with companies who work on
Ning's behalf, such as payment processors and/or credit agencies, solely for the purpose
of checking credit, effecting payment to Ning and servicing your account. The terms of
your payment will be based on your chosen Payment Method and may be determined by
agreements between you and the financial institution providing such Payment Method.
You agree to pay Ning all charges incurred under your account for any Premium Service
in which you or anyone else who uses your account (including children, family and
friends) enroll in accordance with this Agreement and any applicable Premium Services
policies. If your Payment Method fails or your account is past due, (a) you agree to pay all
amounts due on your account upon demand, (b) Ning may collect fees owed using other
collection mechanisms (this includes charging other payment methods on file with us) and
(c) Ning reserves the right to either suspend or terminate your Premium Services or your
account with Ning, including deletion of your Social Network from the Ning Platform.
Except as may be set forth in applicable Premium Service Policies or Section 27
(Termination), any fees charged to your account are non-refundable. You agree to submit
any disputes regarding any charge to Your account in writing to Ning within sixty (60) days
of such charge, otherwise such dispute will be waived and such charge will be final and
not subject to challenge. Refunds (if any) made pursuant to such dispute, are at the
discretion of Ning.
Taxes
You are responsible for paying any governmental taxes imposed on your use of the Ning
Platform, including, but not limited to, sales, use, or value added taxes. If requested, you
will promptly furnish to Ning the applicable receipts and/or certificates regarding such
remittances as soon as reasonably practicable. To the extent that Ning is obligated to
collect such taxes, the applicable tax will be added to your billing account.
4. Your Code and Licenses to Your Code
You own Your Code. Ning does not claim any ownership rights in Your Code. After posting
Your Code, you continue to have the right to use and license Your Code in any way you
choose (and you are responsible for protecting those rights as appropriate), subject to
any notice or license requirements set forth in the Apache License, Version 2.0 or as
otherwise described in the Third Party License Requirements section below for any
Derivative Network Code you create. You may upload Your Code to the Ning Platform, for
use in Your Network, provided Your Code complies with the terms of this Agreement. At
any point, you can take Your Code from Your Network and cancel your account and Ning
shall not retain any license rights, except as provided below.
You hereby grant Ning a non-exclusive, worldwide, perpetual, transferable, irrevocable,
sublicenseable, royalty-free right and license to access, use, reproduce, store, modify,
distribute, publicly display, publicly perform and create derivative works of Your Code (a)
for the purpose of operating and making Your Network available on the Ning Platform and
in all current and future media in which the Ning Platform may now or hereafter be
distributed or transmitted; or (b) for our internal business purposes. Additionally, you
hereby grant Ning a non-exclusive, world-wide, transferable, irrevocable, sublicenseable
royalty-free right and license to continue using, reproducing, archiving, caching, creating
derivative works, publicly displaying and performing in perpetuity, any of Your Code that is
incorporated into the Ning Platform, provided that Ning shall not use or distribute Your
Code on a stand alone basis. The foregoing license does not limit Ning's rights under any
third party or open source license in which Your Code is licensed.
You are responsible for making sure that you have all rights in Your Code you upload or
use and all rights that are necessary for you to grant the foregoing licenses to Your Code.
You are solely responsible for ensuring that Your Code is compatible with any Ning
Technology. Ning disclaims any liability or responsibility for any unauthorized use of Your
Code by third parties or Users of Your Network and is not responsible for protecting Your
Code.
5. Your Content and Licenses to Your Content
Ning does not claim any ownership rights in Your Content. After posting Your Content,
you continue to retain ownership of Your Content, and you continue to have the right to
use and license Your Content in any way you choose. The Content that you upload to any
Social Network needs to comply with the terms of this Agreement. At any point, you can
take Your Content from Your Network and cancel your account and Ning does not retain
any license rights except as provided below.
You hereby grant Ning, during the course of your usage of the Ning Platform, a
nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and
transferable right and license to (i) use, reproduce, create derivative works of, distribute,
publicly perform and publicly display Your Content (a) for the sole purpose of operating
and making Your Content available on the Ning Platform and in all current and future
media in which the Ning Platform may now or hereafter be distributed or transmitted or (b)
for our internal business purposes; and (ii) disclose metrics regarding Your Content on an
aggregated basis for advertising, marketing and business development purposes. If you
wish to grant Users or the general public additional licenses to Your Content, please
include the license terms with Your Content. Without limiting the foregoing, Ning reserves
the right to retain copies of Content for archival purposes after termination of the
Agreement.
You hereby agree that if Your Content is removed from any Social Network due to a
violation of these Terms, including in response to any valid DMCA (as defined below) take
down notice or because such Content contains illegal images, Ning shall have the right to
use, reproduce and exploit Your Content in any manner without restriction, including in
response to any subpoena or other judicial or administrative order, to assist government
enforcement agencies or otherwise required by law and to protect the rights, property or
safety of Ning, any individual, or the general public.
You are responsible for making sure that you have all rights in Your Content, including
the rights necessary for you to grant the foregoing licenses to Your Content. You are
solely responsible for Your Content. You understand that whether or not Your Content is
published or marked private by you, Ning does not guarantee any confidentiality or
privacy with respect to any of Your Content. You agree not to include any advertising in
any of Your Content unless you purchase the Premium Service to run your own
advertising on Your Network.
