Welcome to PSVILLAGE®, a professional online community of Professional Services and Consulting leaders and practitioners in the field of technology. The PSVILLAGE website at www.psvillage.com, and the services available therein are operated by PSVillage, Inc. (“PSV”), a California corporation. By using the PSVILLAGE website ("the Website"), you agree to be bound by these terms of service. In addition, if you wish to become a PSVILLAGE Member, and access PSVILLAGE Member Services ("the Services"), you must read this Terms of Service Agreement ("the Agreement"), and indicate your acceptance of the terms of the Agreement by following the instructions on the registration page, and checking the box on that page indicating that you have read the Agreement, and agree to its terms.
Some sections of the Agreement modify very important rights. In those sections, the text is written in all capital letters. As you review the Agreement, please pay particular attention to those sections in all capital letters.
1. This Agreement
The following sections describe the basic parameters of the Agreement, including requirements for eligibility to use the Website and the Services, modification of the Agreement, termination of the Agreement, and how PSV gives notice of changes to the Agreement. The Agreement was last modified on January 1, 2016.
1.1. The Agreement Generally
This Terms of Service Agreement ("the Agreement") sets forth the legally binding terms for your use of the Website and the Services. By using the Website, you agree to be bound by the Agreement, whether you are a "Visitor", which means that you are simply viewing the Website with an internet browser or other software; a “Guest” which means you are registered on the Website but have not subscribed to a paid level of membership; or you are a "Subscriber", meaning you have registered with PSV for one or more of the PSVILLAGE Services.
The term "User" refers to Visitors, Subscribers, and Guests.
The term “Member” refers to Guests, Subscribers, “Legacy” members, and anyone else who creates a user account.
You are only authorized to use the Website, whether such use is intentional or not, if you agree to abide by the Agreement and all other applicable laws. Please read the Agreement carefully and save it. If you do not agree with it, you should leave the Website immediately, and should not return to the Website in the future.
You must be eighteen (18) years old or older to use the Website, register as a Member, or access any of the Services. Use of the Website, and use of any of the PSVILLAGE services, is void where it is prohibited. By agreeing to these terms, you represent that you are eighteen (18) years old or older, have the right, authority, and capacity to enter into the Agreement, and to abide by all of the terms and conditions of the Agreement.
1.3. Modification of the Agreement
PSV may modify the Agreement from time to time and such modification will be effective upon posting on the Website. You agree to be bound to any changes to the Agreement when you use the Website after any such modification is posted. It is important that you review the Agreement regularly to ensure you are aware of any changes. The current version of the Agreement can always be viewed and printed at http://www.psvillage.com/page/terms-use
1.4. Termination of the Agreement
You agree that PSV may, without prior notice and at PSV’s sole discretion, immediately terminate your PSVILLAGE account and access to the Website. Cause for such termination may include, but is not limited to:
(a) breaches or violations of the Agreement or other incorporated agreements or guidelines;
(b) requests by law enforcement or other government agencies;
(c) at your request;
(d) discontinuance or material modification to the Website or any portion thereof;
(e) unexpected technical or security issues or problems;
(f) extended periods of account inactivity;
(g) your engagement in fraudulent or illegal activities, whether related to your use of the Website or not; or
(h) nonpayment of any fees owed by you in connection with the Website or the Services.
If PSV terminates your Membership, PSV may take any or all of the following actions:
(a) removal of access to all offerings within the Website or the Services;
(b) deletion of your password and all related information, files and Content associated with or inside your account; and
(c) barring of further use of the Website or the Services.
PSV’s failure to take one of these actions is not a waiver of its right to terminate your account and does not constitute a decision that your account is not terminated. Further, you agree that PSV will make the decision to terminate your account at PSV’s sole discretion, and that PSV will not be liable to you or to any third party for any damages resulting from termination of your account, or loss of access to the Website.
Any membership fees shall be returned at a pro-rated amount due for the unused portion of the membership beginning with the first month following the termination.
PSV may provide you with notices, including those regarding changes to the Agreement, at PSV’s sole discretion, in any manner PSVILLAGE decides, including, but not limited to, posting to the Website, email or regular mail.
2. Your Obligations
As a part of your acceptance of the Agreement, and in consideration for PSVILLAGE providing continued access to the Services or the Website, you have certain obligations. These include, but are not limited to, the obligations described in this section.
2.1. Your Registration Obligations
In consideration of your use of the Website or the Services, you represent that you are of legal age to form a binding contract and are not barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website registration form (the "Registration Data") and the Member Profile and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or PSV has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, PSV has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof). By using the Website, you represent and warrant that you have the right, authority, and capacity to enter into the Agreement and will abide by the terms and conditions of the Agreement.
