Category I – Personally Identifiable Information is information we collect on our Website that can be used to identify or contact you, including, but not limited to, your name, mailing address, phone number, and email address. We only collect Personally Identifiable Information you voluntarily choose to provide to us. We may also request information from you about your shopping and product preferences, although you are not required to give that information.
We will not facilitate the merging of personally-identifiable information with non-personally identifiable information collected through any Google advertising product or feature unless we have robust notice of, and our user’s prior affirmative (i.e., opt-in) consent to, that merger.
You do not have to provide us with any Personally Identifiable Information to visit our Website. In fact, you can browse most of our Website without giving us any personal information. If you choose to withhold requested information, however, you may not be able to use some features of our website.
Category II – Information on users who visit our site. From these users, we collect and store only the following information:
1. the domain name through which you gained access to our website;
2. the location where you gained access to our website;
3. the precise time and date that you entered our website.
PROTECTION OF INFORMATION
We offer secure web pages to collect customer information and we store certain kinds of data in encrypted form. We exercise great care to follow technical and management practices to help protect the confidentiality, security and integrity of data stored on our system. While no computer system is perfectly secure, the measures implemented by our Website decrease the likelihood of security problems to a level appropriate to the type of data involved.
CONFIDENTIALITY OF CUSTOMER INFORMATION
Information about our customers is very important, and it is not our policy to sell or otherwise provide access to such information to unaffiliated third parties. We require all of our staff to maintain the strict confidentiality of confidential information entrusted to them unless disclosure is duly authorized or is required by law.
If you visit third party sites through links on this website, Bay Oak Law is not responsible for protecting private information on such sites. Use of these third party sites is fully at your own risk.
If you have any privacy concerns or questions, please contact us by writing to:
Bay Oak Law
180 Grand Ave Ste 700
Oakland CA 94612-3763
Bay Oak Law does not discriminate on the basis of age, gender, race, ethnicity, nationality, religion, sexual orientation, or any other protected status.
I understand that the Website reserves the right to amend this agreement in the future. I will be given the chance to review and object to those amendments by foregoing further use of the Website. Continued use of the Website after being given notice of these amendments will constitute acceptance of these amendments. If I do not agree with these amendments, I will not use the website.
I acknowledge that the Website makes available a variety of Online Services through its website, subject to these General Terms and Conditions (“Terms and Conditions”). When I am using any service on the Website that does not have a separate legal agreement, the Terms and Conditions set forth here will apply. The Website also may supplement the Terms and Conditions with posted guidelines or rules applicable to specific areas of the website; by my use of this website, I agree to these Terms and Conditions.
Because the Terms and Conditions contain legal obligations, I will read them carefully.
I will direct any legal questions to:
Andrew K Jacobson
Bay Oak Law
180 Grand Ave Ste 700
Oakland CA 94612-3763
GENERAL TERMS AND CONDITIONS
Conditions and Restrictions on Use – I understand that use of the Online Services is subject to compliance with these Terms and Conditions.
I acknowledge and agree that the Website may terminate my access to the Website or to any of the Online Services should I fail to comply with the Terms and Conditions, or any other guidelines and rules published by the Website. Any such termination shall be in the website’s sole discretion and may occur without prior notice, or any notice. The Website further reserves the right to terminate any user’s access to the Website for any conduct that the website, in its sole and unfettered discretion, believes is or may be directly or indirectly harmful to other users, to the website, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. By accepting this Agreement, I agree to give the Website such discretion. The Website further reserves the right to terminate any user’s access to the Website or to any of the Online Services for any reason or for no reason at all, in the website’s sole discretion, without prior notice, or any notice.
RESPONSIBILITY FOR MINORS
In cases where I have authorized a minor to use the Online Services, I recognize that I am fully responsible for:
1. the online conduct of such minor;
2. controlling the minor’s access to and use of the Online Services; and
3. the consequences of any misuse by the minor. I acknowledge that some areas of bayoaklaw.com may contain material that is inappropriate for minors.
