Terms of Use
I. INTRODUCTION
Threshold 360 Inc. (“Threshold 360” or “We”) welcomes you (“you” or the “user”) as a viewer, reader, or user of our Websites (defined below) and we encourage you to explore and fully enjoy the content and services available on our Websites. Before you do, however, we ask that you please read the following Terms of Use. We offer the website located at http://www.threshold360.com and others, and all mobile applications that refer to or link to these websites, including all information, software, products and services available from any of these websites or offered as part of or in conjunction with any of these websites (collectively the “Websites”), to you, conditioned upon your acceptance of all the terms, conditions, policies and notices stated herein (the “Terms”). PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE WEBSITES.
Additional Terms
Additional terms and conditions applicable to certain portions of the Websites (collectively “Additional Terms”) are incorporated herein by reference. For instance, the terms of use for any Websites that allow users to post comments and participate in discussion boards will apply to users of those services in addition to these Terms. To the extent that there is a conflict between these Terms and any Additional Terms for the activity in which you choose to participate, the Additional Terms shall govern.
Click-Through Agreements
Before using certain areas of the Websites, you may be asked to indicate your acceptance of additional specific terms and conditions by clicking a button marked “I Accept” “I Agree” “Okay” “I Consent” or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Agreement. To the extent there is a conflict between these Terms and any Click-Through Agreement for the activity in which you choose to participate, the Click-Through Agreement will govern.
Electronic Communications & Notices
You may communicate with us via e‐mail, postal mail, telephone, the mobile applications, our Websites, and other services. We may issue notices via these various channels, including by sending e‐mails to an address you provide us. You agree that such notices shall have legal effect. You also agree that any notices sent by e‐mail satisfy any requirement that notices be provided in writing. If you do not agree, do not use the Websites. You may have the right to withdraw your consent to receive certain electronic communications, and, when required by law, we will provide you with paper copies upon request. You may make such a request via any of the channels listed above. If you withdraw your consent, we reserve the right to terminate your use of the Websites. To receive, access, and retain the notices we send via e‐mail, you must have Internet access and a computer or device with a compatible web browser. You will also need software capable of viewing files in PDF format. Your device or computer must be able to print, or download and store, e‐mails and PDF files. By accepting these terms, you confirm that you can receive, access, and retain the notices we may send. You may update your contact information through the Websites.
Translation
We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with Threshold 360, and any inconsistencies among the different versions will be resolved in favor of the English version.
Modification
Threshold 360 reserves the right to modify any of these Terms at any time and its sole discretion. Threshold 360 will provide notice of such changes by posting the modified Terms on this page and by indicating above the date the Terms were last updated. By continuing to use the Websites, you are agreeing to all changes made by Threshold 360.
Privacy Practices
Please review the terms of our Privacy Policy, so that you are aware of how Threshold 360 collects and uses your information. Because the Websites are potentially accessible throughout the world, personal information that Threshold 360 collects may be stored and processed in the United States of America or any other country in which Threshold 360 or its agents maintain facilities. By using the Websites, you consent to any such transfer of information outside your country. Additionally, to learn more about how we treat the information that you provide about your children, please review our Child Privacy Notice. The Privacy Policy and Child Privacy Notice are also incorporated into and made a part of these Terms.
II. PERMITTED USE OF THE WEBSITES
Minimum Age
By using the Websites, you certify that you are 18 years of age or older. If you are under the age of 18 but at least 13 years of age you may use the Websites only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. Threshold 360 does not intentionally collect personal information about children under the age of 13. Children under the age of 13 may not use the Websites and parents or legal guardians may not agree to these Terms on their behalf. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child between the ages of 13 and 18, be advised that you are fully responsible for his or her use of the Websites. If you do not agree to (or cannot comply with) any of these Terms, do not use the Websites. All billing and registration billing information provided by you through the Websites must be truthful and accurate. Providing any untruthful or inaccurate information may constitute a breach of these Terms.
Child Online Protection Act Notice
Commercially available parental control protections (such as computer hardware, software, or filtering services) are available that may assist you in limiting access to material that is harmful to minors. Information on such protections is available at websites such as http://www.getwise.org. The preceding link is provided for information purposes only. Threshold 360 is not affiliated with http://www.getwise.org and this is not intended as an endorsement of http://www.getwise.org Internet website, services, or policies.
Personal & Noncommercial Use
The Websites are for your personal and noncommercial use. As a condition to your continued use of the Websites, you warrant to Threshold 360 that you will not use the Websites for any purpose that is prohibited by these Terms or unlawful.