Additionally, you understand and agree that Your Content that is displayed on the Ning
Platform may continue to appear on the Ning Platform, even after you have terminated
your Ning Member or Network Member account or terminated these Terms of Service, as
portions of Your Content may have been incorporated into Member profiles, RSS feeds or
other features.
In addition to the rights, licenses and privileges referred to above, you agree that Ning, in
its sole discretion, may use and refer to your trademarks, service marks, trade names,
image, character, logos, domain names and other distinctive brand features or
identification in marketing materials, financial reports, presentations, website materials,
customer lists and other media now known or hereafter discovered in connection with the
marketing, advertising and promotion of the Ning Platform, and any products, goods,
features, capabilities and/or services associated with the Ning Platform.
As a Network Creator or Network Member you acknowledge that Ning and its designees
reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to
accept, post, display, or transmit any Content through or on any Network or the Ning
Platform 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.
If a Network is removed from the Ning Platform, the Content associated with that Network
may also be deleted at the discretion of the Network Creator or Ning. We encourage you
to be sure you are comfortable with this possibility before contributing Your Content to a
Network. You should be aware that Ning is not required and may not keep back-up copies
of Content (including Your Content) on the Ning Platform once the Network or Content is
deleted. Additionally, Ning makes no guarantee, either during or after the term of this
Agreement, that Your Content will be safely stored on the Ning Platform and you should
independently back-up Your Content.
6. Licenses From Ning
License to Initial Network Code
During and subject to the terms and conditions of this Agreement (including the Third
Party License Requirements below), Ning makes the Initial Network Code available under
the license requirements set forth in the Apache License, Version 2.0.
In addition, should you choose to cancel your account and take Your Network and Your
Code with you, you will continue to have a license (under the Apache License, Version
2.0, or as otherwise applicable as described in the Third Party License Requirements
section, below) to any Initial Network Code you were given access to by Ning prior to your
cancellation.
Third Party License Requirements
The Initial Network Code may be distributed with Third Party Software. You acknowledge
that certain components of the Initial Network Code may be covered by licenses governing
the use of Third Party Software. Please review the licenses contained in each file of the
Initial Network Code for the license terms of applicable Third Party Software licenses.
Copyrights to the Third Party Software are held by the copyright holders indicated in the
copyright notices in the corresponding files. To the extent required by the licenses
covering Third Party Software, the terms of such licenses will apply in lieu of the terms of
this Agreement. To the extent the terms of the licenses applicable to Third Party Software
prohibit any of the restrictions in this Agreement with respect to such Third Party
Software, such restrictions will not apply to such Third Party Software.
License to Ning Platform
During and subject to the terms and conditions of this Agreement, Ning hereby grants you
a limited, non-exclusive, non-sublicensable, freely revocable license to access and use
the Ning Platform solely to enable your use of the Ning Member Services and Ning
Network Creator Services.
You agree that all the intellectual property rights in the Ning Platform, which does not
include Your Content and Your Code, are owned by Ning.
License to Embeddable Widgets
During and subject to the terms and conditions of this Agreement, Ning hereby grants you
a limited, non-exclusive, non-sublicensable, freely revocable license to incorporate
Embeddable Widgets into other third party websites or your own personal websites. The
foregoing license shall terminate immediately upon expiration or termination of this
Agreement or removal of Your Social Network from the Ning Platform by Ning or you and
you agree to immediately stop using such Embeddable Widget.
License Restrictions
Except as expressly permitted under this Agreement, you agree not to, nor will you allow
any third party (whether or not for your benefit) to:
Run, rent, lease, loan, or sell access to the Ning Platform or the Ning Technology.
Decompile or reverse engineer or attempt to access the source code of the software
underlying the Ning Platform or Ning Technology.
Copy, archive, store, reproduce, rearrange, modify, download, upload, create derivate
works from, display, perform, publish, distribute, redistribute or disseminate any Ning
Technology.
Access the Ning Platform to build a product using similar ideas, features, functions,
interface or graphics of the Ning Platform.
Circumvent, disable or otherwise interfere with security related features of the
Embeddable Widget or features that prevent or restrict use or copying of any Content or
Third Party Content or enforce limitations on use of the Embeddable Widget or the
Content and Third Party Content therein.
Access the Ning Platform to upload Your Code or Your Content to cause a breach of
security to the Ning Platform or any Social Network or interfere with the proper working of
the Ning Platform or prevent others from using the Ning Platform.
7. Independent Development; Feedback
You agree that Ning may be independently developing software, content and other
products or services that may be similar to Your Code and Your Content and nothing in
the Agreement will be construed as restricting or preventing Ning from creating or fully
exploiting such software, content and other items, without any obligation to you.