PARENTAL CONTROLS AND CHILD SAFETY
I acknowledge that certain material available on the Internet is not appropriate for minors. To prevent or limit children’s access to such materials, a number of parental control protections (such as computer hardware, software, or filtering services) are commercially available. I understand that the Website encourages the use of such protections.
I acknowledge and agree that all information, code, data, text, software, files, or other materials (“Content”), whether publicly posted or privately transmitted, is or are the sole responsibility of the person from which such Content originated. This means that I, and not the website, am entirely responsible for all Content that I upload, post, email or otherwise transmit via the Services. The Website does not control the user or third party Content posted via the Services, and, as such, does not guarantee the accuracy, integrity or quality of such user or third party Content. I acknowledge and agree that by using the Services, I may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will the Website be liable in any way for any user or third party Content, including, but not limited to, for any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, emailed or otherwise transmitted via the Online Services. As a general matter, the Website does not pre-screen user or third party Content posted on the website, although the Website reserves the right to do so. The Website does not guarantee that any screening will be done to my satisfaction or that any screening will be done at all. The Website reserves the right to monitor some, all, or no areas of the Services for adherence to these Terms and Conditions or any other rules or guidelines posted by the Website.
I am aware that the Website is for general audiences, although there may be some areas on the Website that may contain adult or mature content. Where there is mature or adult content, individuals who are less than 18 years of age, or are not permitted to access such content under the laws of any applicable jurisdiction, may not access such content. There are also other (mainly commerce-related) areas of the Website not open to persons under 18 years of age. With respect to general audience content, if the Website learns that anyone under the age of 13 has accessed the Online Services, Website will require verified parental consent, in accordance with COPPA, the Children’s Online Privacy Protection Act of 1998. Certain areas of the website, however, may not be available to children under 13 under any circumstances.
I understand that the Website services may only be used for the intended purpose for which such Services are being made available.
COMMUNICATIONS WITH USERS
I consent to receive communications from the Website concerning my use of the Online Services (“Communications”). The Communications may be those that the Website is required to send to me by law concerning the Online Services (“Required Communications”). The Communications may also be those that the Website sends to me for other reasons. I consent to receive Communications electronically. The Website may provide these Communications to me by sending an email to the email address I provided in connection with my account or by posting the Communication on the Website I also consent to receive Communications by telephone or by postal mail sent to the postal address I provided in connection with my account.
REGISTRATION AND PRIVACY
I acknowledge that certain of the Online Services will require the user to register and provide certain data. In consideration of the use of such Online Services, in registering and providing such data, I represent and warrant that:
1. the information about myself is true, accurate, current, and complete (apart from optional items) as required by various the Website registration forms (“Registration Data”) and
2. I will maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
I agree that if I provide any information that is untrue, inaccurate, not current or incomplete, or the Website has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Website has the right to suspend or terminate my account and refuse any and all current or future use of the Online Services.
ADVERTISERS AND CONTENT LINKED TO BAYOAKLAW.COM
I understand that the Website may provide, or third parties may provide, links to other sites or resources located on the World Wide Web by allowing a user to leave the Website to access third-party material or by bringing the third party material into this Website via “inverse” hyperlinks and framing technology. The Website has no control over such sites and resources. I acknowledge and agree that the Website is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. I further acknowledge and agree that the Website 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 use of or reliance on any such content, goods or services available on or through any such site or resource.
My correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Website’s Online Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between me and such advertiser. I agree that the Website shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Online Services.
WEBSITE’S GRANT OF RIGHTS
In exchange for my agreement to comply with all the terms and conditions of this Agreement, the Website grants me a limited license to make personal use of the Website. This license expressly excludes any resale, modification, or commercial use of the Website or any portion of the Website. I cannot create any derivative works of the Website except as expressly permitted under this Agreement.
Any unauthorized use terminates the license that the Website grants to me.
I may not use any trademark, logo, or other intellectual property of the Website or its affiliates without the express written consent of the Website. I may not use meta tags or any other “hidden text” utilizing the Website’s intellectual property without the express written consent of the Website and its affiliates.
