Terms & Conditions
SquaredOut, Inc. ("SquaredOut" or "Company") provides the content and services available on this website (the "Website") subject to the terms and conditions of use set forth below, the Privacy Policy and any other terms and conditions which may exist otherwise on the Website or in relation to promotions, contests or sweepstakes conducted on the Website (the "Terms").
Acceptance of Terms
You acknowledge that you have read the terms and conditions of use and that you accept the terms thereof. YOU AGREE TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. If you do not agree to these terms and conditions of use, you may not access or otherwise use this Website.
Right to Modify Terms
SquaredOut reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on the Website. Your continued use of and access to the Website constitutes your acceptance of any amendments or modifications to the Terms.
Modification of Services
Squaredout's services and Website may change from time to time without prior notice to you. Additionally, SquaredOut may cease providing the services or the Website to you or to users generally and may not be able to provide you with prior notice. SquaredOut may, in its sole discretion, create limits on use and storage at any time without prior notice to you.
Registration
By registering for any service or maintaining an account, you agree that you are at least 18 years of age or, if you are a minor, you have the consent of your parent of guardian. You agree to provide true and complete information about yourself (the "Registration Data") and you agree to promptly update the Registration Data to keep it current and complete. SquaredOut, in its sole discretion, may suspend or terminate your account and refuse to offer you any and all current or future use of the services or the Website. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You are solely responsible for any activity related to your account. If you suspect any unauthorized use of your account, immediately notify SquaredOut. You acknowledge and agree that SquaredOut may maintain user information and may also disclose user information if required to do so by law or if SquaredOut believes, in good faith, that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of SquaredOut, its users, or the public.
User Content
The Website may allow you and other third parties to post calendar and event data, biographical information, geographical information, text, statements, reviews, comments, photographs, and other materials and information that will be accessible by visitors to and members of the Website ("Public Content"). The Website may also allow you to post calendar and event data, biographical information, geographical information, text, statements, reviews, comments, photographs, and other materials and information that will be accessible only to you and other members specifically designated by you ("Private Content"). Public Content and Private Content may be referred to collectively as "Content." All Content, whether publicly posted on or privately transmitted via the Website is the sole responsibility of the person from whom the Content originated and not of SquaredOut, or its shareholders, directors, officers, contractors, agents or employees. Under no circumstances will SquaredOut or its shareholders, directors, officers, or employees be held liable for any loss or damage caused by your reliance on Content obtained through the Website. Although User Content will not be pre-screened or reviewed, we reserve the right to refuse or delete any User Content.
Accuracy of Advice
SquaredOut does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Website. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk.
Intellectual Property Rights
The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. All information and content contained on the Website, including but not limited to trademarks, graphics, images, and logos are protected by US and international intellectual property laws, and are owned or controlled by SquaredOut or the party credited as the provider of the content. You will abide by any and all additional copyright notices, information, or restrictions contained in any content on the Website. Copying or storing of any content for other than personal, noncommercial use is expressly prohibited without the prior written permission from SquaredOut or the copyright holder identified in the individual content's copyright notice. Use of trademarks for commercial purposes without authorization from SquaredOut is strictly prohibited.
Changes to Website
SquaredOut may change, suspend or discontinue any aspect of the Website at any time, including the availability of any Website feature, database, or content. SquaredOut may also impose limits on certain features and services or restrict your access to parts or the entire Website without notice or liability.
Limited Use License
SquaredOut grants you a limited, revocable, and non-exclusive license to access and make personal, non-commercial use of the Website. This limited license does not include the right to: 1. frame or enclose the Website or any portion thereof; 2. republish, distribute, or license the Website or any content thereon; and/or 3. create any derivative works based upon either the Website or any content thereon. This limited license may be terminated immediately upon any unauthorized use by you of the Website or any and/or all of SquaredOut's content.
Sweepstakes; Contests; Promotions
SquaredOut may promote, via the Website, sweepstakes, contests or other types of promotions that will be governed by special rules in addition to these Terms. Your participation in such promotions constitutes acceptance of all applicable terms.
Prohibited Conduct
You represent, warrant and covenant that: (a) you shall not upload, post or transmit to, or distribute, or otherwise publish through the Website any materials which (i) restrict or inhibit any other user from using and enjoying the Website, (ii) are unlawful, threatening, abusive, libelous, or defamatory (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus or other harmful component, (vi) contain advertising of any kind (i.e. Spam), or (vii) constitute or contain false or misleading indications of origin or statements of fact; (b) you will not permit any minor, or anyone who would find the Content offensive, to view the Content; and (c) you will not use or access the Website in any jurisdiction in which doing so would be unlawful.
Third Party Links
The Website may contain links and pointers to the other related World Wide Web Internet sites, resources, and sponsors of the Website. Links to and from Website to other third party sites, maintained by third parties, do not constitute an endorsement by Company or any of its subsidiaries or affiliates of any third party resources, or their contents. If you decide to access any of the third-party sites linked to the Website, you do so entirely at your own risk. All such websites are subject to the policies and procedures of the owner of such websites. Because we have no control over such websites or resources or the individuals who make such contributions, you acknowledge and agree that Company is not responsible for the availability of such websites or resources or any contributions, neither endorses nor is responsible or liable for any content, advertising, products or other materials on or available from such websites or resources or the content of any contributions and shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resource.
Digital Millennium Copyright Notice
If you believe that specific content on the Website infringes upon your copyrighted materials, please provide SquaredOut with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the allegedly infringing material is located on the Website, including the url's of the particular web pages; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the use on the Website is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the foregoing information is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. SquaredOut's Designated Agent for copyright claims can be contacted as follows:
SQUAREDOUT DMCA NOTICE
2900 Bristol, Suite J203
Costa Mesa, CA 92626
Disclaimer of Warranties
THE WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SQUAREDOUT AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE WEBSITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE WEBSITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE OR ANY LINKED SITE. FURTHER, SQUAREDOUT AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SQUAREDOUT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SQUAREDOUT AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUAREDOUT AND ITS OFFICERS, DIRECTORS, OWNERS, AGENTS, EMPLOYEES, INFORMATION PROVIDERS, AFFILIATES, LICENSORS AND LICENSEES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR THE WEBSITE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SQUAREDOUT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Your Content
By posting Content, including, but not limited to transmitting messages, uploading files, inputting data or engaging in any other form of communication, to the Website, you hereby grant to SquaredOut a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Content, in all media now known or hereafter developed. You hereby waive all rights to any claim against SquaredOut for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Content.
Idea Submissions
SquaredOut does not accept unsolicited suggestions and ideas. Any ideas, suggestions or other information you provide us will be treated as non-proprietary and non-confidential and treated as Communications, as defined above.
Indemnification
You hereby agree to indemnify, defend and hold SquaredOut, and all its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of the Agreement or the foregoing representations, warranties and covenants, including, without limitation, attorneys' fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. SquaredOut reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of SquaredOut.
Release
In the event that you have a dispute with one or more users of the Website, you hereby release SquaredOut and all its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees from any and all claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you hereby waive California Civil Code 1542, which states, "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."
Governing Law
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE.
Entire Agreement
This Agreement constitutes the entire agreement between SquaredOut and you with respect to your use of the Website. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.