You may from time to time elect, in your sole discretion, to provide suggestions,
comments, improvements, ideas, recommendations or other feedback or materials to us
related to the Ning Platform, Your Network or the Initial Network Code, including, on the
Ning blog, Network Creators Forum or on the Ning Open Social Directory ("Feedback"). If
you elect to provide us any such Feedback, you hereby assign all ownership in and to
such Feedback to us, and acknowledge that we will be entitled to use and implement any
such Feedback in any manner without restriction, and without any obligation of
confidentiality, attribution or compensation to you. To the extent the foregoing is deemed
ineffective, you also hereby grant Ning a nonexclusive, perpetual, irrevocable,
transferable, sublicensable, royalty free, fully paid up license to use and otherwise exploit
Feedback.
8. Ning Trademarks and Legal Notices
Ning trademarks, logos, images, service marks, trade names and other distinctive
branding features used on the Ning Platform "Ning Marks" are the trademarks of Ning and
may not be used without permission. Ning is not granting you a license under any
intellectual property right to the Ning Marks. Other trademarks, logos, and trade names
that may appear on the Ning Platform are the property of their respective owners.
If you are a Network Creator, Ning reserves the right to include within Your Network
applicable Ning copyright and trademark notices for the Ning Platform and links to the
Ning Terms of Service, Privacy Policy and other Guidelines. All notices and links will be
displayed consistently in such form and placement as determined by Ning.
9. Ning Ownership Rights
You agree that, as between you and Ning, Ning owns all right, title and interest, including,
all intellectual property rights, in and to the Ning Technology. Additionally, there are two
types of data provided by or collected from Network Members – Network Member Data
and Ning Member Data. If you are a Network Creator or an administrator designated by a
Network Creator ("Administrator"), you agree that, as between Ning and you, Ning owns all
right, title and interest, including, all intellectual property rights, in and to the Ning Member
Data. You shall not acquire any right, title or interest therein, except for the limited rights
expressly set forth in this Agreement. Any rights not expressly granted herein, are
reserved to Ning. You agree to abide by all copyright notices, information, or restrictions
contained in any part of the Ning Platform. You must not alter, delete, or conceal any
copyright, trademark, patent, or other notices contained on the Ning Platform, including
notices on any Ning Technology you download, transmit, display, print or reproduce from
or using the Ning Platform.
10. Support and Interaction for Network Creators
If you are a Network Creator, Ning provides documentation to assist you in creating and
enhancing Your Network(s). You are responsible for implementing and maintaining all
support for Your Network(s), including answering questions from Your Network Members.
This includes, if you've customized the Network Code yourself (including creating
Derivative Network Code) fixing bugs that Network Members might find and tell you about.
11. Advertising and Promotion for Network Creators
On free Social Networks, we have the exclusive right to sell, run and/or serve third-party
advertising on your Social Network. If you are a Network Creator, you agree not to include
any advertising for anything other than Your Network, including ads served via an ad-
server service like Google AdSense, in any Network, Network Code, or Content you
provide on Ning. If you pay the Premium Service fees to run your own ads, however, you
may include third-party advertisements or sponsorships on Your Network. If you run your
own ads, Ning will have the option, which we may exercise on notice to you, to offer and
display, in partnership with you, all or some of such advertisements on Your Network. Ning
may establish general policies and guidelines surrounding the running of your own ads
("Advertising Policies"). Any such Advertising Policies are part of this Agreement and are
subject to change from time to time.
YOU AGREE THAT NING WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR
DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR
DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH
ADVERTISERS ON YOUR NETWORK.
If you are a Network Creator, Ning reserves the right to include promotional links on Your
Network(s) at no cost to Ning, unless you pay the applicable Premium Service fees to
remove promotional links. Removal of promotional links does not include removal of
required Ning legal notices and links to Ning Terms of Service, Privacy Policy and
Guidelines or any statement indicating that Ning uses Ning ID for authentication upon sign
in by Your Network Members.
12. Third Party Content and Hyperlinks to Third Party Sites
Content from other Members or advertisers, including, information about third party
products and services and any Third Party Applications, is made available to you through
Networks ("Third Party Content") on the Ning Platform. The inclusion of Third Party
Content on the Ning Platform does not imply our affiliation or endorsement of such Third
Party Content. Because we do not control Third Party Content, you agree that we are not
responsible for any such Third Party Content, including the accuracy, integrity, quality,
legality, usefulness, safety or intellectual property rights of or relating to such Third Party
Content, it is the sole responsibility of the person from which such Third Party Content
originated, and Ning has no obligation to monitor such Third Party Content.
Notwithstanding the foregoing, Ning or its designees reserves the right, but shall have no
obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any
Third Party Content (including on any Social Network) in whole or part at any time for any
reason or no reason with or without notice and with no liability of any kind. You are solely
responsible (and assume all liability and risk) for determining whether or not such Third
Party Content is appropriate or acceptable to you. You understand that by using the Ning
Platform you may be exposed to Third Party Content that is offensive, indecent or
objectionable, and that you use the Ning Platform at your own risk.
Additionally, Ning or third parties may provide hyperlinks on Networks, or any other form
of link or redirection of your connection to other sites ("Third Party Sites"). These Third
Party Sites are in no way integrated into the Ning Platform and the inclusion of any link on
a Network does not imply Ning's affiliation or endorsement of the linked site, their business
practices (including their privacy policies) or any information therein. Ning expressly
disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability
of Third Party Sites linked to by or through the Ning Platform. ACCESS AND USE OF
THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND
SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS
SOLELY AT YOUR OWN RISK.