2.2. Member Account, Password, and Security
Should you apply to become a Member of the Website, and should you be granted access to the Services, you will receive a password and account designation upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. By applying for membership, in addition to your consent to abide by the other terms of the Agreement, you expressly agree to:
(a) immediately notify PSV of any unauthorized use of your password or account or any other breach of security, and
(b) ensure that you exit from your account at the end of each session. PSV cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
PSV may charge a fee for certain levels of Membership in or access to the Website or the Services as it deems appropriate. More details about the costs and services associated with the different types of Membership are available at https://www.psvillage.com/become-a-member.
2.3. Bandwidth Limitations
You understand that you will use only a reasonable amount of "bandwidth," that is, that you are responsible for ensuring that the amount of data transmitted between third-parties and the PSVILLAGE website for the purposes of viewing Content that you control will remain within a reasonable limit. PSV will set that limit at its sole discretion. PSV may take any action it deems necessary to cure usage of an unreasonable amount of bandwidth, including, but not limited to, removing access to Content causing unreasonable bandwidth usage, either temporarily or permanently; temporarily or permanently suspending your Member account; or terminating the Agreement.
2.4. Member Provided Content
You understand that all user submitted information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not PSV, are entirely responsible for all Content that you transmit or make available via the Website. PSV does not control the Content posted via the Website and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Website, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will PSV be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content transmitted otherwise made available via the Website.
In certain circumstances, Users of the Website may be permitted to submit content to portions of the Website without becoming Members. Any such submissions are governed by this Agreement and, if applicable, the agreement contained on the content upload page.
More details about the permitted uses of Content on the Website is contained in Section 3.2 of this agreement (“Use of the Information and Materials on the Website”).
More details regarding the submission of Content is contained in Section 5.1 herein (“Content Submitted or Made Available for Inclusion in the PSVILLAGE Website”).
2.5. Member Conduct
You agree that you will not use the Website to:
(a) transmit or make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including, but not limited to, a PSV official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Website;
(e) transmit or make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) transmit or make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(g) transmit or make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;
(h) transmit or make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
(i) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Website are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;
(j) interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
(k) 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;
(l) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
(m) "stalk" or otherwise harass another; or
(n) collect or store personal data about other Users in connection with the prohibited conduct and activities set forth in paragraphs (a) through (m) above.
2.6. No Resale of Services
You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purpose, any portion of the Website, use of the Website, or access to the Website.
3. PSV’s Intellectual Property
PSV owns certain valuable intellectual property included in the Website. The following describes your license to use that intellectual property, and your obligations to use it in accordance with that license.
3.1. Ownership of the Information
This website contains information, text, software, photos, video, graphics, music, sounds, and other material (called "Materials") that are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights (called "Intellectual Property Rights"). These Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or developed later. All right, title, and interest in these Materials, with the sole exception of any Member-provided and user submitted Content, belong solely and exclusively to PSV.
3.2. Use of the Information and Materials on the Website
Except as you may be expressly permitted by the Agreement, you may not use, modify, adapt, reformat, download, upload, post, reproduce, broadcast, publish, display, perform, transfer or redistribute any Materials in any form, format or media or by means of any technology without obtaining the prior written authorization of PSV, and any other owner of the Intellectual Property Rights in such Materials.
You must have prior written permission from PSV to reproduce Materials from the Website, except any Content you have uploaded and provided to the Website. If you reproduce Materials from the Website with permission from PSV or as a fair use, you must preserve any copyright, trademark or other notices contained in or associated with the Materials. This means, among other things, that if the specific Material you are reproducing does not contain the relevant notices that appear on the website, you must go to the place on the website where such notices appear and copy them into the Materials you are reproducing.
3.3. PSV's Copyrights and Trademarks
All copyrights and copyrightable materials which are part of PSV that are not Member Content, including without limitation, the PSV logos, designs, text, graphics, pictures, photos, files, software, applications, code, hidden text, databases and other files and the selection and arrangement thereof are COPYRIGHT © 2012 PSVillage, Inc. ALL RIGHTS RESERVED.
PSVillage®, Connecting Professional Services Leaders Globally, and the PSVILLAGE logo are trademarks or registered trademarks of PSVillage, Inc. and may not be copied, imitated or used, in whole or in part, without the prior written permission of PSV.
PSV offers certain services to its Members. These sections describe those services, and PSV's policy for changing those services.
