Published: 11/05/2007
1. INTRODUCTION AND ACCEPTANCE
Welcome to HGTV's FrontDoor.com Pro Accounts ("Service"), a feature of FrontDoor.com, an interactive online service operated by Scripps Networks, LLC and ("Scripps Networks", "us", "we", or "our"). This Service User Agreement ("Pro Terms of Use") is a contract between you ("Pro User" or "you") and Scripps Networks, and applies to your use of this Website, including registration ("Registration") to use the Service. These Pro Terms of Use supplement the Terms of Use ("TOU") applicable to the FrontDoor.com website (the "Website") and apply to the Website, however accessed and/or used, whether via personal computers, mobile devices or otherwise (collectively, "Computer"), and other interactive features, applications or downloads that are operated by us that are available through this Website or that interact with this Website and post the TOU. In the event of a conflict between these Pro Terms of Use and the TOU, these Pro Terms of Use shall control.
PLEASE READ THESE PRO TERMS OF USE, THE TOU, THE PRIVACY POLICY, AND ALL APPLICABLE ADDITIONAL TERMS AND UPDATED TERMS (DEFINED IN SECTION 21) CAREFULLY BEFORE USING THE WEBSITE, INCLUDING THE SERVICE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. BY ACCESSING AND/OR USING THE WEBSITE (OTHER THAN TO READ THE REFERENCED DOCUMENTS), YOU ARE AGREEING TO COMPLY WITH THE TOU, THE PRIVACY POLICY, AND AND THESE PRO TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 21. THE TOU AND THESE PRO TERMS OF USE REQUIRE YOU TO AGREE TO ARBITRATE DISPUTES RATHER THAN GOING TO COURT, GRANT US CERTAIN RIGHTS AND LICENSES, PROVIDE US CERTAIN INDEMNITIES, WAIVE CERTAIN OF YOUR RIGHTS AND REMEDIES, AND LIMIT OUR LIABILITY AND OBLIGATIONS TO YOU. READ THEM CAREFULLY AND DO NOT USE THE WEBSITE OR PURCHASE OUR PRODUCTS OR SERVICES AVAILABLE VIA THE WEBSITE IF YOU DO NOT AGREE WITH THESE TERMS.
Hereinafter, all references to these Pro Terms of Use and TOU include all Additional Terms and Updated Terms (as defined below). You agree that these Pro Terms of Use are supported by good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge. Such consideration includes, without limitation, your use of the Website and the publication or display of your Submitted Content (as defined below) on the Website.
2. REGISTRATION
If you are a real estate professional and have not created an account with www.FrontDoor.com, you will be asked to create an account ("Account") and choose a password in order to subscribe to the Service. You agree that you will provide true, accurate, current, and complete registration information about yourself ("Registration Information"), as may be prompted by any registration forms, including the name of the real estate company with which you are affiliated or otherwise employed (if any). If you indicate that you are affiliated or otherwise employed with a particular real estate company, you warrant and represent that you are acting as an agent of such company and that your use of the Service does not violate such company's policies. You further warrant that you are the authorized agent for the particular property or have received permission from the owner to list the property. If any Registration Information changes, you agree to promptly update the relevant Registration Information and any other Account-related information you provide to the Service, to keep such information accurate, current and complete. You are entirely responsible for maintaining the confidentiality and security of your password, including but not limited to, restricting access to your Computer so that others may not access any password-protected portion of the Website using your username. If you subscribe to the Service, you agree to accept sole responsibility for all activities that occur under your Account, whether or not you have authorized the activity. You agree you will not sell, transfer or assign your Account or any Account rights. You agree to notify us immediately of any breach, or suspected breach, of security or unauthorized use of your Account or access to your password using our "Contact Us" form available at http://www.FrontDoor.com/Buy/Contact-Us/1629/?t=b. You further agree not to use the account, username, or password of another Pro User at any time.
3. REGISTRATION
FrontDoor.com Pro currently offers a free Registration option for the Service. Such Free Registration does not include any FrontDoor Credits as further disclosed herein. FrontDoor.com Pro reserves the right, at some point in the future, to charge fees for use of the Service, including for an enhanced version of the Pro Service providing access to certain features that will not be available through the free Registration.
4. CREDITS
As described below, FrontDoor Credits can be purchased and utilized to obtain a variety of digital products and services to enhance your marketing efforts for your listings and your agent profile on the Website. An account with www.FrontDoor.com is required to purchase and redeem FrontDoor Credits. FrontDoor Credits are not transferrable and are non-refundable once purchased.
