CEED ENTERPRISES LLC TERMS OF SERVICE
July 2008
1. Acceptance of Terms
CEED Enterprises LLC and its affiliates AmuseTV, Theos the Spiritual Channel,
Woman2Woman, EdOnline, CEED Academy, Tricom University, and all other affiliates
associated with CEED Enterprises LLC provide our Internet sites and the content,
products and services offered on or through those sites (collectively, the "Services"),
to you subject to the following Terms of Service ("TOS"). Your use
of the Services in whole or in part constitutes your binding acceptance of these
TOS. If you do not agree to these TOS, you should not use the Services. Some
Services may be subject to additional posted rules, policies and terms. When
you use those Services, you and CEED ENTERPRISES LLC shall be subject to those
additional conditions, which are incorporated by reference into these TOS (and,
consequently, form part of your agreement with us). Other Services may be governed
by different usage terms (for example, different usage terms apply to users
of our Gamasutra Internet site). In the event of an inconsistency between these
TOS and any additional posted conditions or separate usage terms, the provisions
of the additional conditions and/or separate usage terms shall control. Because
we may modify all or any part of these TOS from time to time without notice
to you, you should check back often so you are aware of your current rights
and responsibilities. Your continued use of a given Service after changes to
the TOS have been published on that Service constitutes your binding acceptance
of the updated TOS. If at any time the TOS are no longer acceptable to you,
you should immediately cease all use of the Services.
2. Description of Services
The Services include a combination of content that we create and that other
third party content suppliers create. In addition, some Services provide you
and other users with an opportunity to submit, post, display, transmit and/or
exchange information, ideas, opinions, photographs, images, video, creative
works or other information, messages, transmissions or material to us or others
on or through that Service (collectively, the "Postings"). We adhere
to high journalistic standards, and use every reasonable effort to provide informative
and relevant content as part of the Services. However, in using the Services,
you may be exposed to content that you find offensive, indecent, objectionable
or that is inaccurate and you bear all risks associated with using that content.
You understand that the Services are provided by CEED Enterprises LLC "AS
IS", as further described in Section 15 of these TOS, and that CEED ENTERPRISES
LLC does not guarantee the accuracy, integrity or quality of any content available
on or through the Services. In this regard, you acknowledge that you may not
rely on any of this content, whether created by or submitted to CEED ENTERPRISES
LLC, including, but not limited to, product reviews, white papers, product descriptions,
stock quotes, or Postings on any bulletin board, chat, news group, community,
forum or other feedback section of the Services (collectively, the "Forums").
You understand that from time to time, you may communicate with, receive communications
from, or otherwise participate in or use the services or obtain goods and services
of or from, third parties (e.g., advertisers) as a result of your use of the
Services. All such communication, interaction and participation is strictly
and solely between you and such third party and CEED Enterprises LLC shall not
be responsible or liable to you in any way in connection with these activities
or transactions (including, but not limited to, any representations, warranties,
covenants, contracts or other terms or conditions that may exist between you
and the third party, or any goods or services you may purchase or obtain from
any third party). In particular, the appearance or availability of links to
third party sites on or through the Services does not constitute an endorsement
by CEED ENTERPRISES LLC with respect to the content, advertising, products,
or other materials available on or from such sites. You further understand and
agree that the Services may include certain communications from CEED ENTERPRISES
LLC (such as administrative messages and certain newsletters), and that these
communications are considered part of the Service and you may not be able to
opt out of receiving them. Unless explicitly stated otherwise, any new features
that augment or enhance the current Services shall be subject to the TOS. Finally,
you are responsible for obtaining access to the Services and that access may
involve third party fees (such as Internet service provider or airtime charges).
You are responsible for those fees, including those fees associated with the
display or delivery of advertisements. In addition, you must provide and are
responsible for all equipment necessary to access the Services.
3. General Rules of Conduct
Your use of the Services is subject to all applicable local, state, national
and international laws and regulations, and you agree not to violate such laws
and regulations. In addition, you agree that:
• you will not interfere with another member's use and enjoyment of the
Services; you will not interfere with or disrupt the security measures of the
Services; you will not interfere with or disrupt networks connected to the Services,
and will comply with all regulations, policies and procedures of such networks;
and
• you will comply with United States law regarding the transmission of
technical data exported from the United States.