Linking to the Websites
You are granted a personal, revocable, nontransferable and non-sublicensable right to create text-only hyperlinks (each a “Link”) to content on the Websites, strictly in accordance with the following limitations: Any Link (a) must describe the content accurately as it appears on the Websites, (b) must not “frame” the Websites or any of their content, (c) must not copy portions of the Websites to a server, except as part of an Internet service provider’s incidental caching of pages, (d) must resolve to pages within the Websites that are displayed in full (including all trademarks, branding, advertising and promotional materials), without any accompanying frame, border, margin, design, branding, trademark, advertising or promotional materials not originally displayed on the page within the Websites, (e) must not cause (directly or indirectly) any portion of the Websites to appear on a user’s computer screen with any material (e.g., URL, text, graphics, pop-up window, audio, or other) supplied by or associated with you or any third party, (f) must not, via appearance, position or otherwise, be likely to damage or dilute the goodwill associated with the name and trademarks of Threshold 360 or create the false appearance that any person or entity other than Threshold 360 is associated with or sponsored by Threshold 360. Threshold 360 reserves the right to revoke your license to create any or all Links, at any time and to break any Link at any time.
III. OWNERSHIP
Copyrights
Except for material in the public domain under United States copyright law, the Websites, in their entirety, including all website and mobile application design, computer programs used to generate the website pages and mobile applications, software (see below), HTML code, Java applets, Active X controls and other code, website and mobile application design, text, data, interfaces, logos, button icons, legends, images, photographs, music, audio or video clips, titles, page headers, graphics, and the selection, arrangement, coordination, enhancement and presentation of said elements, and all intellectual property rights (defined as any patent, copyright, invention, database right, design right, registered design, trademark, trade name, brand, logo, slogan, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name or other similar right or obligation, registered or unregistered, or other intellectual property right subsisting in any territory or jurisdiction anywhere in the world) in, on, and to the Websites are the sole property of Threshold 360 and/or its affiliates, licensors or content suppliers and are protected by United States and foreign copyright laws. By using the Websites, you acknowledge that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. Nothing in the Terms or your use of the Websites shall be construed as granting you a license to use such material under any copyright, service mark, trademark, patent or other intellectual property right of Threshold 360 or any third party, except as expressly set forth and granted in the Terms. Except as otherwise expressly provided in these Terms, you may not copy, transmit, display, perform, reproduce, publish, license, sublicense, modify, rewrite, create derivative works from, transfer, assign, sell, distribute or otherwise commercially exploit or make available to any other party any material contained on the Websites without the prior consent of Threshold 360 or the respective owner. None of the material contained on the Websites may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photo reproduction, recordation or otherwise), resold or redistributed without the prior written consent of Threshold 360 except as allowed by law. Violation of this provision may result in severe civil and criminal penalties. You may not transfer to or store any data residing or exchanged using the Websites in any electronic network for use by more than one user or “frame” or “mirror” any Websites or materials thereon on any other server or wireless or Internet-based device unless you obtain prior written permission from Threshold 360. You may not use Threshold 360’s name, logo, or other trademarks for any purpose without the express written consent of Threshold 360. Any rights not expressly granted herein are reserved by Threshold 360. You are granted a non-exclusive, non-assignable and non-transferable license to use the Websites only under the Terms. You may make single copies of materials displayed on the Websites for your own personal and noncommercial use only, provided any copies include the copyright and other notices displayed with the materials on the Websites. It is strictly prohibited to delete or alter any copyright, service mark, trademark, or other proprietary notices on or from the Websites. You may not distribute such copies to others, whether free or for charge or consideration, without prior written permission from Threshold 360 or the copyright owner of the copied material. Requests to reproduce materials on the Websites for distribution or other purposes should be directed to:
Threshold 360, LLCPhone: {INSERT PHONE NUMBER}
E-mail: {INSERT INFO E-MAIL ADDRESS}
{OR OTHER DESIRED CONTACT INFORMATION}
Software
Any software or application that is made available to download from or via these Websites is the property of Threshold 360 and/or its suppliers (or is used under license from its owner) and is protected under United States and international copyright laws. Your use of the software is governed by the terms of the End User License Agreement (“EULA”), if any, that accompanies or is included with the software. You may not install or use any software without first agreeing to the terms of such EULA. For any software not accompanied by a EULA, Threshold 360 hereby grants to you a personal, revocable, nontransferable and non-sublicensable license to use the software for viewing and other purposes within the scope of use expressly stated by Threshold 360 in accordance with these Terms, and for no other purpose. Any such software is provided to you subject to the warranty and liability exclusions set forth in these Terms.
Trademarks
THRESHOLD 360, and any trademarks, logos and/or other marks used in the Websites are trademarks or service marks of Threshold 360 or its licensors, and are protected by state and federal trademark laws. All related product and service names, design marks and slogans are the trademarks or service marks of Threshold 360, as are the “look” and “feel” of the Websites (including color combinations, layout, design and all other graphical elements). Other trademarks appear on the Websites with permission from their respective owners. Your unauthorized use of trademarks appearing on the Websites may constitute trademark infringement, which could subject you to substantial civil penalties. Nothing within the Websites shall be construed as permission or a license to use any of the logos, marks, or other without the express written consent of their respective copyright holders.