I agree to defend, indemnify, and hold harmless the Website and each of its agents, servants, employees, heirs, representatives, officers, directors, affiliates, successors and assigns from any claims, costs, losses, damages, judgments and expenses, including but not limited to reasonable attorney’s fees, relating to or arising out of any breach of this Agreement or any use of the Website by me, or by any other person using the Website through me or using my internet connection or computer.
DISCLAIMERS OF WARRANTY
I UNDERSTAND AND AGREE THAT BAYOAKLAW.COM IS PROVIDED ON AN “AS IS” BASIS. I USE THIS SERVICE IS AT MY SOLE RISK.
I acknowledge that to the fullest extent allowed under applicable law, the Website disclaims all warranties of any kind. This includes express or implied warranties, and includes, but is not limited to, warranties of title, or implied warranties of merchantability or fitness for a particular purpose.
I agree that the Website and its agents, servants, employees, heirs, representatives, officers, directors, affiliates, successors and assigns cannot represent or warrant
1. that the Website will always be secure, available or will be uninterrupted;
2. that the Website, including its content, will meet my requirements or be reliable, accurate, or complete, reliable;
3. that the Website will be free from worms, viruses, Trojan horses or other such attacks;
4. the accuracy, reliability, timeliness, or completeness of any review, recommendation, or other material published or accessible on or through the Website or the site;
5. any implied warranty arising from course of dealing or usage of trade; or
6. that the Website is non-infringing.
I understand that the Website disclaims (and I hereby waive and release the Website from) any and all rights, liabilities, obligations, claims or remedies in or out of tort arising out of or in connection with this Agreement, or the Website, whether or not arising from the negligence of the Website.
I acknowledge that if I purchase a product or service reviewed by another user of the Website or otherwise as a result of using the Website or any review, and a dispute arises between me and the seller, I release the Website and its agents, servants, employees, heirs, representatives, officers, directors, affiliates, successors and assigns, from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct or consequential, arising out of or in any way connected with such disputes.
I understand that some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to me. I may also have other legal rights, which vary from jurisdiction to jurisdiction.
INDEMNITY AND RELEASE
By using the Website, I agree to indemnify the Website and its parents, subsidiaries, affiliates, officers, directors, employees, and licensors and hold them harmless from any and all claims and expenses, including attorney’s fees, arising from my use of the Website, my use of the Online Services, or my submission of ideas and/or related materials to the Website or from any person’s use of any account or password I maintain with any portion of the Website, regardless of whether such use is authorized by me. By using the Website, using the Online Services, or submitting any ideas and/or related materials to the Website, I am hereby agreeing to release the Website and agents, servants, employees, heirs, representatives, officers, directors, affiliates, successors and assigns from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that I may have against them arising out of or in any way related to such disputes and/or to the Online Services or to any disputes regarding use of ideas and/or related materials submitted to the Website. I HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, I SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES
“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 IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
LIMITATION OF ACTIONS
I acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action I may have arising out of, or relating to, my use of the Online Services must be filed within one (1) year after such claim or cause of action arises, or forever be barred. If for any reason a court of competent jurisdiction finds any provision of the Terms and Conditions or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Terms and Conditions, and the remainder of this Terms and Conditions shall continue in full force and effect.
I acknowledge that all materials appearing on the Website are protected by United States copyright laws. Any reproduction or distribution, except for personal, informational use, is a violation of copyright. If I would like to make copies and/or distribute any portion of this website, I will contact the Website.
The Website and I agree that all disputes and claims relating in any way to this Agreement (including the arbitrability of any claim or dispute and the enforceability of this paragraph), shall be submitted to and resolved by means of confidential arbitration conducted in Alameda County of the State of California. To the extent permitted by law, no arbitration under this Agreement shall be joined to an arbitration involving any other current or former user of the Website, including through class actions. If the Website and I cannot agree on arbitrators, they shall be appointed by the Alameda County Superior Court. The arbitration shall be conducted under the then-prevailing Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The Website and I may litigate in court only to (1) compel arbitration under this Agreement or to (2) confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. This Agreement excludes application of the United Nations Convention of Contracts for the International Sale of Goods.