13. Representations and Warranties.
You hereby represent and warrant to Ning that: (a) you will comply with all applicable
local, state, national and international laws (including the CAN-SPAM Act of 2003), rules,
and regulations in connection with your use of the Ning Platform including your
promotional or other activities off the Ning Platform that relate to Your Network; (b) you
have the right to grant to Ning the rights granted herein and you own or have all
necessary rights, title and interest in and to Your Code and Your Content; (c) Your Code
and Your Content does not and will not (i) infringe, violate or misappropriate any third-
party right, including any copyright, trademark, patent, trade secret, moral rights, privacy
rights, rights of publicity, or any other intellectual property or proprietary right, or (ii)
slander, defame, libel, or invade the right of privacy, publicity or other property rights of
any person; and (d) none of Your Code, Your Content or Your Network contains any
viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs,
cancelbots, or other computer programming routines that may potentially damage or
interfere with the Ning Platform, or intercept or expropriate any system data or personal
information from the Ning Platform.
14. Acceptable Use and Conduct
You are solely responsible for your conduct, Your Networks, Your Code, and Your
Content on the Ning Platform. We want to keep the Social Networks on Ning safe and fun
for everyone and the use of the Ning Platform for unlawful or harmful activities is not
allowed. In defining "safe and fun," you specifically agree that:
You will not post, email or make available any Content to Users or use the Ning Platform:
In a manner that infringes, violates or misappropriates any third party's intellectual
property rights or other proprietary rights or contractual rights;
in a manner that contains software viruses or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment;
to engage in spamming, "chain letters," "pyramid schemes", advertisement of illegal or
controlled products or services, or other advertising or marketing activities that violate
these Terms of Service, any applicable laws, regulations or generally-accepted
advertising industry guidelines, including to other Users whether on or off the Ning
Platform in connection with Your Network;
in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes
illegal activities, including engaging in phishing or otherwise obtaining financial or other
personal information in a misleading manner or for fraudulent or misleading purposes;
in a manner that is libelous or defamatory, or in a way that is otherwise threatening,
abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of
another's privacy;
in a manner that is harmful to minors in any way;
in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality,
ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise
objectionable, as reasonably determined by Ning;
to impersonate a Ning employee, or any other person, or falsely state or otherwise
misrepresent your affiliation with any person or entity, or to obtain access to a Network or
the Ning Platform without authorization
to interfere or attempt to interfere with the proper working of the Ning Platform or prevent
others from using the Ning Platform, or in a manner that disrupts the normal flow of
dialogue with an excessive number of messages (flooding attack) to the Ning Platform, or
that otherwise negatively affects other persons' ability to use the Ning Platform;
to use any manual or automated means, including agents, robots, scripts, or spiders, to
access or manage any Network Creator's account or to monitor or copy the Ning Platform,
Initial Network Code or Platform Code or the content contained therein;
to facilitate the unlawful distribution of copyrighted content;
in a manner that includes personal or identifying information about another person without
that person's explicit consent;
in a manner that employs misleading email or IP addresses, or forged headers or
otherwise manipulated identifiers in order to disguise the origin of Content transmitted
through the Ning Platform or to Users; and
in a manner that constitutes or contains any form of advertising or solicitation if (1) posted
in Your Content; or (2) emailed to Users who have requested not to be contacted about
other services, products or commercial interests.
Additionally, you agree not to:
"Stalk" or otherwise harass anyone;
Collect, use or disclose data, including personal information, about other Users without
their consent or for unlawful purposes or in violation of applicable law or regulations;
Request, solicit or otherwise obtain access to usernames, passwords or other
authentication credentials from any Member of the Ning Platform, including Ning ID
passwords or any Master Key from a Network Creator, or to proxy authentication
credentials for any Member of the Ning Platform for the purposes of automating logins to
the Ning Platform;
Use any profanity or the description or name of any illegal activity in the name of Your
Network or the Network Subdomain (as defined below) for Your Network;
Post any Content containing child pornography to any Social Network. Ning absolutely
does not tolerate this and will report any suspected instances of child pornography,
including reporting any Ning Member Data, to law enforcement, including the National
Center for Missing and Exploited Children;
Use automated means, including spiders, robots, crawlers, data mining tools, or the like to
download data from Social Networks and the Ning Platform - except for Internet search
engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply
with our robots.txt file, or "well-behaved" web services/RSS/Atom clients. We reserve the
right to define what we mean by "well-behaved";
Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose
an unreasonable or disproportionately large load on Ning's infrastructure;
Attempt to gain unauthorized access to Ning's computer systems or engage in any activity
that disrupts, diminishes the quality of, interferes with the performance of, or impairs the
functionality of, the Ning Platform;
Take any action that may undermine the feedback or ratings systems (such as displaying,
importing or exporting feedback information off of the Ning Platform or for using it for
purposes unrelated to Ning); and
Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the
performance of, or impair the functionality of the Ning Platform.