You further agree that you will not use the Services to:
• send or result in the transmission of junk e-mail, chain letters, duplicative
or unsolicited messages, or so-called "spamming"; harm minors in any
way; promote or generate revenue for any business or commercial purposes, whether
or not for a charge or through linking with any other web services or pages,
unless authorized by CEED ENTERPRISES LLC; impersonate any person or entity;
intentionally or unintentionally violate any applicable local, state, national
or international law; "stalk" or otherwise harass another; or
• collect or store personal data about other users.
4. Postings
Although we reserve the right to edit Postings prior to their inclusion on the
Services, as a general matter CEED ENTERPRISES LLC does not screen or monitor
such content with the exception of blogs and chats offered on CEEDTV, AmuseTV,
Theos, or any affiliates reated to CEED Enterprises LLC. Therefore, you understand
that you are solely responsible for all Postings and other materials, whether
publicly posted or privately transmitted, that are uploaded, posted, emailed,
transmitted or otherwise made available from your email address on our through
the Services. You further agree that your Postings will not violate these TOS.
Specifically, you represent and warrant that your Postings will not contain
any material that:
• is false, inaccurate, or misleading; infringes any third party's copyright,
patent, trademark, trade secret or other proprietary rights, or rights of publicity
or privacy; violates a nondisclosure agreement, or violates any law or regulation
(including, without limitation, those governing export control, unfair competition,
or false advertising); is defamatory, constitutes trade libel or product disparagement,
or is unlawfully threatening or harassing; is obscene or contains child pornography;
or
• contains viruses, Trojan horses, time bombs, worms, cancelbots, easter
eggs or other computer programming routines that may damage or interfere with
the operation of any system, or unlawfully intercept any data or personal information.
You also agree that you will not:
• reproduce, distribute, republish or retransmit material posted by any
other Services users without the permission of that user and CEED ENTERPRISES
LLC; take any action that imposes an unreasonable or disproportionately large
load on our infrastructure; or
• interfere or attempt to interfere with the proper working of the Services,
any activities conducted on or through the Services, or any networks through
which you access the Services.
You further represent and warrant that:
• your Postings will be original and/or you will obtain all third-party
permission necessary for the use of the Postings as set forth below; you are
the sole and exclusive owner of all rights herein conveyed to CEED ENTERPRISES
LLC and its affiliates; and
• you have the full and restricted power to convey such rights to CEED
ENTERPRISES LLC and its affiliates free and clear of the claims of any other
person or entity.
In sum, Postings do not reflect the views of CEED ENTERPRISES LLC and CEED ENTERPRISES
LLC does not verify, endorse, of vouch for any such content. We do, however,
enforce these TOS, and if we determine in our sole discretion that any Posting
is inaccurate, was posted without authorization, or otherwise does or may violate
these TOS, we reserve the right, at any time, without prior notice and without
limiting any and all other rights we may have, at law or in equity, to (a) modify,
refuse or remove the Posting; (b) revoke the applicable user's right to use
the Services; and/or (d) use any technological, legal, operational or other
means available to CEED ENTERPRISES LLC to enforce the provisions of these TOS,
including, without limitation, blocking specific IP addresses or deactivating
the applicable user's registration.
Finally, you specifically grant to CEED ENTERPRISES LLC and its affiliates and
service providers (or warrant that the owner of such content grants to CEED
ENTERPRISES LLC and its affiliates and service providers) a perpetual, worldwide,
royalty-free, irrevocable, nonexclusive right and license, sublicensable through
multiple tiers, to:
• use, reproduce, modify, adapt, publish, translate, create derivative
works from, distribute, perform and display all Postings submitted by you or
through your account, in whole or in part; use, in whole or in part, your name,
likeness, photograph, voice, company name, screen name, e-mail address and/or
other identifying information submitted by you as part of or in connection with
such Postings ("Image"), and reproduce, publish, create derivative
works from, distribute, perform and display materials containing the same; and
• incorporate the Postings and the Image in other works in any form, media
or technology now known or later developed throughout the universe, and reproduce,
publish, display and otherwise distribute the same.
For sake of clarity, by virtue of the above grant, you also give CEED ENTERPRISES
LLC and its affiliates permission to copy your Postings and the Image as part
of the normal backup process and/or to archive discussions containing your Postings
and/or the Image.