By using the Online Services, I agree, without limitation or qualification, to be bound by, and to comply with, these Terms and Conditions and any other posted guidelines or rules applicable to the Website. All such guidelines and rules are hereby incorporated by reference into the Terms and Conditions.
I agree that I will not use the Website’s Services to:
1. Upload, post, email, otherwise transmit, or post links to any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.
2. Upload, post, email, otherwise transmit, or post links to any Content that promotes illegal activity, including without limitation the provision of instructions for illegal activity.
3. Upload, post, email, otherwise transmit, or post links to any Content that exploits the images of children under 18 years of age, or that discloses personally identifying information belonging to children under 18 years of age.
4. Harm minors in any other way.
5. Make any sexual request on behalf of a minor or make any sexual request of a minor.
6. “Stalk” or otherwise harass another.
7. Collect or store personally identifying information about other users for commercial or unlawful purposes.
8. Impersonate any person or entity, including, but not limited to, the Website, official, employee, forum leader, guide or host, or falsely state or otherwise misrepresent my affiliation with a person or entity.
9. Employ misleading email addresses or falsify information in the header, footer, return path, or any part of any communication, including emails, transmitted through the Online Services.
10. Upload, post, email, otherwise transmit, or post links to any Content that I do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
11. Upload, post, email, or otherwise transmit, or post links to any Content that facilitates hacking.
12. Upload, post, email, otherwise transmit, or post links to any Content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights (“Rights”) of any party, or contributing to inducing or facilitating such infringement. This prohibition shall include, without limitation, the following forms of software piracy:
a. Making available copyrighted software or other Content that has had the copyright protection removed. Making available serial numbers for software that can be used to illegally validate or register software.
b. Making available tools that can be used for no purpose other than for “cracking” software or other copyrighted Content.
c. Making available any software files for which the user does not own the copyright or have the legal right to make available.
13. Upload, post, email, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose.
14. Upload, post, email, otherwise transmit, or post links to any material that contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Services or the Website.
15. Use automated means, including spiders, robots, crawlers, or the like, to download data from the Website database.
16. Conduct my own contests or promotions.
17. Upload, post, email, otherwise transmit, or post links to any Content regarding any raffle, contest or game requiring a fee by participants.
18. Modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any Content from the Website database, including, without limitation, by incorporating data from the Website database into any e-mail or “white pages” products or serviced, whether browser-based, based on proprietary client-site applications, web-based, or otherwise.
19. Sell, distribute, or make any commercial use of data obtained from the Website database or make any other use of data from the Website database in a manner which could be expected to offend the person for whom the data is relevant.
20. Create and maintain a web page that:
a. redirects to another web page or
b. stores or hosts content for remote loading by other web pages.
21. Create and maintain a web page that contains hyperlinks to content not permitted on the Website.
22. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services.
23. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
24. Use the Services to sell, purchase, or offer to sell or purchase any registered or unregistered securities.
25. Upload, post, email, otherwise transmit, or post links to any material that is false, misleading, or designed to manipulate any equity, security, or other market.
26. Disobey the Website’s employee or representative or interfere with any action by the Website’s employee or representative to redress any violation of these Terms and Conditions.
27. Access the Services after my account or access has been terminated by the Website.
28. Purchase any goods or services that I am prohibited from purchasing or possessing by any law applicable to me in my jurisdiction. The responsibility for ensuring compliance with all such laws shall be the user’s alone. By submitting an order to purchase goods or services, I represent and warrant that I have the legal right to purchase such goods or services.
29. Use any software deployed in connection with the Services to process data as a service to other entities without the express written consent of the Website or the party from whom such software may be licensed.
30. Decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Services.
31. Advertise, offer for sale, or sell any item I am prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law.
32. Upload, post, email, otherwise transmit, or post links to any material, or act in any manner, that is offensive to the Website or the spirit of these Terms and Conditions.