You agree not to authorize or encourage any third party to use the Ning Platform or any
of your Networks (and Your Networks will not be designed) to facilitate any of the
foregoing prohibited conduct. You also agree to immediately notify Ning in the event of an
actual or threatened claim that you have violated any of the covenants and agreements
contained in this Agreement. Additionally, if you are a Network Creator, you also agree
not to post or permit posting of adult Content ("Adult Content") on your Network, unless
notice of such Adult Content is provided to Users first. Networks with Adult Content visible
to Users who are not Network Members of such Networks with Adult Content may be shut
down at Ning's sole discretion and without notice. Ning also reserves the right at its sole
discretion and option to institute additional requirements upon any Network Creator in
allowing access to Network Members of its Network where Adult Content is posted.
15. Ning Platform Policies
Ning may establish general polices and limits concerning use of the Ning Platform ("Ning
Platform Policies"), including (and without limitation) the maximum number of days that
Social Networks and uploaded Content will be retained, the maximum number of and size
of Content files and objects (including email messages), the maximum disk space allotted
to you or Your Network(s), the maximum number of times and duration for which you may
access the Ning Platform or Networks in a given period of time, the maximum bandwidth
used by Your Network(s) or Content, and the maximum CPU power used by Your
Networks or Content. The current Ning Platform Policies are part of this Agreement.
16. Ning's Relationship with Users
You acknowledge that Ning may terminate your account (which is separate from a Network
Creator's right to terminate your account), and remove your Ning ID, Content and Network
Member Data, as well as disable your access to any and all Social Networks and the Ning
Platform, in accordance with the terms of this Agreement. If you are a Network Member,
you acknowledge that nothing in any agreement (or related policies) you may be subject
to with any Network Creator or other party will alter, impair, supersede, amend or
otherwise affect in any way any terms of this Agreement, any Guidelines or Ning's Privacy
Policy.
17. Copyright Infringement/Digital Millennium Copyright Act Compliance
It is Ning's policy to respond to notices of alleged copyright infringement that comply with
the Digital Millennium Copyright Act ("DMCA"). For more information, please go to Ning's
DMCA Notification Guidelines. Ning may remove any allegedly infringing Network Code or
Content without any liability to you.
Ning will promptly terminate without notice any Member's (including, for clarity, Network
Member's or Network Creator's) access to the Ning Platform, including access to any
Social Network, in appropriate circumstances where the Member is a "repeat infringer" of
copyrights. Generally, Ning will consider a Member a repeat infringer if it has received
more than two third-party notices of alleged infringement concerning Content or Network
Code posted by that Member anywhere on the Ning Platform. Ning, however, reserves the
right to identify and terminate Members under any circumstances it deems appropriate,
including after only a single instance of allegedly infringing behavior by that Member.
Additionally, if a Network Creator continues to allow its Network Member's to post Content
that is subject to notices of alleged copyright infringement, the Network may (at Ning's
sole discretion) be disabled.
Additionally, if you are a Network Creator, you agree to: promptly (and in any event in no
more than 24 hours) address (including removing or disabling access to the allegedly
infringing content for valid DMCA take down notices) any copyright owner's written notice
(including any notices forwarded to you by Ning) that specified Content or Network Code
posted on Your Network infringes that third-party's rights (including copyrights), provided
that the notice substantially complies with the requirements in the DMCA. If you receive a
counter-notice from the applicable Member that substantially complies with the
requirements of the DMCA instructing you to replace the allegedly infringing Content or
Network Code, you agree to replace or cease disabling access to the Content or Network
Code not less than ten (10) and no more than fourteen (14) days after receiving the
counter notice, provided that the complaining party has not notified you that it has filed an
action against the Member regarding the alleged infringement. You also agree to forward
a copy of the counter notice to Ning. Ning strongly recommends that you consult with a
legal professional to confirm your obligations under the DMCA. Ning is not providing legal
advice to you and nothing in this Agreement is legal advice nor guarantees your
compliance with applicable law or regulation. You are solely responsible and liable for
complying with all applicable laws, including copyright and privacy laws in connection with
Your Network.
18. Network Member Data
Through our Ning Member Services, Ning collects Ning Member Data from Your Network
Members and general information about a User's use of Your Network(s). If you are a
Network Creator or Administrator, you agree that your access to this Ning Member Data
(including the email addresses provided by Network Members during the Ning ID
registration process ) as part of the management controls of Your Network(s) is subject to
the Ning Privacy Policy. In addition, subject to this Agreement, you may collect Network
Member Data from Your Social Network Members; if you do so, you hereby agree that
such Network Member Data shall not be used in a manner inconsistent with, or that
causes Ning to violate Ning's Privacy Policy.
Member privacy is important to us. Therefore, if you are a Network Creator or an
Administrator, you hereby agree that your use and disclosure of Network Member Data
and any Ning Member Data shall: (a) comply with all Guidelines; and (b) be reasonably
protective of each Network Member's rights and in no event shall you observe standards
of privacy and confidentiality in connection with the use and disclosure of Ning Member
Data or Network Member Data that are less stringent than the standards set forth in the
Ning Privacy Policy.