FrontDoor Credits usage order. Any Pay-As-You-Go FrontDoor Credits in your account will be used to satisfy purchases before any Monthly FrontDoor Credits in your account.
Trial Monthly Subscription Offers. FrontDoor.com may, in its sole discretion, make available free or paid trial offers for a Monthly Credits Subscription (a "Trial Offer"). Trial Offers are generally for a short period of time (e.g., 30 days) (the "Trial Period") and are available for free or for a fee. The length and cost of the Trial Offer will be specified at the time of joining.
5. FRONTDOOR PRODUCTS
FrontDoor.com may offer one or more FrontDoor Products for purchase to its Pro Users. FrontDoor Products comprise FrontDoor Online Advertising Products and FrontDoor Physical Products.
Right to Change Prices. Prices of all FrontDoor Products are subject to change at any time in FrontDoor.com's sole discretion. All such pricing changes will be posted to the FrontDoor.com Website.
Purchase Terms. All FrontDoor Products you purchase are subject to these Pro Terms of Use. As noted above, FrontDoor Printed Advertising Products are purchased from either FrontDoor or one of its designated third-party providers and fulfilled through one of our third-party order fulfillment providers.
If you find a defect in FrontDoor Products, you may contact FrontDoor.com support and FrontDoor.com will help remedy the issue related to the FrontDoor Products. FrontDoor.com support may be contact through the following link: http://www.frontdoor.com/buy/contact-us-agent-help/1629.
THE FOREGOING WARRANTIES DO NOT COVER DEFECTS CAUSED BY VIRUSES, DISABLING CODES, ACCIDENT, MISHANDLING, MISUSE, IMPROPER INSTALLATION, SERVICE OR MAINTENANCE, MODIFICATION OF ANY FRONTDOOR PRODUCTS OR THE MEDIA ON WHICH ANY FRONTDOOR PRODUCTS ARE FURNISHED, OR THE USER'S LACK OF THE NECESSARY HARDWARE/SOFTWARE. OTHER THAN AS EXPRESSLY PROVIDED ABOVE, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CREDITS SERVICE AND FRONTDOOR PRODUCTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND FRONTDOOR PRODUCTS IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT.
6. PAYMENTS AND FEES
Fees. You agree that you will pay timely, and we may charge your credit card for, any FrontDoor Products, FrontDoor Credits Purchases and Monthly Credits Subscriptions, and related additional amounts (including taxes and late fees, as applicable) ("FrontDoor Fees") as may be accrued in connection with any purchase you make. All FrontDoor Fees will be billed to the credit card associated with your account when you first purchased any FrontDoor Products or FrontDoor Credits. FrontDoor utilizes a third-party provider to process your credit card. FrontDoor does not receive your credit card number and associated card information. Please review the third-party credit processor's privacy policy and other important terms at this link: http://www.cybersource.com/privacy.php
7. TAXES
ProUser shall pay all taxes which arise from the sale or use of the FrontDoor Products and for which FrontDoor is responsible to collect, as interpreted by the appropriate taxing authorities.
8. USE OF THE SITE/USER SUBMITTED CONTENT
The Service provides you with the ability to submit and/or upload certain information, such as biographical information, residential real estate listings and descriptions for which you are the authorized listing agent, links to your professional website and/or other social media accounts you use for professional purposes, and materials, such as photographic images and/or videos, as part of your use of the Service ("Submitted Content"). By using the Service, you understand that you are solely responsible for your Submitted Content and the consequences of submitting and publishing such Submitted Content on the Service. By uploading or otherwise displaying Submitted Content on the Service, you warrant that you are the listing agent for any properties listed on your FrontDoor.com Pro Account webpage and that you either: (i) own the rights to the Submitted Content you submit and the right to grant all of the rights and licenses in these Pro Terms of Use and the TOU; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Pro Terms of Use and grant us these licenses. Upon our request, you will furnish us with any documentation, substantiation, or releases necessary to verify your rights in and to your Submitted Content.
If you believe any Submitted Content on the Website violates these Pro Terms of Use or the TOU, please click on the "Report a Problem" link available through the Website to submit a brief description of the potential infringement for review by FrontDoor.com Pro, in its sole discretion. As with all other Submitted Content on the Website, Scripps Networks has no obligation to monitor or review submissions made through the "Report a Problem" link, or to remove Submitted Content identified in a "Report a Problem" submission. By completing a "Report a Problem" submission, you represent and warrant that, to the best of your knowledge, the information contained in the submission is correct and accurate, and that it is not submitted for an improper purpose, such as to harass another Pro User.