IV. NO RELIANCE ON WEBSITE CONTENT
Third Party Links
The Websites may contain hyperlinks to websites (“Third Party Websites”) owned and operated by parties other than Threshold 360. Such hyperlinks are provided for your reference and convenience only and do not in any way directly or indirectly imply any endorsement of the material on such Third Party Websites or any association with their owners or operators. Threshold 360 does not control and is not responsible for such Third Party Websites. You agree that Threshold 360 shall not be liable (directly or indirectly) for any Third Party Websites, including, but not limited to, their availability, their content or any viruses they may contain, or their privacy policies, or their data collection, use and/or security practices, or the technology they implement. Unless otherwise specifically stated by Threshold 360 on these Websites, Threshold 360 does not endorse any product or service or make any representation regarding the reliability, quality or accuracy of any products or services, or business practices of other parties featured in, or linked to, any advertisement appearing on these Websites. Because some websites employ automated search results or otherwise link users to websites that contain information that may be deemed inappropriate or offensive, Threshold 360 cannot be held responsible for the accuracy, legality or decency of material contained on any Third Party Websites. You should review the privacy policy and terms of use for each such Third Party Website and confirm that they are acceptable to you before you register on or use that Third Party Website. All use by you of such Third Party Websites is at your own risk. You understand and agree that you must evaluate and bear all risks associated with the use of any content or in response to any advertisement, including any reliance on the accuracy, completeness or usefulness of the content or any advertisement. Threshold 360 reserves the right to terminate such links at any time without notice.
Accuracy of Material
You understand and acknowledge that material and software published on the Websites, including hyperlinks, may include inaccuracies, typographical errors and/or out-of-date material. You understand, acknowledge, and agree that Threshold 360 is not responsible for, nor shall it be liable (directly or indirectly) for any inaccuracies, typographical errors and/or out-of-date material. Further, you also understand and acknowledge that material and software on the Websites may be changed or revised from time to time without notice.
User Provided Content
Threshold 360 does not assume an editorial role with respect any User Content (as defined below). Threshold 360 does not assume any obligation to monitor or edit User Content nor does Threshold 360 take any responsibility for User Content. Similarly, Threshold 360 does not endorse any opinions expressed via the Websites by other users, business or advertisers, nor does Threshold 360 represent or guarantee the truthfulness, accuracy, or reliability of any User Content. Instead, Threshold 360 simply provides access to User Content that other users have contributed and edited. Consequently, you agree that Threshold 360 has no responsibility for any User Content posted or transmitted via the Websites by others. ANY RELIANCE ON USER CONTENT IS AT YOUR OWN RISK.
Informational Purposes Only
Although the Websites may host a great deal of information that pertains to businesses in numerous industries and a variety of related topics, including professional topics such as medical, legal, or financial issues, such information is presented for general informational purposes only. It should not be taken as professional advice. If you need expert advice for any question (such as medical, legal, or financial issues), you should seek the help of a licensed or qualified professional in lieu of acting on any information, opinion, or advice contained on the Websites.
V. USER RESPONSIBILITIES & PROHIBITED CONDUCT
The Websites may be used only for lawful purposes. As a condition of using the Websites, you represent, warrant and agree that you shall not use (or plan, encourage or help others to use) the Websites for any purpose or in any manner that is prohibited by the Terms, or by applicable laws, regulations, rules or ordinances, including any export controls. All information posted on the Websites must comply with all applicable international, national, state, and local laws, regulations, rules, and ordinances. It is your responsibility to ensure that your use of the Websites complies with the Terms and to request prior written permission from Threshold 360 for any uses not permitted or expressly specified in the Terms.
Personal Credentials
Certain features and areas of the Websites are available only with registration and login. If you are required to register and select a unique login and password (“Personal Credentials”), you must keep your Personal Credentials confidential, including by taking appropriate measures to maintain their confidentiality, such as logging off and closing the Internet browser, especially when you are connected to the Internet through an unsecured network or when using a public computer. Your Personal Credentials are personal to you and you must not allow any third party to use them under any circumstances. Threshold 360 is not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of your Personal Credentials. You must contact Threshold 360 immediately if you become aware of or believe there is or may have been any unauthorized use of your Personal Credentials, or otherwise wish to deactivate your Personal Credentials due to security concerns.
Other Security Rules
Users are prohibited from directly or indirectly violating or attempting to violate the security of the Websites, including, without limitation,
Accessing data not intended for the user or logging into a server or account which such user is not authorized to access;
Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
Use any device, software, or routine to interfere with the proper operation of, or any activities conducted on, the Websites or engage in any other any conduct that, in our sole discretion, restricts, inhibits or interferes with the ability of any other person to use or enjoy the Websites, including, without limitation, using any means, including overloading, “flooding”, “mailbombing” or “crashing;”
Contain malicious code, including but not limited to computer viruses, Trojan horses, corrupted data, or other programs designed to disrupt, damage or restrict the use of any computer software or hardware or telecommunications equipment;
Forging any TCP/IP packet header or any part of the header information in any e-mail sent from within or to the Websites; or
Using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Websites other than the search engine and search agents available from Threshold 360 on the Websites and other than generally available third party web browsers (e.g., Internet Explorer, Google Chrome, Mozilla, Firefox, etc.).