You must clearly communicate on Your Network that Your Network uses Ning ID
authentication (including, on each page on Your Network on which information is collected
for purposes of Ning ID authentication) and that each of Your Network Members will be
sharing the data they provide to you with Ning. This is for clarity and to ensure Your
Network Members are aware of this relationship.
Subject to this Agreement and each Network Member's rights, all Network Member Data
shall be the property of the applicable Network Creators. That being said, Ning needs to
run Your Network on the Ning Platform. To this end, as a Network Creator, you hereby
grant Ning a nonexclusive, worldwide, perpetual, irrevocable, transferable,
sublicenseable, fully paid-up, royalty-free right and license to (i) use, reproduce, store,
create derivative works of, distribute, publicly perform and display the Network Member
Data on or through the Ning Platform and in all current and future media in which the Ning
Platform may be distributed; (ii) use and disclose the Network Member Data and related
metrics in an aggregate or other non-personally identifiable manner (including, for use in
targeting advertising in a non-personally identifiable manner through and in connection
with the Ning Platform; and (iii) use Network Member Data for other purposes permitted by
the Ning Privacy Policy.
You acknowledge that Ning may receive requests from Users or persons authorized to act
on behalf of such Users to modify or delete personally identifiable information relating to
such Users on Your Network. Accordingly, you agree that, within 24 hours of any email
request by Ning, you will: (a) delete all Network Member Data and other personally
identifiable information in your possession or control relating to a particular User as
specified by Ning; and (b) confirm such deletion in email notice to Ning.
Ning is not required to keep back-up copies of Network Member Data on the Ning Platform
once the Network or Network Member Data is deleted. Ning makes no guarantee that
Network Member Data will be safely stored on the Ning Platform. To be safe, you should
independently back-up Network Member Data.
19. Your Social Network
We want to give you as a Network Creator as much freedom to create and control the
Social Networks you build on the Ning Platform as possible. You may have your own
agreement(s) or policies between you and each of Your Network Members, provided that
each such agreement or policies do not supersede, amend or otherwise affect in any way
any terms of this Agreement, any Guidelines or our Privacy Policy and provided that you
allow Ning to display the Ning Terms of Service, Privacy Policy and any Guidelines on
your Social Network.
To enable a great experience for all Users on the Ning Platform, if you are a Network
Creator, you agree to ensure each Social Network you create or manage does not
degrade the performance of the Ning Platform. If your Social Network(s) exceed the
quotas and limitations set by Ning (e.g., storage or bandwidth) as set forth in the Ning
Platform Policies or otherwise degrades performance of the Ning Platform or other
services in any way, we may suspend your Social Network(s) at our sole discretion and
without notice.
You agree not to harvest any email addresses from Networks or the Ning Platform for the
purpose of sending email in violation of applicable law or otherwise violate the
"Acceptable Use and Conduct" provisions of this Agreement.
You also agree not to knowingly collect any information from, or develop any Networks
that are targeted at children under the age of 13.
You acknowledge that Ning may terminate the account of any Member (including Your
Social Network Members) in accordance with these Terms of Service.
Your Network shall not be designed or implemented in a way that, as determined by Ning
in its sole discretion, might mislead a User into believing that: (i) he or she is interacting
directly with Ning when interacting with Your Network, or (ii) any of Your Network was
created by or are endorsed by Ning. Because we want you to have as much freedom over
your Network as possible, Ning takes no responsibility for any Content located in Your
Network and Ning has no obligation to monitor such Content or Your Network.
You acknowledge that Ning also reserves the right to remove, preserve, and disclose any
information or Content on any Social Network (including Ning ID and Network Member
Data) or account it deems necessary or appropriate to (a) satisfy any applicable law,
regulation, legal process or governmental request, (b) enforce this Agreement, including
investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud,
security, or technical issues, (d) respond to User support requests, (e) protect the rights,
property, or safety of Ning, its Users, and the general public, or (f) investigate or defend
ourselves against third-party claims or allegations.
20. Your Account
You need to register and create a Ning ID in order to become a Ning Member, Network
Member or Network Creator on the Ning Platform. As a Network Creator or Administrator,
you will also create a separate security password ("Master Key"). This Master Key
provides you as a Network Creator or Administrators another level of security in creating
and managing your Social Network(s). You are responsible for keeping both your Ning ID
password and your Master Key secure. Ning IDs are non-transferable. You will be solely
responsible and liable for any activity that occurs under your Ning ID. Ning reserves the
right to log off or deactivate Member accounts that are inactive for an extended period of
time.
When you create Your Network, Ning gives you the flexibility to choose your own
subdomain for Your Network (e.g., networkcreators in the example: http://developer.ning.
com) ("Network Subdomain"). You will be solely responsible and liable for any activity that
occurs under Your Network's Subdomain. Ning maintains ownership of your Network
Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable,
freely revocable, license solely to use the Network Subdomain on the Ning Platform.
You may not use anyone else's account, Ning ID or Network Subdomain at any time,
without the permission of the account holder. You should never give out your password or
Master Key to another individual or entity. Ning will not be liable for any loss that you may
incur as a result of someone else using your password, Ning ID, Network Subdomain or
Master Key, either with or without your knowledge. However, you may be held liable for
losses incurred by Ning or another party due to someone else using your Ning ID, Network
Subdomain, Master Key or password. In other words, please be careful with your identity
and passwords.
