IDAHO CONSERVATION LEAGUE, INC.
TERMS OF SERVICE AGREEMENT
Last Updated: June 15, 2018
This Terms of Service Agreement (“Agreement”) is a binding legal contract between you and Idaho Conservation League, Inc. (“ICL,” “we,” “us,” or “our”), regarding your use of ICL’s websites located at www.idahoconservation.org and www.idahodarksky.org on all platforms (the “Services”).
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess the consent of your legal parent or guardian, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
The Services are controlled and offered by ICL from its facilities in the United States of America. ICL makes no representations that the Services are appropriate for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with their local law.
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. You and ICL are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
1. General Use of the Services — Permissions and Restrictions
ICL hereby grants you a revocable, non-transferable, and non-exclusive permission to access and use the Services as set forth in this Agreement, provided that:
a. You agree not to distribute in any medium any part of the Services, including Content (as defined below), without ICL’s prior written authorization.
b. You agree not to alter or modify any part of the Services, including but not limited to, ICL’s technologies.
c. You agree not to access Content (defined below) through any technology or means other than any as authorized by this Agreement or a written agreement between you and ICL.
d. You agree not to use the Services for any commercial use without the prior written authorization of ICL. Prohibited commercial uses include, but are not limited to, any of the following actions taken without ICL’s express approval:
i. Sale of access to the Services or Content via another website or medium (such as a mobile application);
ii. Use of the Services or Content for the purpose of gaining advertising or subscription revenue;
iii. The sale of advertising, on the Services or any third-party website, targeted to the Content;
iv. Any use of the Services or Content that ICL finds, in its sole discretion, has the effect of competing with or displacing the market for the Services or Content.
e. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Services in a manner that sends more request messages to the ICL servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, ICL grants the operators of public search engines permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. ICL reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information from the Services, nor to use the communication systems provided by the Services for any commercial solicitation purposes.
f. You will otherwise comply with the terms and conditions of this Agreement, and all applicable local, national, and international laws and regulations.
g. You agree not to impersonate any person or organization.
h. You agree not to harass any other user.
i. ICL reserves the right to discontinue any aspect of the Services at any time.
2. Your Use of Content on the Services
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content on the Services.
a. The content on the Services, including without limitation, the text, software, scripts, graphics, files, documents, images, photos, sounds, music, pictures, messages, interactive features, the design of and “look and feel,” and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to ICL, subject to copyright and other intellectual property rights under the law. Content on the Services is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. ICL reserves all rights not expressly granted in and to the Services and the Content.
b. You may access Content only as permitted under this Agreement. ICL reserves all rights not expressly granted in and to the Content and the Services.
c. You agree to not use, copy, reproduce, transmit, broadcast, sell, license, download, or otherwise exploit any of the Content other than as expressly permitted herein.
d. You agree not to circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein.
e. If you provide feedback to us regarding the Services or Content (“Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us perpetual and irrevocable license to use the Feedback for any purpose.
3. Copyright Infringement
a. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
iv. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. ICL’s designated Copyright Agent to receive notifications of claimed infringement can be contacted at: firstname.lastname@example.org.
You acknowledge that if you fail to comply with all of the requirements of this Section 4(a), your DMCA notice may not be valid.
b. Counter-Notice. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content, you may send a counter-notice containing the following information to the Copyright Agent:
i. Your physical or electronic signature;
ii. 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;
iii. 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
iv. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Boise, Idaho and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, ICL may send a copy of the counter-notice to the original complaining party informing that person that it 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, member or user, 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 ICL’s sole discretion.
c. Repeat Infringers. ICL will terminate the access privileges of any user whom it deems, in its sole authority, has repeatedly infringed the copyright rights of others.
4. WARRANTY DISCLAIMER
YOU AGREE THAT YOUR USE OF THE SERVICES OR THE PRODUCTS AND SERVICES AVAILABLE THEREIN SHALL BE AT YOUR SOLE RISK. THE SERVICES, CONTENT, AND ANY PRODUCTS AND SERVICES AVAILABLE ON THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, AND ICL, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ICL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES AND THE PRODUCTS AND SERVICES AVAILABLE THEREIN, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. ICL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ICL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
5. LIMITATION OF LIABILITY
IN NO EVENT SHALL ICL, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES, CONTENT, OR THE PRODUCTS AND SERVICES AVAILABLE ON THE SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
YOU AGREE THAT THE MAXIMUM TOTAL LIABILITY OF ICL, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, OR AGENTS TO YOU FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT RECEIVED BY ICL FROM YOU TO ACCESS THE SERVICES AND/OR USE THE SERVICES. IF YOUR USE OF THE SERVICES AND/OR GOODS RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify and hold harmless ICL, its managers, members, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of this Agreement; or (iii) your violation of any third-party rights, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive this Agreement and your termination of use of the Services.