Violations of Website or network security may result in civil or criminal liability. Threshold 360 will investigate occurrences that may involve violations of the use of the Websites and may contact and/or cooperate with law enforcement authorities in prosecuting users or any other persons who are involved in any violations of the use of the Websites.
VI. USER CONTENT
Threshold 360 may allow you to upload, post, transmit or otherwise provide content to Threshold 360 Websites, including, but not limited to, photos, video, audio, comments, articles, blogs, forums, information, data, messages, software, communications and any other material in which you provide content to the Websites (collectively referred to as “User Content”). You agree that you are solely responsible for your User Content and that your failure to comply with any of the Rules Governing User Content below will constitute a breach of these Terms.
As noted above, Threshold 360 does not assume an editorial role with respect to any User Content and any reliance on User Content is at your own risk.
Rules Governing User Content
In consideration for being allowed to post, upload or contribute User Content via the Websites, you agree that you will not:
Disrespect the privacy and views of others;
Use any service offered via the Websites to stalk or harass another;
Use the Websites’ communications features in a manner that adversely affects the availability of their resources to other users (for example, continuous posting of repetitive or duplicative text);
Use or provide User Content for commercial purposes (for example, the promotion of any specific goods or services);
Post, transmit or send any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, telephone or postal solicitations or any other form of solicitation, such as opinions or notices, commercial or otherwise, via the Websites or to any of their users;
Impersonate another person or entity or misrepresent your affiliation with any person or entity;Delete or revise any material posted by any other person or entity;
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software or code comprising, creating, or in any way making up a part of the Websites;
Use or employ robots, spiders, Web crawlers, Web ants, worms, wanderers, Web agents and other “bots” to visit the Websites that are not Standard for Robot Exclusion-compliant robots;Access the Websites by any means other than through the interface that is provided by us for use in accessing the Websites;
Access or use the Websites to collect information about Website visitors or registered users;
Permit any other person to use your Personal Credentials to post or view User Content; orPost content for which you received compensation from a third party without receiving prior written authorization from Threshold 360. In addition, you agree that any User Content posted, uploaded or otherwise shared using the Websites will not:
Be obscene, profane, sexually explicit, adult-oriented, vulgar, libelous, slanderous, defamatory, harmful, threatening, abusive, hateful, harassing, tortious, misleading, fraudulent, illegal or knowingly false or inaccurate, bigoted, racially, ethnically or otherwise objectionable, harmful to minors in any way;
Encourage conduct that may constitute or contribute to a criminal offense, give rise to civil liability or violate any national, state or local law, regulation or authority;
Infringe on the copyright, trademark, patent, trade secret or other intellectual property rights of others;
Violate the privacy or publicity rights of others;Support or provide resources to any organization(s) designated by the United States government as a foreign terrorist organization including pursuant to section 219 of the Immigration and Nationality Act;
or
Delete any attributions, legal notices, legends or proprietary designations or labels. Intellectual Property Rights of Others As noted above, you may not use our Websites to transmit content belonging to any person or party other than yourself, without the prior written consent of such owner. Simply because material is available on the Internet does not mean it is in the public domain. In fact, most materials on the Internet are protected by copyright and/or trademark laws.
Our Rights Regarding User Content
Threshold 360 does not assume any responsibility for the consequences of any User Content on the Websites. However, Threshold 360 shall have the right, but not the obligation, to monitor any User Content areas of the Websites to determine compliance with these Terms (including the Rules Governing User Content above) and any other operating rules that may be established by Threshold 360 from time to time.
Moreover, Threshold 360 reserves the right, but not the obligation, to investigate and act upon allegations of violations of the Rules Governing User Content, including as stated below in Suspension or Cancellation of Privileges, and to delete any User Content for any reason, regardless of whether User Content violates these Terms. Threshold 360 further reserves the right to disclose any User Content, other content, records, user identification and other information, or electronic communication of any kind if we are required to do so by any law, regulation, court order, or subpoena, or if such disclosure is necessary or appropriate to operate the Websites or to protect Threshold 360’s rights or property, or the rights of the other Website users, or our partners, affiliates, sponsors, providers, licensors, or merchants. You agree that Threshold 360 shall comply with and/or otherwise cooperate with international, national, state or local law enforcement officials regarding your use of the Websites or User Content provided by you using the Websites. (For more information about our data use and disclosure policies, refer to our Privacy Policy and our Subpoena Policy).