21. Disclaimer of Warranties
YOUR USE OF THE NING PLATFORM, AND ALL NETWORK CODE, PLATFORM CODE,
THIRD PARTY SOFTWARE, NON-NING CODE, AND CONTENT (INCLUDING THIRD
PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE NING
PLATFORM AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY
SOFTWARE, NON-NING CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT)
ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NING EXPRESSLY
DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION,
QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. NING DISCLAIMS ANY
WARRANTY THAT THE NING PLATFORM, OR ANY NETWORK CODE, PLATFORM
CODE, THIRD PARTY SOFTWARE, NON-NING CODE OR CONTENT (INCLUDING THIRD
PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR
THAT THE NING PLATFORM OR THE SERVER THAT MAKES THE NING PLATFORM
AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NING MAKES
NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY
CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD
PARTY CONTENT) OR ADVERTISING ON THE NING PLATFORM OR YOUR NETWORK
(B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR NETWORK OR (C) THE
COMPATIBILITY OF YOUR CODE OR ANY NON-NING CODE WITH ANY NING
TECHNOLOGY.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF
THE NING PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL
BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR
OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY
SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM NING OR THROUGH OR FROM THE NING PLATFORM SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
22. Indemnity
You agree to indemnify, defend, and hold harmless Ning, and its subsidiaries, affiliates,
co-branders, all third-party advertisers, technology providers, service providers or other
partners, and each of their respective officers, directors, agents, shareholders,
employees and representatives, from and against any third party claim, demand, loss,
damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating
to:
Your Code, Your Content or Your Network;
Your use of any Non-Ning Code or Third Party Applications;
Your use or misuse of, or connection to, the Ning Platform;
Your breach or alleged breach of this Agreement;
Your violation of any rights (including intellectual property rights) of a third party;
Your use or misuse of any User data (including Ning Member Data and Network Member
Data), including, in violation of the Ning Privacy Policy and
Your breach or alleged breach of any agreement or policy between you and other Users.
Ning reserves the right, at your expense, to assume the exclusive defense and control of
any matter for which you are required to indemnify us and you agree to cooperate with
our defense of these claims. You agree not to settle any matter without the prior written
consent of Ning. Ning will use reasonable efforts to notify you of any such claim, action or
proceeding upon becoming aware of it.
23. Your Interactions with Other Users
Your interactions with other Users, 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 the other User. Like with any web-based interaction,
we suggest that you use caution and good judgment. If there is a dispute between you
and any third party (including any Network Member or Network Creator), Ning is under no
obligation to become involved.
You release Ning, its officers, employees, agents and successors from claims, demands
and damages of every kind or nature arising out of or related to any disputes with other
Users. 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."
24. Limitation of Liability
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO
NEGLIGENCE, SHALL NING OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES OR
AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR
OTHER INTANGIBLE LOSSES (EVEN IF NING HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR
USE OR THE INABILITY TO USE THE NING PLATFORM; OR (B) ANY DAMAGES ARISING
FROM OR RELATED TO THIS AGREEMENT (IN THE AGGREGATE FOR ALL
POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE
TOTAL AMOUNTS PAID TO NING BY YOU IN THE TWELVE MONTHS IMMEDIATELY
PRECEDING THE INITIAL NOTICE OF ANY CLAIM.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED
BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD
PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN NING
AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE NING PLATFORM OR
RECEIVED BY YOU ON ANY THIRD PARTY SITES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR
THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A
JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY
CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH
LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE
JURISDICTION IN WHICH YOU ARE LOCATED.
25. Changes to Ning Platform
Ning reserves the right at any time (and from time to time) to modify, suspend, or
discontinue providing the Ning Platform or any part thereof with or without notice. Ning will
not be liable to you or to any third party for any modification, suspension or
discontinuance of the Ning Platform.
26. Amendments
We may amend, modify, change, add or remove portions of this Agreement or any
Guidelines at any time without notice to you by posting a revised version on www.ning.com
or elsewhere on the Ning Platform. The revised version will be effective at the time we
post it. Please check this Agreement and any Guidelines periodically for changes. Your
continued use of the Ning Platform after posting of the changes constitutes your binding
acceptance of such changes. We last modified this Agreement on the date stated above.
However, if the revised version includes a material change, it will be effective for an
existing User (including Ning Member, Network Member or Network Creator) on the earlier
of (a) the date you accept it, and (b) 30 days after the material changes are initially
posted to www.ning.com or elsewhere on the Ning Platform. The revised version will apply
to you immediately if you are a User who registers or first uses the Ning Platform on or
after the posting of the revised version.
27. Term and Termination
Term
This Agreement shall remain in full force and effect unless and until your account is
terminated as provided herein. You may terminate your membership within any Network
on the Ning Platform at any time and for any or no reason by following the instructions on
the "My Settings" page while logged in to a Network. Additionally, you may terminate your
Ning ID account and end your use of the Ning Platform at any time and for no reason by
following the directions here or contacting us at info@ning.com or at the address set forth
below in the "Contacting Ning" Section.