4.1. Description Of The Services
PSV provides Users with access to a rich collection of resources through the Website, including various communications tools, forums, search services and personalized Content. The PSVILLAGE website is an internet page designed to be accessed through the use of software such as Microsoft Internet Explorer, Firefox, Safari, Opera, or other "web browsers." Services provided through the Website and the Content of the Website could include inaccuracies, typographical errors or other errors. We make no commitment, nor have any obligation, to update information or material on the Website. You should not rely upon any information on the Website in making business, financial, personal or other decisions. Furthermore, PSV does not sanction or approve the opinions of Visitors, Members or third parties expressed on the Website or on web sites linked to the Website. You understand and agree that the Website is provided "AS-IS" and that PSV assumes no responsibility for any un-timeliness in delivery, deletion of, mis-delivery of or failure to store any User communications or personalization settings.
4.2. Modifications To Services
PSV reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that PSV shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website.
As part of the PSVILLAGE services, PSV may allow you to post your own text, images, files, papers, music or videos ("Content") to the Website or to transmit Content to other Visitors, Members, or third-parties. These sections govern the posting or transmission of your Content.
5.1. Content Submitted or Made Available for Inclusion in the PSVILLAGE Website
By submitting Content to the Website, you acknowledge:
(a) You own all intellectual property rights in such Content, or have license to use the intellectual property rights in such Content, including, but not limited to, any copyright, trademark, patent or trade secret information submitted to the
(b) You alone shall defend any proceeding regarding the ownership of, usage of or rights to such Content, at your own expense.
PSV does not claim ownership of, or any right in, Content you submit to or make available for inclusion in the Website. However, with respect to such Content, you grant PSV the following worldwide, royalty-free, and non-exclusive license, as applicable:
(a) With respect to text, photographs, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Website, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Website solely for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Website, and will terminate at the time you remove, or PSV removes such Content from the Website.
(b) With respect to all other Content, the perpetual, irrevocable and unrestricted license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content and to incorporate such Content into other works in any format or medium now known or later developed.
For the purposes of this section, "publicly accessible" areas of the Website are those areas of the Website that PSV, at its sole discretion, intends to be viewable to Visitors as well as to Members.
5.2. Removal of Content
You agree that PSV has the right, but not the obligation, in its sole discretion to pre-screen, move, or remove any Content that violates the terms of the Agreement, any Content that violates any of PSV’s intellectual property rights, or a third-party's intellectual property rights; or any other Content, without limitation, that is available via the Website.
5.3. PSV’s transmission and processing of your Content
You understand that the technical processing and transmission of the Website and the Services, including User generated Content, may involve
(a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting networks or devices.
You understand that the Website and software embodied within the Website may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by PSV and/or Content providers who provide Content to the Website. You may not attempt to override or circumvent any of the usage rules embedded into the Website. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Website, in whole or in part, is strictly prohibited.
6. Claims of Copyright or Trademark Infringement
This section describes the way in which PSV resolves claims of copyright or trademark infringement involving actions by Members.
6.1. Notice and Procedure for Infringement Claims
PSV respects the intellectual property of others, and we ask our Users to do the same. PSV may, in appropriate circumstances and at its discretion, disable or terminate the accounts of Users who may repeatedly infringe others' intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide PSV’s Copyright Agent the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the site;
(d) your address, telephone number, and email address;
(e) your statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(f) your statement, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
PSV’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
594 Park Court
Santa Clara, CA 95050
Contact Copyright Agent
6.2. Counter Notice and Procedure
If material you have posted on the PSVILLAGE website has been removed pursuant to the Notice and Infringement process described above in section 6.1, and you believe that that material is not infringing, or that your use of the material is by permission of the copyright owner or in accordance with law, you may send a counter-notice to the Copyright Agent containing the following information:
(a) your physical or electronic signature;
(b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
(c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
(d) Your name, address, telephone number, and e-mail address.
If PSV’s Copyright Agent receives a counter-notice, PSV may send a copy of the counter-notice to the original complaining party informing that party that PSV may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or Member, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at PSV’s sole discretion.
7.2. Special Admonitions for International Use
Recognizing the global nature of the Internet, you agree to comply with all rules regarding online conduct specific to any geographic location in which you use the Website. You also agree to comply with any applicable United States export rules that may govern the geographic location in which you use the Website.