Threshold 360 reserves the right to record, re-purpose or re-publish User Content on its Websites, blogs, social media platforms, newspapers, newsletters, broadcast media and/or other publishing forums. By posting User Content, you are granting to Threshold 360 and its licensees a worldwide, royalty-free, perpetual, non-exclusive and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any posting by you (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or hereafter developed. For this reason, you should not transmit, post or send any User Content that contains any confidential, sensitive or nonpublic information. Threshold 360 does not guarantee that any personal information posted or transmitted will not be viewed, distributed, republished or otherwise used by any other person(s).
Your Responsibility for User Content
You agree to defend, indemnify and hold harmless Threshold 360 and its officers, directors, affiliated companies, employees, agents, licensors and suppliers, from and against any and all claims, actions or demands, liabilities and settlements, including, without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of any User Content or use by others of any User Content posted or uploaded by you, including, without limitation, any claim of libel, defamation, harassment, violation of rights of privacy or publicity, loss of service or infringement of intellectual property or other rights, or violation of these Terms.
VII. WARRANTIES, DISCLAIMERS & INDEMNITY
No Warranties by Threshold 360YOUR USE OF THE WEBSITES IS AT YOUR OWN RISK. THE WEBSITES ARE PROVIDED TO YOU “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. Threshold 360 MAKES NO WARRANTY THAT ANY CONTENT CONTAINED ON THESE WEBSITES SATISFIES ANY APPLICABLE GOVERNMENT LAW, REGULATION OR REQUIREMENT. NEITHER Threshold 360 NOR ANY OF ITS PARENT COMPANIES OR CORPORATIONS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE WARRANT THAT THE WEBSITES OR THEIR OPERATION WILL BE ACCURATE, RELIABLE, UNINTERRUPTED OR ERROR-FREE. NO AGENT OR REPRESENTATIVE HAS THE AUTHORITY TO CREATE ANY WARRANTY REGARDING THE WEBSITES ON BEHALF OF Threshold 360. Threshold 360 RESERVES THE RIGHT TO CHANGE OR DISCONTINUE AT ANY TIME ANY ASPECT OR FEATURE OF THE WEBSITES.
Exclusion of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL Threshold 360 OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, STORING OR DISTRIBUTING THE WEBSITES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES AND EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, AND DAMAGES ARISING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY CONNECTED WITH USE OF THE WEBSITES, DELAY OR INABILITY TO USE THE WEBSITES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR WEBSITES OBTAINED THROUGH THE WEBSITES, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY AGREE THAT NO LICENSOR, SUPPLIER OR INFORMATION PROVIDER TO Threshold 360 OR ITS PARENT CORPORATION (IF ANY), AFFILIATED COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, LICENSORS AND SUPPLIERS OR ANY OF THEIR SUCCESSORS OR ASSIGNS (COLLECTIVELY THE “RELEASED PARTIES”), SHALL HAVE ANY LIABILITY TO YOU FOR ANY REASON OR UNDER ANY THEORY WHATSOEVER, BASED UPON THE INFORMATION PROVIDED ON OR THROUGH THE WEBSITES.
Because some states do not permit the exclusion or limitation of liability for consequential or incidental damages, some or all the above limitations may not apply to you.
Indemnification
You agree to defend, indemnify and hold the Released Parties harmless from and against all claims, actions or demands, liabilities and settlements, including, without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the Websites, or any content, product or service offered through the Websites, in a manner that violates or is alleged to violate these Terms. Threshold 360 or other relevant Released Party shall provide notice to you of any such claim, suit or proceeding and shall reasonably cooperate with you, at your expense, in your defense of any such claim, suit or proceeding.
VIII. TERMINATION
In certain (hopefully unlikely) circumstances it may be necessary for Threshold 360 to terminate all or any part of our Websites or their services, terminate these Terms, or suspend or terminate your account or privileges (see below).
Discontinuation of Websites
Threshold 360 reserves the right to suspend or end any or all Websites or any of their services at any time, with or without cause, and with or without notice.
Suspension or Cancellation of Privileges
Threshold 360 reserves the right to terminate your privilege to use any or all the Websites if it determines, in its discretion, that you have breached any of these Terms or any applicable law or that it is potentially harmful to our interests or the interests (including intellectual property or other rights) of another user or third party. Without limiting any available remedies or the procedures set forth in the Copyright Policy below, if Threshold 360 receives notice or has reason to believe, in its sole discretion, that you have posted User Content that infringes the rights of any other person under copyright, trademark, privacy, or publicity, or otherwise, Threshold 360 may terminate your access to the Websites, including all privileges or user accounts that you may have established in connection with the Websites.
