Consumer Change

Website Use Agreement

CONSUMER CHANGE™

Website Use Agreement

This Website Use Agreement (“Agreement”) is between Consumer Change, LLC (“Consumer Change”) and the person or entity that has clicked on the “Register” button (“you,” “your” or “yours”), and describes the terms under which you may use this website (“Website”) to post written comments (collectively, “Comments”) regarding commercial businesses (“Businesses”) with whom you have had personal firsthand experience. By clicking on the “Register” button, and completing the registration form below, you are agreeing to comply with and be bound by all the terms of this Agreement.

You represent that if you are a natural person you are over 18 years of age, that you reside in the United States, that you may legally enter into this Agreement, and that you agree with all the terms of this Agreement.

If you do not agree to all the terms of this Agreement, you must click on the “Reset” button below, and you may not use this Website to submit Comments. Consumer Change may change the terms of this Agreement from time to time, and post those changes here. Your continued use of this Website after any such change constitutes your acceptance of the changed Agreement. If you wish to be notified of any changes to this Agreement by email, please click here and provide a valid email address. You understand and agree, however, that you shall be bound by all such changes, if any, regardless of whether you provide such email address or receive such notification.

1. Comments. You may submit a Comment for posting on the Website, if and only if: (a) you are the sole author of such Comment; (b) you have not conveyed ownership of the copyright or any exclusive license for such Comment to any third party; (c) you have the right to grant Consumer Change the ownership and license described below; and (d) such Comment is, to the best of your knowledge, true and accurate and based on your own personal firsthand experiences with the Business to which the Comment applies.

2. Registration. Before you may submit Comments, you must first register at the Website by fully and accurately completing the “Registration Form” located here, and providing to Consumer Change full and accurate information.

3. Assignment and License. You hereby irrevocably assign to Consumer Change all worldwide right, title and interest in and to each Comment. You agree to cooperate fully with Consumer Change to sign all documents and take all actions requested by Consumer Change to document Consumer Change’s exclusive ownership of each Comment. To the extent Consumer Change is unable to obtain such cooperation, you hereby irrevocably appoint Consumer Change as your attorney-in-fact to sign all such documents and take all such actions on your behalf. To the extent you are for any reason, by operation or law or otherwise, unable to grant such ownership to Consumer Change, you hereby grant to Consumer Change a perpetual, irrevocable, exclusive (both as to yourself and all third parties), worldwide, royalty-free, fully paid up, transferable license, including the right to grant sublicenses through multiple tiers, to use, publicly perform, publicly display, digitally perform, copy, create derivative works of and distribute each Comment. Without limiting the generality of the foregoing, Consumer Change shall have the right to edit, modify, or delete each Comment and may post such Comment with such captions, notations, or explanations as Consumer Change may wish without notice to or permission from you or any third party. YOU UNDERSTAND AND AGREE THAT THERE SHALL BE NO PAYMENT OWED OR PAID TO YOU UNDER THIS AGREEMENT OR OTHERWISE.

4. Use of Personal Information. Any information you supply pursuant to this Agreement shall be subject to the “Consumer Change Privacy Policy” as such policy may be changed from time to time by Consumer Change.

5. Compliance with Laws. You agree not to submit Comments or use the Website for unlawful or wrongful purposes, including, but not limited to, distributing material that: (i) is owned by someone else; (ii) is illegal, obscene, libelous, pornographic, vulgar, harassing or discriminatory; (iii) advocates any violent or illegal act, including without limitation the illegal consumption of drugs or alcoholic beverages; (iv) is protected as a trade secret; or (v) is an invasion of the privacy of a third party. You also agree to comply with all Consumer Change’s rules and regulations and all statutes and other governmental requirements.

6. Indemnification. You agree to indemnify, defend and hold harmless, Consumer Change, its parent, subsidiaries, affiliates, officers, shareholders, agents and employees from and against any and all losses, damages, liabilities, claims, demands, threats, suits or proceedings (including reasonable attorneys’ fees), made by you or any third party resulting from or arising out of Comments submitted by you, your breach of this Agreement, your violation of any Consumer Change rules or regulations, or any statutes and other governmental requirements, or the infringement or misappropriation by you of any intellectual property or other right of any person or entity worldwide. Consumer Change shall use its commercially reasonable efforts to give you prompt notification of the foregoing, and Consumer Change shall be entitled to participate in your defense or settlement of the foregoing with counsel of Consumer Change’s choosing.

7. Termination. Consumer Change may terminate this Agreement at any time upon notice to you with or without cause. You may terminate this Agreement at any time upon notice to Consumer Change, but in such case any rights and licenses granted by you under this Agreement shall continue according to their terms.

8. Assignment. You may not assign or transfer this Agreement, in whole or in part, to any other individual or entity without the prior, written consent of Consumer Change, and any attempt to do so will result in the immediate termination of this Agreement for your material breach. Consumer Change may assign this Agreement, in whole or in part, without notice.

9. No Warranties. THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER. CONSUMER CHANGE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING CONSUMER CHANGE DOES NOT WARRANT THAT YOUR COMMENTS SHALL BE POSTED, SHALL BE POSTED IN A LOCATION YOU REQUEST, OR SHALL BE SATISFACTORY TO YOU IN ANY RESPECT. CONSUMER CHANGE DOES NOT WARRANT THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability. IN NO EVENT SHALL CONSUMER CHANGE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE WEBSITE, COMMENTS, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF CONSUMER CHANGE EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. General Provisions. In the event of any termination of this Agreement, the provisions of Section 3 (“Assignment and License”), Section 4 (“Use of Personal Information”), Section 5 (“Compliance with Laws”), Section 6 (“Indemnification”), Section 7 (“Termination”), Section 9 (“No Warranties”), Section 10 (“Limitation of Liability”) and Section 11 (“General Provisions”) shall survive. Any action related to this Agreement shall be governed by the substantive laws of the State of California, without regard to conflicts of laws principles. The State and Federal courts located in Santa Clara County, California, shall have sole jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. Any waiver of any rights of Consumer Change under this Agreement must be in writing, signed by Consumer Change, and any such waiver shall not operate as a waiver of any future breach of this Agreement. In the event any portion of this Agreement is found to be illegal or unenforceable, such portion shall be severed from this Agreement, and the remaining terms shall be separately enforced. You and Consumer Change agree that any breach or threatened breach of this Agreement by you is likely to cause Consumer Change damage that is not fully reparable by payment of damages, and further agree that in such case Consumer Change shall be entitled to seek and obtain injunctive or other equitable relief to protect its rights hereunder. This Agreement is the entire agreement between the parties with respect to this subject matter, and supersedes any and all prior or contemporaneous, conflicting or additional communications, negotiations or agreements.