Termination
Ning has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate
your account, block your email or IP address, or otherwise terminate your access to or
use of the Ning Platform or any Network, (ii) remove and discard any Network Code or
Content within any Network or anywhere on the Ning Platform or (iii) shut down a Network,
with or without notice, and with no liability of any kind to you.
If you terminate your account, we will have no obligation to refund you any fees you may
have paid except as may be required by applicable law.
Effects of Terminating
Upon deactivating your account, this Agreement terminates and you will no longer have a
right to access your account, Your Content, Your Network Member Data or Your Network
(s). Ning will not have any obligation to assist you in migrating your data, Your Content,
Your Network Member Data, Your Code or Your Network(s) off of the Ning Platform and
Ning does not keep any back-up of any of Your Content or Your Network Member Data.
Ning is not responsible for deleting Network Code or Content on your behalf. Note that,
even if Network Code or Content is deleted from Ning's active servers, it may remain in
our archives (but we have no obligation to archive or back-up such Network Code or
Content), and subject to the licenses set forth in this Agreement.
Survival
The following Sections will survive termination of these Terms of Service for any reason:
Sections 1, 3, 4-9, 13-24, 27-32.
28. Governing Law; Venue
This Agreement shall be governed by the laws of the State of California without regard to
conflict of law principles. The provisions of the United Nations Convention on the
International Sale of Goods and the Uniform Computer Information Transactions Act,
however designated, are excluded and shall not apply to this Agreement or any
transactions hereunder.
You agree to submit to the personal and exclusive jurisdiction of the state courts and
federal courts located within Santa Clara County, California for the purpose of litigating all
such claims or disputes.
29. Relationship of the Parties
The parties are independent contractors with respect to each other. This Agreement does
not constitute and shall not be construed as constituting a partnership or joint venture
among the parties hereto, or an employee-employer relationship. You agree that Ning has
no special relationship with or fiduciary duty to you. Neither party shall have any right,
power or authority to enter into any agreement for or on behalf of, or incur any obligation
or liability of, or to otherwise bind, the other party.
30. United States Export Controls
You agree to comply with all applicable export and reexport control laws and regulations,
including the Export Administration Regulations ("EAR") maintained by the U.S.
Department of Commerce, trade and economic sanctions maintained by the Treasury
Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in
Arms Regulations ("ITAR") maintained by the Department of State. Specifically, you agree
that you shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or
otherwise dispose of any products, software, or technology (including products derived
from or based on such software or technology) received from Ning under this Agreement
to any destination, entity, or person prohibited by the laws or regulations of the United
States, without obtaining prior authorization from the competent government authorities as
required by those laws and regulations. You agree to indemnify, to the fullest extent
permitted by law, Ning from and against any fines or penalties that may arise as a result of
your breach of this provision. This export control clause shall survive termination or
cancellation of this Agreement.
31. No Third Party Beneficiaries
The parties specifically disavow any desire or intention to create a "third party" beneficiary
contract, and specifically declare that no person, except for the parties and their permitted
assigns, shall have any rights hereunder nor any right of enforcement hereof.
32. General
The failure of Ning to exercise or enforce any right or provision of this Agreement does
not constitute a waiver of such right or provision. If any provision of this Agreement is
found by a court of competent jurisdiction to be invalid, the parties nevertheless agree
that the court should try to give effect to the parties' intentions as reflected in the
provision, and the other provisions of this Agreement remain in full force and effect.
You may not delegate your duties under this Agreement or assign this Agreement or your
Ning accounts or Ning IDs, in whole or in part, provided, however, that you may assign this
Agreement in connection with any merger (including by operation of law), consolidation,
reorganization, or sale of all or substantially all of its related assets or similar transaction.
Ning may assign any of its rights and obligations under this Agreement without consent,
including, in connection with any merger (including by operation of law), consolidation,
reorganization, or sale of all or substantially all of its related assets or similar transaction.
This Agreement shall be binding on the parties' permitted assignees, transferees and
successors.
This Agreement, which incorporates the Ning Privacy Policy and the Guidelines,
constitutes the entire agreement between you and Ning and governs your use of the Ning
Platform, superseding any prior agreements (whether written or oral) between you and
Ning regarding the subject matter hereof. Neither party is relying upon any warranties,
representations, assurances or inducements not expressly set forth in this Agreement.
The terms "including" and "includes" shall be deemed to be followed by the statement
"without limitation" and neither of these terms shall be construed to limit any word or
statement it follows to the specific or similar terms or matters immediately following it.
Ning may provide you with notices, including those regarding changes to this Agreement
or any of Ning's terms and conditions, by email, regular mail, or postings on the Ning
Platform. Notice will be deemed given twenty-four (24) hours after email is sent, unless
Ning has previously been notified that the email address is invalid. Notices not pertaining
to any amendments to this Agreement or any Guidelines (such as notices relating to
technical changes to the Ning Platform) are deemed given two (2) days following the initial
posting.
33. Contacting Ning
You may contact Ning in the following ways:
E-Mail:
info@ning.com
Postal:
Ning, Inc.
735 Emerson Street
Palo Alto, CA 94301
We welcome your feedback on this document and thank you for using Ning!.
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