IX. COPYRIGHT POLICY
Threshold 360 respects the intellectual property of others, and, particularly as to user generated content in comments, discussion boards or in other user contributed content, as applicable, we ask our users to do the same. Threshold 360 does not permit copyright infringing activities on the Websites. Threshold 360 does not, however, monitor user-submitted materials for copyright infringement. Threshold 360 abides by the federal Digital Millennium Copyright Act (“DMCA”) by responding to notices of alleged infringement that comply with the DMCA and other applicable laws. As part of our response, we will remove materials if properly notified that such materials infringe on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content on our Websites infringes upon your copyrights, you may submit a notification pursuant to the DMCA as set forth below.
Takedown Notices
If you believe that any material on the Websites infringes your copyright, please provide our designated agent below (“Designated Agent”) with the following information (collectively “Takedown Notice”):
Your full name, address and telephone number;
Your e-mail address;
Identification of each of the copyrighted work(s) that you believe is being infringed;
Identification of each such infringing material and information sufficient for Threshold 360 to locate the material;
Your statement, made under penalty of perjury, that the information provided in your Takedown Notice is accurate and that you are copyright owner or authorized to act for the copyright owner; and
Your physical or electronic signature.
Threshold 360’s Designated Agent for notice of claims of copyright infringement can be reached as follows:
Threshold 360, LLCAttn: {DMCA AGENT}
500 East Kennedy Blvd., Suite 100-E {OR OTHER DMCA AGENT ADDRESS}
Tampa, FL 33602 {OR OTHER DMCA AGENT CITY STATE ZIP}
Phone: {DMCA AGENT PHONE}
Fax: {INSERT FAX NUMBER FOR DMCA AGENT}
E-mail: {INSERT E-MAIL ADDRESS FOR DMCA AGENT}
Upon receipt of a Takedown Notice complying with the above requirements, Threshold 360 will act to remove infringing materials and, if applicable, send notice to the user that posted such materials on the Websites.
Counter Takedown Notices
If Threshold 360 removes materials posted by you as a user due to a Takedown Notice, you may pursue reinstatement of the materials by sending a written notice (“Counter Takedown Notice”) to the Designated Agent including the following information:
Your full name, address and telephone number;
Your e-mail address;
Identification of the material that has been removed or to which access has been disabled, including its location before it was removed or disabled;
Your statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material;
Your statement that you consent to the jurisdiction of the Federal District Court for the district in which your address is located, or, if you reside outside of the United States, of the United States District Court for the Middle District of Florida (where Threshold 360 may be found), and that you will accept service of process from the person who provided notice of copyright infringement or from such person’s agent; and
Your physical or electronic signature.
Upon receipt of a Counter Takedown Notice meeting the above requirements, Threshold 360 will send a copy of such Counter Takedown Notice to the copyright owner who initially claimed copyright infringement and, within 10 to 14 days following receipt of the Counter Takedown Notice, Threshold 360 will replace or enable access to the removed material unless Threshold 360 receives notice from the copyright owner who submitted the first notification that it has filed an action seeking a court order to restrain the user that posted the materials from engaging in infringing activity. Please note that parties who misrepresent that materials are infringing or were removed by mistake or misidentification are subject to substantial civil liability to Threshold 360 and/or the copyright owner or Website user.
For clarity, only Takedown/Counter Takedown Notices should be sent to the Designated Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Threshold 360 customer service either via our contact page at {INSERT URL FOR GENERAL CONTACT US PAGE} or at {INSERT PHONE NUMBER FOR GENERAL CUSTOMER INQUIRIES}. You acknowledge that if you fail to comply with all the requirements of this section, your Takedown or Counter Takedown Notice may not be valid.
X. DISPUTES
We hope that no serious disagreements arise involving you, but, in the event there is a dispute, our goal is to provide you a neutral and cost effective means to resolve it quickly. Accordingly, you agree that, if a dispute arises between you and Threshold 360, you will first contact Threshold 360 customer service to describe the problem and seek a resolution. You may contact customer service using any of the following means:
Online – {INSERT URL FOR GENERAL CONTACT US PAGE}
By Telephone – {INSERT PHONE NUMBER FOR GENERAL CUSTOMER INQUIRIES}
By U.S. Mail – Threshold 360, LLC, 500 East Kennedy Blvd., Suite 100-E, Tampa, FL 33602
If that does not resolve the issue, then you and Threshold 360 agree to the following methods to resolve any dispute or claim between us.
First, as set forth below, you agree that the Terms are governed by the law of the State of Florida, without regard to its principles on conflicts of laws, and the federal law of the United States of America. Second, you agree that you will seek arbitration in accordance with the Arbitration Procedure below.
ARBITRATION
ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF THE WEBSITES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN Hillsborough County, Florida, EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY THRESHOLD 360 (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL CLAIMS COURT. IF YOU CAN DEMONSTRATE TO US THAT ARBITRATION IN Hillsborough County, Florida WOULD CREATE AN UNDUE BURDEN ON YOU, WE WILL ALLOW YOU TO INITIATE THE ARBITRATION IN YOUR HOME STATE. ANY DISAGREEMENTS REGARDING THE FORUM FOR ARBITRATION WILL BE SETTLED BY THE ARBITRATOR.