By providing Submitted Content to the Service, you hereby grant to Scripps Networks a non-exclusive, royalty-free license to use, publish, copy, modify, transmit, display, edit, and distribute your Submitted Content in connection with the Website and the Service. In addition, you hereby waive any and all moral rights you may have in or to any Submitted Content. Except for any Website Content (defined in Section 6) included in your Submitted Content that we have given you permission to use, and subject to the rights and licenses you grant herein, you retain all right, title and interest in your Submitted Content. You agree that Scripps Networks, and third parties authorized to do so by Scripps Networks, may modify, delete, or refuse to post any Submitted Content, at any time, without notice to you. It is solely your responsibility to monitor and protect any rights that you may have in your Submitted Content, and we do not accept any responsibility for same.
In addition, you agree that you will not post, upload, place, or transmit any of the following material using the Service and that your Submitted Content will not include any material that: (i) violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary, or other third-party right of any person or entity; (ii) impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable; (iii) promotes bigotry, racism, hatred or harm against any individual, or group; or (iv) encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law. You are solely liable for any damage resulting from your failure to obtain any necessary permission or from any other harm resulting from Submitted Content that you submit. You agree to cooperate fully with Scripps Networks to investigate any suspected or actual activity that is in breach of these Pro Terms of Use or TOU.
Except as expressly permitted in these Pro Terms of Use or TOU, you may not:
(i) submit, upload, post, place, or transmit any content, material, images, information, or listing that is false, inaccurate, taken from a third party without authorization, fraudulent, infringing, or otherwise in violation of these Pro Terms of Use or the TOU;
(ii) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notices on the Website or Website Content or on any copy you make of the Website Content;
(iii) circumvent, disable or otherwise interfere with security-related features of the Website, including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Website or Website Content;
(iv) use an automatic device (such as a robot or spider) or manual process to copy or "scrape" the Website or Website Content for any purpose without the express written permission of Scripps Networks, frame the Website or Website Content except to the extent we have given you explicit permission to do so, or use any of our trademarks as meta tags. Notwithstanding the foregoing, Scripps Networks grants public search engine operators permission to use automatic devices (such as robots or spiders) to copy Website Content from the Website for the sole purpose of creating (and only to the extent necessary to create) a searchable index of Website Content that is available to the public. We reserve the right to revoke this permission (generally or specifically) at any time;
(v) collect or harvest any personally identifiable information from the Website, including, without limitation, Pro User names, passwords, and/or e-mail addresses;
(vi) solicit other Pro Users to join or become members of any commercial online service or other organization without our prior written approval;
(vii) attempt to or interfere with the proper working of the Website or impair, overburden, or disable the same;
(viii) decompile, reverse engineer, disassemble, modify or attempt to discover any Website source or object code or any software or other products, services or processes accessible through any portion of the Website;
(ix) tamper, intervene, initiate, or support any malicious software attacks, bugs, or other problems, including modifying, altering, or otherwise affecting the content on FrontDoor.com Pro or the legitimate operation of FrontDoor.com Pro;
(x) use network-monitoring software to determine the architecture of or extract usage data from the Website;
(xi) encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another Pro User, person, or entity (e.g., using another person's Membership (as defined in Section 5(B)) of the TOU without permission, etc.);
(xii) use the Website Content in a manner that suggests an association with any of our networks, products, services or brands;
(xiii) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or
(xiv) engage in any conduct that restricts or inhibits any other Pro User from using or enjoying the Website or that violates these Pro Terms of Use or the TOU, including embedding any cookies or other tracking software in the materials uploaded.
Any attempt by any Pro User to undermine the legitimate operation of the Service may be a violation of criminal and civil law, and Scripps Networks reserves the right to seek damages to the fullest extent of the law and to terminate the Pro User's access to the Service.
You also agree that you will be responsible for obtaining and maintaining all Computer hardware and other equipment needed for access to and use of the Website and you will be responsible for all charges related thereto.
9. AGENT CONTACT FORMS
As part of the Service, visitors to the Website may submit a "Contact the Agent" form ("Form") to initiate contact with a specific Pro User by completely filing out the Form, including providing any required personal information. FrontDoor.com Pro will provide submitted Forms to the specified Pro User's Account. FrontDoor.com Pro disclaims any liability with respect to any response, or lack thereof, from a Pro User, including but not limited to the timing and content of any such Pro User response. Pro Users are solely responsible for responding to any contact request received from Website visitors. Pro Users may not share, rent, or sell the information contained in the Form to other companies or individuals, nor may you spam, harass or otherwise use the information contained in the Form in any illegal or unwanted manner or in a way that reflects poorly on FrontDoor.com Pro. Such unauthorized use you may lead to the termination of your Account by FrontDoor.com, in its sole discretion.