5. CEED ENTERPRISES LLC's Proprietary Rights
All Services design, text, images, photographs, illustrations, audio and video
material, artwork, graphic material, database, proprietary information and all
copyrightable or otherwise legally protectible elements of the Services, including,
but not limited to, the selection, sequence and 'look and feel' and arrangement
of items, and all trademarks, service marks and trade names, excluding any of
your Postings (individually and/or collectively, "Material"), are
the property of CEED ENTERPRISES LLC, its subsidiaries, affiliates, licensors
or suppliers and are legally protected, without limitation, under U.S. Federal
and State, as well as applicable foreign, laws, regulations and treaties. The
compilation of all content on each site is the exclusive property of CEED ENTERPRISES
LLC. You may not reproduce, modify, create derivative works from, display, perform,
publish, distribute, disseminate, broadcast or circulate to any third party
(including, without limitation, on or via a third party web site), or otherwise
use, any materials contained on the Services (except for your Postings) without
the express prior written consent of CEED ENTERPRISES LLC or its owner if CEED
ENTERPRISES LLC is not the owner. In particular, you may not frame any Material
without the express prior written consent of CEED ENTERPRISES LLC or the Material
owner. You must not alter, delete or conceal any copyright or other notices
contained on the Services, including notices on any Material you download, transmit,
print or reproduce from the Services. Any unauthorized or prohibited use of
any Material, may subject you to civil liability or criminal prosecution, or
both, under applicable federal and state laws. You further agree not to access
the Service by any means other than through the interface that is provided by
CEED ENTERPRISES LLC for use in accessing the Service.
6. Forums, Blogs, Chat Rooms
Some of our Services give users the opportunity to participate in Forums operated
by CEED ENTERPRISES LLC or by a third party. We ask that our users exercise
appropriate caution when participating in any type of Forum. In particular,
please remember that if you publicly disclose personal identifying information,
such as your name or email address, in connection with a Forum, the information
may be collected and used by others. You should also take reasonable precautions
with regard to any material you download from or through Forums (for example,
scanning for viruses or other damaging computer programming routines). Finally,
you agree to use the Forums only to send and receive messages and material that
are proper and related to that particular Forum.
7. Directories and Other Membership Listings
Some of our Services allow users to make some of their personal information
(including, but not limited to, name, company affiliation and job title) available
to other visitors as part of a membership directory or other listing for that
Service. Please remember: If you do not want certain information to be available
to other Service users, you should not include it in any membership directory
listing. As with all other content on the Services, we reserve the right to
refuse (or remove) listings in our sole discretion, and without prior notice,
if we determine that they are inaccurate, were posted without authorization,
or otherwise violate these TOS.
8. Promotions
Some of our Services may from time to time conduct promotions, including, but
not limited to, auctions, contests and sweepstakes ("Promotions").
Each Promotion will have additional terms, conditions and rules which will be
posted or otherwise made available to you and, for purposes of each Promotion
in which you participate, will be deemed incorporated by reference into these
TOS (and therefore a part of your agreement with CEED ENTERPRISES LLC).
9. Fee-Based Services
Some of our Services require that you to pay a fee to access or use such Service,
as described in the specific conditions included where those Services are offered.
You agree to pay all fees and charges that you incur. Unless otherwise noted,
all currency references are in U.S. dollars. We may, upon notice if required
by applicable laws, at any time change the amount of, or basis for determining,
any fee or charge, or institute new fees or charges. All fees and charges are
payable in accordance with payment terms in effect at the time the fee or charge
becomes payable.
10. Registrations Obligations
Some of our Services require that you register with that Service in order to
access or use it. If such registration is required, you agree that you will
provide accurate information (such as your real name and a valid e-mail address)
and will update your relevant information if it becomes outdated. If you provide
any information that is, or that CEED ENTERPRISES LLC in its reasonable discretion
determines may be, untrue, inaccurate, not current or incomplete, CEED ENTERPRISES
LLC has the right, without prior notice, to suspend or terminate your account
and refuse any and all current or future use of the Services (or any portion
thereof). For more detailed information about how we treat the registration
information you provide to us, please see our Privacy
Policy, which is incorporated by reference into these TOS (and therefore
a part of your agreement with us).