If arbitration cannot resolve the issue, you agree, as also set forth below, to unconditionally and irrevocably submit to the mandatory and exclusive personal jurisdiction and venue of the state or federal courts located within Hillsborough County, Florida to litigate such claims or disputes. You agree that you will not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS. Threshold 360 reserves all rights and remedies available to it, in law or equity, with respect to any matter relating to these Terms.
Arbitration Procedure
Any arbitration will be governed by the consumer arbitration rules then prevailing of the American Arbitration Association (“AAA’s Consumer Rules”), excluding any rules and procedures governing or permitting class or representative actions. the rules are available at the American Arbitration Association’s website, http://www.adr.org or by calling the AAA at 1-800-778-7879. YOU AND Threshold 360 AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Threshold 360 agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Any claim or controversy as to the enforceability of this arbitration provision’s restriction on your right to participate in or pursue a class action or classwide arbitration shall be brought only in the United States District Court for the Middle District of Florida or any State court located in Hillsborough County, Florida. THE ARBITRATOR SHALL APPLY Florida LAW, AND THE ARBITRATOR’S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT. IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE AND FEDERAL COURTS IN Hillsborough County, Florida.
If you initiate the arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Rules. Regardless of who initiates the arbitration, Threshold 360 will pay any other arbitration fees, including your share of arbitrator compensation. If the arbitrator rules against Threshold 360, in addition to accepting whatever responsibility is ordered by the arbitrator, Threshold 360 will reimburse your reasonable attorneys’ fees and costs, regardless of who initiated the arbitration. In addition, if the arbitrator rules in our favor, we will not seek reimbursement of our attorneys’ fees and costs, regardless of who initiated the arbitration.
Notwithstanding the foregoing, this arbitration provision does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. This arbitration provision shall survive termination of these Terms.
Intellectual Property Claims by Threshold 360
In the event of intellectual property claims by Threshold 360 against you, Threshold 360 shall have the right to litigate such claims in any state or federal court in Hillsborough County, Florida, and you consent to the exclusive and mandatory venue in such courts.
Governing Law
As noted above, these Terms and all matters regarding your use of the Websites shall be governed by, construed in accordance with, and enforced under the laws of Florida applicable to contracts made and executed and wholly performed in Florida, without regard to choice of law principles. Neither the Uniform Computer Information Transaction Act nor the United Nations Convention on Contracts for International Sale of Goods shall apply and their applicability is expressly excluded.
Venue
If you seek to file a legal claim against us, you agree to file and resolve it exclusively in a state or federal court located in Hillsborough County, Florida. You also agree that the laws of Florida and, to the extent applicable, the laws of the United States of America will govern these Terms, as well as any legal claim that might arise between you and us (without reference to conflict of laws principles). You agree to submit to the personal jurisdiction of, and agree that venue is proper in, the courts located in Hillsborough County, Florida, in any legal action or proceeding relating to us, the Websites, or these Terms.
Deadline to Pursue Claim
To ensure that disputes are dealt with soon after they arise, you agree that regardless of any statute or law to the contrary, any claim or cause of action you might have arising out of or related to use of the Websites or these Terms must be filed within the applicable statute of limitations or, if earlier, one (1) year after the pertinent facts underlying such claim or cause of action could have been discovered with reasonable diligence (or be forever barred).
Jurisdiction
The Websites are controlled and operated by Threshold 360 from its principal office in Florida, United States of America. Threshold 360 makes no representation that materials on the Websites are appropriate or available for use in other locations. Those who choose to access the Websites from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. The Websites are not intended to subject Threshold 360 to the laws or jurisdiction of any state, country or territory other than the Florida and the United States of America.
XI. MISCELLANEOUS
Entire AgreementThese Terms, including the Privacy Policy, constitute the entire agreement and understanding between you and Threshold 360 with respect to use of the Websites, and supersede all prior or contemporaneous agreements, communications and/or proposals.
Admissibility
A printed version of these Terms and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to use of the Websites to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Waiver
The failure of to exercise or enforce any right or provision in these Terms shall not constitute a waiver of such right or provision.
Severability
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent of the law, and all other provisions will remain in full force and effect.
Survival
Though we hope you will continue to use our Websites, you can stop using them at any time. Please note that even after you stop using the Websites (or any part thereof) is terminated, or after your account or privileges are suspended or terminated for any reason (including as set forth in Suspension or Cancellation of Privileges), these Terms will remain in effect with respect to relevant provisions, including the following Sections: Click-Through Agreements, Privacy Policy, Ownership (including the following subsections: Copyrights, Software and Trademarks), No Reliance on Website Content (including the following subsections: Third Party Links, Accuracy of Material, and Informational Purposes Only), User Content (including the following subsections: Our Rights Regarding User Content and Your Responsibility for User Content), Warranties, Disclaimers and Indemnity (including the following subsections: No Warranties by Threshold 360, Exclusion of Liability, and Indemnification), Copyright Policy, Disputes (including the following subsections: ARBITRATION, Arbitration Procedure, Intellectual Property Claims by Threshold 360, Governing Law, Venue, Deadline to Pursue Claim, and Jurisdiction), and Miscellaneous (including the following subsections: Entire Agreement, Admissibility, Waiver, Severability and Survival), as well as any provisions herein or Additional Terms that by their nature survive the termination of these Terms.