7. Termination Policy
a. You may terminate your use of the Services at any time. ICL may terminate this Agreement, or suspend or terminate your access to the Services, at any time, for any reason. If ICL suspects that you have violated any provision of this Agreement, ICL may also seek any other available legal remedy. Your rights under this Agreement will terminate automatically if you breach any part of this Agreement. You remain solely liable for all obligations related to use of the Services, even after you have stopped using the Services.
b. ICL reserves the right to decide whether Content is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, laws regulating obscene or defamatory material. ICL may remove such Content and/or terminate a User’s access for uploading such material in violation of this Agreement at any time, without prior notice and at its sole discretion.
8. Third-Party Sites
The Services may contain links to third-party websites that are not owned or controlled by ICL. ICL has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, ICL will not and cannot censor or edit the content of any third-party site. BY USING THE SERVICES, YOU EXPRESSLY RELIEVE ICL FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE.
9. Notice Regarding Electronic Payment Vendors
Users should be aware some payments may be processed through Square or other electronic payment vendors. ICL may also provide applications and other services to merchants related to payment processing. Payments may not be processed for certain activities, such as for illegal or other prohibited activities. If you have a question as to whether a payment will be accepted, then we encourage you to check the policies of the applicable vendor.
Your relationship with the electronic payment vendors is separate from your relationship with ICL and is governed by the terms and conditions contained in such vendor’s agreement. Such terms and conditions are available at the respective vendor’s website. ICL is not responsible for the actions or omissions of any third-party payment processor.
10. Submissions and Privacy
In the event that you submit or post any ideas, creative suggestions, designs, photographs, information, advertisements, data or proposals, including ideas for new or improved products, services, features, technologies or promotions, you expressly agree that such submissions will automatically be treated as non-confidential and non-proprietary and will become the sole property of ICL without any compensation or credit to you whatsoever. ICL and its affiliates shall have no obligations with respect to such submissions or posts and may use the ideas contained in such submissions or posts for any purposes in any medium in perpetuity, including, but not limited to, developing, manufacturing, and marketing products and services using such ideas.
ICL may, from time to time, include contests, promotions, sweepstakes, or other activities (“Promotions”) that require you to submit material or information concerning yourself. Please note that all Promotions may be governed by separate rules that may contain certain eligibility requirements, such as restrictions as to age and geographic location. You are responsible to read all Promotions rules to determine whether or not you are eligible to participate. If you enter any Promotion, you agree to abide by and to comply with all Promotions Rules.
Additional terms and conditions may apply to purchases of goods or services on or through the Services, which terms and conditions are made a part of this Agreement by this reference.
12. Typographical Errors
In the event a product and/or service is listed at an incorrect price or with incorrect information due to typographical error, we shall have the right to refuse or cancel any orders placed for the product and/or service listed at the incorrect price. We shall have the right to refuse or cancel any such order whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we shall immediately issue a credit to your credit card account or other payment account in the amount of the charge.
13. Users Under 13 Years of Age
Our Services are not directed to and we do not knowingly collect personally identifiable information from children under the age of 13. If we become aware that a child under the age of 13 has provided us with personally identifiable information, we will take steps to remove such data. If you become aware that your child has provided us with personally identifiable information without your consent, please contact us at email@example.com. By using the Services, you are representing to us that you are not under the age of 13.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ICL without restriction.
By using the Services, you consent to receiving electronic communications from ICL. These communications will include notices about your account and information concerning or related to the Services and/or ICL’s products and services. You agree that any notice, agreement, disclosure or other communication that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
16. Applicable Law
This Agreement shall be governed by the internal substantive laws of the State of Idaho, without respect to its conflict of laws principles. By accessing the Services, the parties consent to the jurisdiction of the State of Idaho.
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS WE AND YOU HAVE AGAINST EACH OTHER ARE RESOLVED. SECTION 17 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT REQUIRES YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION AND LIMITS YOUR RIGHT TO SEEK RELIEF BY JURY TRIAL OR CLASS ACTION.
17. AGREEMENT TO ARBITRATE
This section applies to any dispute EXCEPT IT DOESN’T INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE ENFORCEMENT OR VALIDITY OF YOUR OR ICL’S INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between you and ICL concerning the Services or this agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
17.1 Notice of Dispute
In the event of a dispute, you or ICL must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: firstname.lastname@example.org. ICL will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and ICL will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or ICL may commence arbitration.
17.2 Binding Arbitration
If you and ICL don’t resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. The dispute shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in Boise, Idaho, and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by Idaho law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. Any and all legal, accounting, and other costs, fees, and expenses incurred by the prevailing party shall be borne by the non-prevailing party.
17.3 Prohibition of Class and Representative Actions and Non-Individual Actions
You and ICL agree that either may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding unless both you and ICL agree otherwise. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not preside over any form of a consolidated, representative or class proceeding. Also the arbitrator may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s claim(s). Any relief awarded cannot affect other ICL’s users.
19. Contact Us
If you have questions or comments about this Agreement, or to report any violations or abuse of the Services, please contact us at email@example.com.