11. Passwords and Other Security Issues
If we issue you a password, you agree to help protect your information by guarding
that password, and by changing it as soon as possible if you believe its security
has been compromised. If CEED ENTERPRISES LLC allows you to choose a username
and you select, in CEED ENTERPRISES LLC's sole discretion, one that is obscene,
indecent, abusive or which is otherwise objectionable, CEED ENTERPRISES LLC
has the right, without prior notice to you, to automatically change your username,
delete your Postings under it, deny you access to the Services, or any combination
of these options. You may not transfer your registration, password or user name
to another person or share it with anyone. We will not be responsible for any
loss or damage that may result if you fail to comply with these requirements.
If you believe your information has been used without your authorization, you
agree to notify CEED ENTERPRISES LLC immediately.
12. Privacy Policy
CEED ENTERPRISES LLC respects your privacy. Please see our Privacy
Policy for important information and disclosures relating to the collection
and use of your personally identifiable information in connection with your
use of the Services.
13. Service Deactivation or Termination
We have the right, but not the obligation, to take any of the following actions
in our sole discretion at any time and for any reason without giving you any
prior notice:
• Restrict, suspend or terminate your access to all or any part of our
Services;
• Refuse, move or remove for any reason any material that you submit on
or through the Services;
• Refuse, move, or remove any content that is available on or through
the Services;
• Deactivate or delete your accounts and all related information and files
in your account;
• Establish general practices and limits concerning use of the Services
We may take any of the above actions for any legitimate business reason, as
determined by CEED ENTERPRISES LLC in its sole discretion, including, but not
be limited to, (a) breaches or violations of the TOS or other incorporated agreements
or guidelines, (b) requests by law enforcement or other government agencies,
(c) a request by you, (d) discontinuance or material modification to the Services
(or any part thereof), and (e) unexpected technical or security issues or problems.
You agree that we will not be liable to you or any third party for taking any
of these actions.
14. Indemnification
You hereby agree to indemnify, defend and hold CEED ENTERPRISES LLC, its subsidiaries,
parent corporation and affiliates, and all of their respective officers, directors,
owners, employees, agents, licensors, representatives, licensors and suppliers
(collectively, the "CEED ENTERPRISES LLC Parties"), harmless from
and against any and all liability, losses, expenses, damages and costs (including
attorneys' fees), incurred by any CEED ENTERPRISES LLC Party in connection with
any claim arising out of your use of the Services, any use or alleged use of
your accounts or your passwords by any person, whether or not authorized by
you, the content you submit, post, transmit or make available through the Services,
your violation of these TOS, your connection to the Services, or your violation
of the rights of any other person or entity.
CEED ENTERPRISES LLC reserves the right to assume, at its sole expense, the
exclusive defense and control of any claim, action or other matter for which
you are required to indemnify us, and all negotiations for settlement or compromise
thereof, and you agree to fully cooperate with CEED ENTERPRISES LLC in the defense
of any such claim, action, settlement or compromise negotiations, as requested
by CEED ENTERPRISES LLC.
15. Disclaimers of Warranties
THE SERVICES, AND MATERIALS, PRODUCTS AND POSTINGS ARE MADE AVAILABLE ON AN
"AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION,
PROMISE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE
THE SERVICES WILL BE AVAILABLE FOR USE, OR UNINTERRUPTED OR ERROR FREE, OR THAT
ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM
AS DESCRIBED OR THAT ANY ERRORS WILL BE CORRECTED. IN ADDITION, ANY MATERIAL
THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN
DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES
TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY
SUCH MATERIAL. Without limiting the foregoing, CEED ENTERPRISES LLC is not responsible
or liable for any malicious code, delays, inaccuracies, errors, or omissions
arising out of your use of the Services. As between you and CEED ENTERPRISES
LLC, you are assuming the entire risk as to the quality, accuracy, performance,
timeliness, adequacy, completeness, correctness, authenticity, security and
validity of any and all features and functions of the Services, including, without
limitation, postings and materials associated with your use of the Services.
Under no circumstances shall any CEED ENTERPRISES LLC Party be liable for any
loss or damage caused by your reliance on information obtained through the Services.
It is your responsibility to evaluate the information, opinion, advice, or other
content available through the Services.