33. Advertise, offer for sale, or sell any of the following items:
a. any firearms, explosives, or weapons;
b. any food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants;
c. any alcoholic beverages;
d. any tobacco products for human consumption, including such things as cigarettes, cigars, and chewing tobacco;
e. any items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature, or are harmful to minors;
f. any controlled substances or pharmaceuticals;
g. any items that are counterfeit or stolen;
h. any dangerous items;
i. any goods or services that do not, in fact, exist;
j. any registered or unregistered securities;
k. any items that violate or infringe the rights of other parties;
l. any items that I do not have the legal right to sell; or
m. any items where paying the Website any of the required transactional or listing fees would cause the Website to violate any law.
I acknowledge and agree that the Website and its designees shall have the right (but not the obligation), in their sole discretion, to refuse to publish, remove, or block access to any available Content at any time, for any reason, or for no reason at all, with or without notice. I understand that the Website and its designees shall have the right (but not the obligation), in their sole and unfettered discretion, to refuse to publish, remove, or block access to any Content that violates the Terms and Conditions or is otherwise objectionable as determined by the Website, in its sole discretion. The Website may also terminate access to the Website, or any portion thereof, for violating these Terms and Conditions. I acknowledge and agree that I must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
I expressly acknowledge and agree that the Website may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce the Terms and Conditions;
(c) respond to claims that any Content violates the rights of third-parties; or
(d) protect the rights, property, or personal safety of the Website, its users and the public.
I acknowledge and agree that the technical processing and transmission of the Services, including my Content, may involve:
(a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting networks or devices.
The Website also may suspend or terminate any user account for any Service because of user inactivity. What is considered “user inactivity” varies depending on the Product or Service. If one of my accounts is suspended or terminated for inactivity, my right to use such Service immediately ceases.
I understand that the Website encourages me to refer family, friends, and others to use the Website. However, I may do so only through methods that are consistent with the terms and conditions of both my own Internet Service Provider (“ISP”) and the standards of acceptable Internet behavior and use. In particular, I cannot use the Website trademarks, or other intellectual property, with the sending of “spam,” or unsolicited email. I also cannot use the Website resources to deliver, relay, or transmit spam in any other way. I cannot engage in any of these prohibited activities by using the service of any other ISP, third-party agent, remailing service, or address forwarding service, in such a way that the network addresses, Web service, or email services of the Website are identified as being associated with the sending of unsolicited email in any way. I agree that such use will entitle the Website to end this Agreement without notice to me, and that other prohibited methods of advertising or promoting my involvement with the Website include multiple postings of messages to websites, newsgroups, mailing lists, chat rooms (including interactive communication services like Twitter, IRC, AIM, or ICQ), or other online forums. If I learn of incidents of “spamming” or similar inappropriate behavior involving the Website, I will report it to the Website. I understand that the Website will respect my privacy to the greatest extent allowed by law.
I understand that this Website attempts to describe products as accurately as possible. However, I understand that the descriptions or other content of this Website may not be comprehensive, correct, current, dependable, or error-free. If a product sold on this Website is not as described, it is your sole responsibility and remedy to notify Bay Oak Law and to return this product in unopened and unused condition.
ILLEGAL, UNAUTHORIZED, OR FRAUDULENT CONTENT OR ACTIVITIES
I understand that the Website can, but is not obligated to, monitor any activity on its Website. I agree that the Website may investigate any reported violation of its policies or the law, and take any action it deems appropriate, including terminating access to the Website immediately and without notice. I acknowledge that the Website may be used only for lawful purposes and in a lawful manner. I agree to comply with all applicable laws and regulations, including those in my locality.
I agree that the Website reserves the right to report any activity it has reasonable cause to believe violates any law or regulation to appropriate officials, including law enforcement or potential victims, if identifiable. Further, by using the Website I expressly consent to the following use and disclosure. The Website will:
(a) cooperate with legitimate governmental requests,
(b) protect the Website’s users and systems,
(c) ensure the integrity and operation of the Website’s business and systems.