10. INTELLECTUAL PROPERTY
Unless otherwise explicitly specified, the Service and Website (including past, present, and future versions) and included content (and any derivative works or enhancements of the same), including, but not limited to, all layout, text, illustrations, instructions, files, images, designs, software, scripts, graphics, photos, sounds, music, videos, information, advertising copy, content, materials, products, services, URLs, technology, documentation, interactive features, the "look and feel" of the Website, the compilation, assembly and arrangement of the materials of the Website and any and all copyrightable material (including source and object code), (collectively, the "Website Content") and all intellectual property rights to the same are owned or controlled by us, our licensors, or both. Additionally, all trademarks, service marks, trade names, trade identities and trade dress that may appear on the Website are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Pro Terms of Use or the TOU, you shall not acquire any right, title or interest in the Website or any Website Content. Any rights not expressly granted in these Pro Terms of Use or the TOU are expressly reserved.
11. REPRESENTATIONS AND WARRANTIES
By using the Service, you hereby represent and warrant that: (i) you are a licensed real estate professional in good standing with all applicable authorities; (ii) all information provided by you in connection with the Service will be true, correct, and accurate, including without limitation any "Report a Problem" submissions; (iii) you will only upload or otherwise display real estate listings for which you have a valid and current contract or agreement with the owner of such real estate listing to represent the seller of such property; (iv) you are acting as an agent of the real estate company you list in your profile and your use of the Service does not violate such company's policies; (v) you have the full right, power, and authority to enter into this Agreement; (vi) you will comply with all applicable local, state and federal laws, ordinances, regulations and orders with respect to Submissions, including without limitation the Fair Housing Act, Civil Rights Act of 1866, the Americans with Disabilities Act, and the Equal Credit Opportunity Act; and (vii) your Submitted Content meets all the requirements in Section 4, including without limitation no infringement or violation of the rights of any third party.
12. MODIFICATION, REMOVAL, AND REFUSAL TO POST SUBMITTED CONTENT
Scripps Networks and FrontDoor.com Pro are not responsible for, and have no obligation to monitor, review, or edit Submitted Content, including real estate listing attributions, provided by Pro Users. However, FrontDoor.com Pro reserves the right, in its discretion, to delete, disable access to, move, edit, remove, or refuse to post Submitted Content, including real estate listing attributions, at any time for any reason or take any other action that Scripps Networks and FrontDoor.com Pro deem necessary relating to use or misuse of the Service. You understand and agree that Scripps Networks, and any third parties authorized to do so by Scripps Networks, may take any of the foregoing actions without notice to you.
13. USER RESTRICTIONS
The Website is intended for use by U.S. residents only. If you do not reside in the U.S., you may not use the Service. To use the Service, you must be at least 18 years of age or the age of majority in your jurisdiction of residence, whichever is older, to use the Service. By using the Service, you represent and warrant that you meet this age requirement and that you agree to abide by all of the terms and conditions of these Pro Terms of Use and the TOU.
14. ACCOUNT CANCELLATION
If you register to use the FrontDoor.com Service, you may terminate your Registration at any time by using our "Contact Us" form available at http://www.FrontDoor.com/Buy/Contact-Us/1629/?t=b. If you choose to do so, you recognize that it may take up to five (5) days for your profile.. If you terminate your Registration and have any FrontDoor Credits in your account, such FrontDoor Credits will expire according to the terms of Section 4.
15. INDEMNIFICATION
You agree to defend, indemnify and hold harmless Scripps Networks and its parents, subsidiaries and affiliates and their respective officers, directors, employees, agents, distribution partners, successors and assigns from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of, related to, or that may arise in connection with: (i) your access to or use of the Website, FrontDoor Products and/or Service; (ii) Submitted Content provided by you or through use of your Account; (iii) any actual or alleged violation or breach by you of these Pro Terms of Use or the TOU; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
,b>16. DISCLAIMERS
YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE AND WEBSITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS," AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, SCRIPPS NETWORKS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE WEBSITE, INCLUDING ANY SUBMITTED CONTENT, OR WEBSITE CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, CUSTOM, TRADE, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR WEBSITE OR ACCESSED THROUGH THE WEBSITE; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE; (6) WARRANTIES THAT YOUR USE OF THE WEBSITE WILL BE SECURE OR UNINTERRUPTED, TIMELY, OR ERROR-FREE; (7) WARRANTIES THAT DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED; AND (8) WARRANTIES THAT THE WEBSITE (OR THE SERVER THAT MAKES IT AVAILABLE) IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
17. LIMITATION ON LIABILITY
(A) UNDER NO CIRCUMSTANCES SHALL SCRIPPS NETWORKS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ECONOMIC, PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF FORESEEABLE OR IF SCRIPPS NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE OR ANY CONTENT ON THE WEBSITE, THESE PRO TERMS OF USE, OR THE TOU. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT IS TO STOP USING THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SUBMITTED CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF OR STATEMENTS OR ACTIVITIES BY A THIRD-PARTY ON THE WEBSITE.