7.3. Limitation on the Privacy of Your Registration Data and Content
You agree that PSV may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce the Agreement;
(c) respond to claims that any Content violates the rights of third parties;
(d) respond to your requests for customer service; or
(e) protect the rights, property or personal safety of PSV, its Users and
8. Your Relationship with Third Parties
You may enter into relationships with third parties through the Website or the Services, either with other Visitors to or Members of the PSVILLAGE community, advertisers, or third-parties located through links on the PSVILLAGE site. PSV is not responsible for the actions of third parties, including but not limited to JobTarget, LinkedIn, Lightning Source, Twitter, Amazon, Authorize.net, merchant credit card processing services, and Service Performance Insight. This section notifies you of those limitations.
8.1. Dealings with Advertisers or Third Parties
You agree that PSV is not liable for any damage incurred as the result of any correspondence or dealing between you and a third party found through your use of the Website. You agree that PSV is not liable for any damage incurred as the result of the presence of any advertiser or Member on the Website.
8.2. Member Disputes
You agree that you are solely responsible for your interactions with other Members. PSV has no obligation to monitor disputes between you and other Members. However, PSV reserves the right to monitor disputes between you and other Members, and to take any action that PSV feels may be appropriate at our sole discretion, consistent with the terms of the Agreement.
8.3. Member Interactions and Physical Meetings
Through the PSVILLAGE Website and services we may provide tools that enable our Users to communicate with each other, to meet and network physically, and to arrange physical meetings at venues that may include, but are not limited to, public parks, private homes, or private enterprise. We have no control over the identity or actions of the individuals who are present at these meetings.
PSV does not supervise or control physical meetings or interactions between Members and other persons or companies. PSV is not involved in any way with physical transportation to or from physical meetings or interactions, nor with the actions of any individuals at these meetings.
Therefore, PSV IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM INTERACTIONS BETWEEN OR AMONG MEMBERS AND THIRD PARTIES, ARISING OUT OF OR RELATED TO INTERACTIONS BETWEEN OR AMONG MEMBERS, ARISING OUT OF OR RELATED TO OUR RESOLUTION OF DISPUTES BETWEEN OR AMONG MEMBERS, OR ARISING OUT OF OR RELATED TO YOUR TRANSPORTATION TO A MEETING WITH ANY MEMBER OR THIRD PARTY.
You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits which you have or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation the states of Missouri, Delaware and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits.
PSV, Visitors, Members or third parties may provide links from the Website to other World Wide Web sites or resources, such as LinkedIn, Twitter, Facebook, advertisers, member links, and more. Because PSV has no control over such sites and resources, you agree that PSV is not responsible for the availability of such external sites or resources, and you agree that PSV does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such other sites or resources. You further agree that PSV is not liable, directly or indirectly, for any damage or loss caused by or in connection with the use of or reliance on any such Content, goods or services associated with any such site or resource.
9. Disclaimers and Limitations
This section includes important disclaimers and limitations on PSV’s liability.
9.1. Disclaimer of Warranties
THIS SECTION IS EXTREMELY IMPORTANT. PLEASE READ IT CAREFULLY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND INFORMATION ON THE PSVILLAGE WEBSITE ARE PROVIDED ENTIRELY "AS IS," WITHOUT ANY WARRANTY WHATSOEVER, AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED, AND YOU HEREBY WAIVE ALL SUCH WARRANTIES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM PSV OR THROUGH OR FROM THE PSVILLAGE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
9.2. Limitation of Liability
THIS SECTION IS EXTREMELY IMPORTANT. PLEASE READ IT CAREFULLY
IN NO EVENT SHALL PSV, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY PARTY FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT (INCLUDING WITHOUT LIMITATION, COST OF COVER) DAMAGES, LOSS OR INJURY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, CONTENT OR OTHER MATERIALS PROVIDED OR AVAILABLE HEREUNDER, OR USE OF ANY OTHER LINKS OR LINKED WEBSITE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL BASIS NOW OR HEREAFTER KNOWN. THE TERM "DAMAGES" INCLUDES, WITHOUT LIMITATION, ATTORNEYS FEES, LOST PROFITS, PHYSICAL AND/OR PERSONAL INJURY, BUSINESS INTERRUPTION, AND LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM. YOU AGREE AND ACKNOWLEDGE THE ECONOMIC TERMS OF THIS AGREEMENT FAIRLY AND EQUITABLY REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A MATERIAL INDUCEMENT FOR US TO MAKE AVAILABLE TO YOU OUR SERVICES, WEB SITE AND OTHER CONTENT AND MATERIALS.