In response to subpoenas, court orders, or legal requirements, I understand and agree that the Website may access and disclose any information it considers appropriate, including user contact details and content, internet protocol (“IP”) addresses and traffic information, and usage paths.
INTERNATIONAL USERS AND CHOICE OF LAW
I acknowledge that this Website is controlled, operated and administered by the Website from its offices within the United States of America. I agree that the Website makes no representation that materials at this Website are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. I may not use the Website or export the Materials in violation of U. S. export laws and regulations. If I access this Website from a locations outside of the United States, I am responsible for compliance with all local laws. These Terms and Conditions of use shall be governed by the laws of the State of California, without giving effect to its conflict of laws provisions.
Recourse – I agree that if I am dissatisfied with the Website or with any terms, conditions, rules, policies, guidelines, or practices of the Website in operating the Website, my sole and exclusive remedy is to discontinue using the Website.
NON-WAIVER AND SEPARABILITY
I acknowledge that the Website’s failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and agree that the other provisions of these Terms and Conditions remain in full force and effect.
RELATIONSHIP OF PARTIES
I acknowledge and agree that the Website and I are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other.
NO RESALE, ASSIGNMENT, OR SUBLICENSING
I agree not to resell, assign, sublicense, otherwise transfer, or delegate my rights or obligations under these Terms and Conditions without the prior express written authorization of the Website.
SUBMISSIONS OF IDEAS
I understand that the Website is always improving its Online Services and developing new features. If I have ideas regarding improvements or additions to the Website, we would like to hear them – but any submission will be subject to these Terms and Conditions. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO THE Website BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO BAYOAKLAW.COM, I AM WAIVING ANY AND ALL RIGHTS THAT I MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO THE WEBSITE THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH ME, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT THE WEBSITE IS FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY THE WEBSITE WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
I agree not to disclose the Website Confidential Information without the Website’s prior written consent. “The Website Confidential Information” includes without limitation:
(a) all the Website software, technology, programming, specifications, materials, guidelines and documentation relating to the Website; and
(b) any other information designated in writing by the Website as “Confidential”
or an equivalent designation.
I understand that the Website Confidential Information does not include information that has become publicly known through no breach by Me or the Website, or information that has been
(a) independently developed without access to the Website Confidential Information, as evidenced in writing;
(b) rightfully received by me from a third party; or
(c) required to be disclosed by law or by a governmental authority.
I agree that this Agreement shall be binding upon and inure to the benefit of the parties, both me and the Website, and our respective agents, servants, employees, heirs, representatives, officers, directors, affiliates, successors and assigns.
I agree that this Agreement is entered into by the parties without reliance upon any statement, representation, promise, inducement or agreement not expressly contained within this Agreement. This Agreement constitutes the entire agreement of the parties. I agree that this Agreement may not be amended except by a written instrument signed by both of the parties to this Agreement.
I agree that for all purposes this Agreement shall be deemed to be drafted jointly by each of the parties.
AUTHORITY TO EXECUTE
I warrant that I am authorized to enter into this Agreement on behalf of the party or parties I purport to represent.
If, for any reason, any provision of this Agreement is determined to be invalid or unenforceable, I agree that the remaining provisions of this Agreement nevertheless shall be construed, performed and enforced as if the invalidated or unenforceable provision had not been included in the Agreement’s text.
I agree that in the event that any action or proceeding is brought to enforce or interpret any provision of this Agreement, I agree that the party prevailing in such action or proceeding shall be entitled to recover from the other party all of the prevailing party’s costs and expenses incurred therein (including attorneys’ fees and court costs), as well as all such costs incurred in any collection effort.
I agree that this Agreement has been executed in the State of California, and the validity, interpretation, construction and enforcement of this Agreement shall be governed by the laws of the State of California. To the extent I have in any manner violated or threatened to violate the Website’s intellectual property rights, I acknowledge that the Website may seek injunctive or other appropriate relief in any state or federal court in the State of California. I consent to exclusive jurisdiction and venue in such courts.
I understand that the Website reserves to itself any rights not expressly granted herein.