XII. SUBPOENA POLICY
Threshold 360 reserves the right to refuse to release account information relating to users of its Websites (“Website Users”) except upon the proper service of valid and enforceable legal process, such as a search warrant, subpoena or court order. If you are seeking such identity or account information in connection with a civil legal matter you must serve Threshold 360 with a valid and enforceable subpoena. This information can only be obtained by a properly issued subpoena served upon our Registered Agent:
Threshold 360, LLC
c/o TriFidelity Group, LLC
500 East Kennedy Blvd., Suite 100-E
Tampa, FL 33602
In addition to serving our Registered Agent, sending an electronic version of the subpoena and related documents by e-mail to {INSERT E-MAIL ADDRESS FOR SUBPOENAS OR LEGAL} will often result in a timelier response. However, it should be in addition to and will not take place of formal legal process required by applicable law.
Regulatory and Law Enforcement
AgenciesSubject to the subsection entitled Other Objections below, in most instances, Threshold 360 will comply with lawfully and properly issued federal and state government subpoenas (judicial or administrative) to the extent that they are not unduly burdensome or unreasonably invasive of our Website Users’ privacy. The subpoena should be narrow in scope and identify the specific account information requested, the Website User’s alias or user name and sufficient information to identify the Website User Content or other information subject to the subpoena.
If the issuing officer does not wish the named Website User account(s) to be notified prior to production, the subpoena should specify that it is issued pursuant to a confidential or criminal investigation.
Subpoenas Issued in Other Matters
Subpoenas for Website User account information must be issued by or domesticated through a court having personal jurisdiction over Threshold 360. Threshold 360’s Registered Agent is located in Tampa, Florida (see above) and we accept service from the United States District Court for the Middle District of Florida.
Generally, Threshold 360 reserves the right to decline to release account information concerning a Website User (including information necessary to identify such Website User) unless the party seeking the information demonstrates that it has filed a bona fide legal action against the Website User arising out of tortious or actionable conduct using the Websites and that the information requested is relevant and material to such action. In other words, Threshold 360 reserves the right not to produce Website User account information based on subpoenas merely designed as part of a “fishing expedition.”
In addition, Threshold 360 reserves the right not to produce identifying information in the absence of demonstration by the party seeking such information of satisfaction with the applicable standards for identifying anonymous speakers in like cases and Threshold 360 reserves the right to request a copy of the relevant pleading and such other supporting documentation as it may deem appropriate in evaluating the sufficiency of such showing.
Other Objections
We reserve the right to object to subpoenas that include overly broad demands such as “all information” (as doing so typically would be a violation of federal and state law), as well as to subpoenas that we deem objectionable on any other grounds, including those set forth in the relevant procedural rules or issuing regulations.
Timing
Upon receipt of a subpoena and initial review of its legal sufficiency, Threshold 360 will attempt to notify the Website User(s) whose account information is being sought. Any subpoena should allow a minimum of twenty (20) days to allow the subject Website User the opportunity to move to quash the subpoena.
Cost & Expense Reimbursement
To defer the cost to Threshold 360 of compliance, payment of the following minimum fees is required for all subpoena, court order and search warrant requests, except for child pornography or endangerment investigations. An estimate of fees will be provided prior to commencement of production. Threshold 360 reserves the right to require payment in advance of preparation of production materials.
Basic account information ($50 per account)
Basic account information – expedited handling ($75 per account)
Development or programming required to comply with extraordinary production requests ($125/hour)
Threshold 360 legal counsel, if required ($200/hour)
Courier charges (actual cost incurred)
Pursuant to 18 U.S.C. § 2706, Threshold 360 reserves the right to require payment by a “governmental entity obtaining the contents of communications, records, or other information… a fee for reimbursement for such costs as are reasonably necessary and which have been directly incurred in searching for, assembling, reproducing, or otherwise providing such information. Such reimbursable costs shall include any costs due to necessary disruption of normal operations of any electronic communication service or remote computing service in which such information may be stored.”
No Third Party Rights
Threshold 360 will apply this Subpoena Policy to any subpoena in its sole discretion. This Subpoena Policy does not create any enforceable legal rights, either for Website Users or for requesting parties and there are no intended or incidental third party beneficiaries to this policy.
XIII. COPYRIGHT NOTICE
Copyright© 2017 Threshold 360, LLC. All rights reserved. Any rights not expressly granted herein are reserved.