PSV IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY MEMBER OR OTHER USER OF THE WEBSITE. PSV IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE'S USE OF THE WEBSITE OR THE SERVICE, ANY CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO MEMBERS OR OTHER USERS, OR ANY INTERACTIONS BETWEEN OR AMONG MEMBERS OR OTHER USERS OF THE WEBSITE, WHETHER ONLINE OR OFFLINE.
You agree to indemnify and defend PSV and its subsidiaries, affiliates, officers, agents, employees, partners, licensors and licensees from any claim or demand, including attorney's fees and costs, made by any third party due to or arising out of your use of the Website, your connection with the Website, or your violation of the Agreement.
9.4. No Third Party Beneficiaries
You agree that, except as otherwise expressly provided herein, the Agreement does not confer and is not intended to confer any rights or remedies upon any person other than you.
9.5. Non-Transferability and No Right of Survivorship
You agree that your right to access the Website through a Membership is non-transferable and any rights to your Membership or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, a Member’s account may be terminated and all contents permanently deleted.
9.6. Assumption of Risk
You agree that you 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. In this regard, you acknowledge that you may not rely on any Content created by PSV or submitted to the PSVILLAGE website.
10. Dispute Resolution
This section contains agreements regarding how you and PSV will resolve disputes between you, including a clause mandating Arbitration in any dispute, and a clause waiving your rights to pursue a class action against PSV, or a class arbitration against PSV.
To the extent you have in any manner violated or threatened to violate PSV’s intellectual property rights, however, PSV may seek injunctive or other appropriate relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such court.
The arbitration will be held in California before one arbitrator, on an individual basis and not as a class action. The arbitrator shall be from National Arbitration Forum, Box 50191, Minneapolis, MN 55405-0191 (www.arb-forum.com) and the arbitration shall be according the rules of the National Arbitration Forum. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial.
If you fail to select an arbitration organization within 30 days after notice from PSV, PSV may select the organization. You may obtain a copy of the rules of each organization by contacting the organization. In the event that any Claim cannot be submitted to binding arbitration pursuant to the rules of any such organization, such event shall not affect the enforceability of this clause so long as the Claim may be submitted to binding arbitration with one of the organizations. You and PSV shall agree on one arbitrator to conduct the arbitration and the arbitrator shall be selected pursuant to the applicable rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party.
10.2. Arbitration Final
The arbitrator's award is final and binding on all parties. The Federal Arbitration Act (9 U.S.C. $1 et seq.), and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator's award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, the provisions of Section 11.2 of these Terms of Service shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.
10.3. No Class Action
These Terms of Service provide that all Claims will be resolved by binding arbitration and not in court or by jury trial. IF A CLAIM IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST THE COMPANY INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.
This section includes several important clauses governing the interpretation of the contract, where and under what law disputes may be adjudicated, and other important aspect of the governance of the Agreement.
11.1. Entire Agreement
This Agreement constitutes the final agreement between you and PSV. It is the complete and exclusive expression of your agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements between you and PSV on matters contained in the Agreement are expressly merged into and superseded by the Agreement. The provisions of the Agreement may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into the Agreement, neither you nor PSV has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in the Agreement. THERE ARE NO CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT, OTHER THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT.
11.2. Choice of Law, Forum, and Venue
THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES, GOVERN ALL MATTERS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLETES, INCLUDING, WITHOUT LIMITATION, ITS INTERPRETATION, CONSTRUCTION, PERFORMANCE, AND ENFORCEMENT.
You have agreed in Section 10 to submit to binding arbitration. However, if Section 10 is found not to have legal affect by any court with jurisdiction over the Agreement, jurisdiction over actions arising out of or related to the Agreement, and jurisdiction over PSV, then if you bring a legal action or proceeding against PSV arising out of or related to the Agreement, you agree that you may only bring such action or proceeding in the United States District Court for the Northern District of California, or in any court of the State of California sitting in Santa Clara County, California
11.3. Severability and Waiver
PSV’s failure to exercise or enforce any right granted in the Agreement shall not constitute a waiver of such right.
If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, you nonetheless agree that such court should endeavor to give full effect to the parties' intentions as reflected in such provision, and you agree that other provisions of the Agreement remain in full effect.
11.4. No Agency
This Agreement creates no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and PSV, and intends no such relationship.
Sections 9, 10, and 11 will survive the termination or expiration of the Agreement.
11.6. Claim Time Limitation
You agree that regardless of any law to the contrary, any claim or cause of action arising out of or related to use of the Website, or the Agreement must be filed within one year after such claim or cause of action arises or be forever barred.
11.7. Captions Not Binding
The captions and numbering of the Agreement are a convenience only and have no legal effect.