16. Limitation of Liability
IN NO EVENT SHALL ANY CEED ENTERPRISES LLC PARTY BE LIABLE TO YOU OR ANY OTHER
PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING NEGLIGENCE, FOR DAMAGES OF ANY
KIND ARISING FROM THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT,
INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST
INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC
LOSS, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN
IF SUCH CEED ENTERPRISES LLC PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. BY USING THE SERVICES, YOU AGREE THAT
THIS LIMITATION WILL APPLY TO ANY MERCHANDISE, SERVICES, AND CONTENT THAT MAY
BE AVAILABLE THROUGH SUCH SERVICES. IN THE EVENT THAT APPLICABLE LAW DOES NOT
ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN
NO EVENT SHALL THE TOTAL LIABILITY OF ANY CEED ENTERPRISES LLC PARTY TO YOU
FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED ONE HUNDRED
DOLLARS ($200.00). Notwithstanding any claim that a sole or exclusive remedy
which is provided in this agreement may or does fail of its essential purpose,
you specifically acknowledge and agree that your sole and exclusive remedy for
any loss or damage shall be to have CEED ENTERPRISES LLC, upon written notice
from you to us, attempt to repair, correct or replace any deficient Service
and, if repair, correction or replacement is not reasonably commercially practicable
for CEED ENTERPRISES LLC, in its sole discretion, to refund any monies actually
paid by you for the Service involved and to terminate and discontinue your use
of the Services.
17. Miscellaneous
General. This site is created, controlled and operated by CEED ENTERPRISES LLC
in the USA, and is intended solely and exclusively for residents of the United
States, its territories and possessions who are at least 13 years of age or
older. If you choose to access this site from another location, you are responsible
for complying with local laws, if and to the extent that local laws apply.
Entire Agreement. These TOS, including the policies referred to in these TOS,
constitute the entire agreement between you and CEED ENTERPRISES LLC and govern
your use of the Services, superceding any prior agreements between you and CEED
ENTERPRISES LLC. As noted above, you also may be subject to additional terms
and conditions that may apply when you use or purchase certain other CEED ENTERPRISES
LLC services, affiliate services, third-party content or third-party software.
These TOS cannot be changed or terminated orally. Notice. We may be required
by state or federal law to notify you of certain events. You hereby acknowledge
and consent that such notices will be effective upon our posting them on or
through the Services or delivering them to you through email. You may update
your email address by visiting the Services where you have provided contact
information. If you do not provide us with accurate information, we cannot be
held liable if we fail to notify you. You have the right to request that we
provide such notices to you in paper format, and may do so by contacting the
General Counsel, CEED ENTERPRISES LLC, Suite 127 497 N Clovis Avenue, Clovis,
CA 93611. If you are a California resident, you may have this same information
emailed to you by sending a letter to the foregoing address with your email
address and a request for this information.
Assignment. You agree that the TOS may be automatically assigned, in whole or
in part, by CEED ENTERPRISES LLC or its affiliate to a third party, in our sole
discretion, in connection with a merger, acquisition, reorganization or sale
of substantially all of our assets, in whole or in part.
Choice of Law and Forum. The formation, construction and interpretation of this
agreement shall be controlled by the laws of the State of California, giving
no effect to choice of law provisions. The U.N. Convention of Contracts for
the International Sale of Goods is expressly excluded from any interpretation
of this Agreement. Any dispute relating to this agreement shall be subject to
the exclusive jurisdiction of the state and federal courts in California, U.S.A.,
and the parties agree to submit to the personal and exclusive jurisdiction of
these courts.
No Third Party Beneficiaries. You agree that, except as otherwise expressly
provided in this TOS, there shall be no third party beneficiaries to this Agreement.
Waiver and Severability of Terms. The failure of CEED ENTERPRISES LLC to exercise
or enforce any right or provision of the TOS shall not constitute a waiver of
such right or provision. If any provision of the TOS is found by a court of
competent jurisdiction 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 the other provisions of the TOS remain in full force and
effect.
Statute of Limitations. You agree that regardless of any statute or law to the
contrary, any claim or cause of action arising out of or related to use of the
Service or the TOS must be filed within one (1) year after such claim or cause
of action arose or be forever barred.
18. Violations
CEED ENTERPRISES LLC respects the intellectual property of others, and we ask
our users to do the same. If you believe that content you own has been copied
and made accessible in a manner that violates your intellectual property rights,
please leave a message with us click here.
For questions about terms of service, the practices of this site or any dealings with CEED ENTERPRISES LLC, contact us at:
CEED Enterprises LLC
795 Folsom Street 1st Floor
San Francisco, CA 94107 USA
415-848-2440