(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF SCRIPPS NETWORKS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE GREATER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY SCRIPPS NETWORKS DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE, THESE PRO TERMS OF USE, OR THE TOU MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
(C) In some jurisdictions limitations of liability or of warranties are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.
18. COPYRIGHT POLICY
(A) Scripps Networks respects the intellectual property rights of others and expects its users to do the same. In appropriate circumstances and at its sole discretion, Scripps Networks may terminate and/or disable the Accounts of users who it suspects to be infringers of the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in its sole discretion, Scripps Networks may remove or disable access to material on any of its websites or hosted on its systems that may be infringing or the subject of infringing activity.
(B ) In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 ("DMCA"), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its "Designated Agent"). Scripps Networks' Designated Agent may be reached at:
Scripps Networks, LLC1180 Avenue of the AmericasNew York, NY 10036Attn: DMCA Agentc/o Legal DepartmentFax Number: (212) 549-8589
(C) If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work's copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:
(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 us to locate the material.
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
(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.
(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.
We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response. For more information on our DMCA policy, please click on this hyperlink: http://www.FrontDoor.com/Buy/DMCA-Digital-Millennium-Copyright-Act-Notice-and-Policy/977.
19. CHOICE OF LAW; VENUE AND JURISDICTION
These Pro Terms of Use shall be construed in accordance with the laws of the State of New York without regard to its conflict of laws rules. Any legal proceedings against Scripps Networks that may arise out of, relate to, or be in any way connected with our Website, these Pro Terms of Use, or the TOU, and which are not subject to the arbitration provisions of Section 20 below, shall be brought exclusively in the state and federal courts of New York located in New York county and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
20. DISPUTE RESOLUTION; BINDING ARBITRATION
In the Dispute Resolution Section only, "we" and "us" are used to refer to you and Scripps Networks together.
(A)We each agree to first contact each other with any Disputes (defined below) and provide a written description of the problem and the proposed resolution. You agree to contact Scripps Networks with Disputes by contacting Scripps Networks at the address provided in Section 20(B)(ii) below. Scripps Networks will contact you based on the contact information you have provided.
(B)We each agree to finally settle all Disputes (as defined and subject to any specific exceptions below) only by arbitration. In arbitration, there's no judge or jury and review is limited. However, just as a court would, the arbitrator must honor the terms and limitations in these Pro Terms of Use and the TOU, and can award the prevailing party(ies) damages and relief. The arbitrator's decision and award is final and binding, with some exceptions under the Federal Arbitration Act ("FAA"), and judgment on the award may be entered in any court with jurisdiction. We each also agree as follows:
(i) "Disputes" are any claims or controversies against each other related in any way to the Website, Service, these Pro Terms of Use, or the TOU - this includes claims you bring against Scripps Networks employees, agents, affiliates, or other representatives, and claims Scripps Networks may bring against you; provided, however, that any issues relating to Scripps Networks' intellectual property rights, including any such rights Scripps Networks claims that may be in dispute, shall only be subject to arbitration if Scripps Networks' General Counsel agrees in writing to have such subject to arbitration.
(ii) If either of us wants to arbitrate a Dispute, we agree to send written notice to the other providing a description of the Dispute and the proposed resolution. Scripps Networks will send notice to you based on the contact information you have provided to Scripps Networks. Your notice to Scripps Networks must be sent to: Scripps Networks, LLC, ATTN: Legal Department, 1180 Avenue of the Americas, New York, NY 10036. We agree to make attempts to resolve the Dispute. If the parties cannot resolve the Dispute within forty-five (45) days of receipt of the notice to arbitrate, then either of us may submit the Dispute to formal arbitration.
(iii) The FAA applies to this Agreement and arbitration provision. We each agree the FAA's provisions, not state law, govern all questions of whether a Dispute is subject to arbitration.
(iv) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules as supplemented by AAA's Supplementary Procedures for Consumer-Related Disputes. In the event AAA is unwilling or unable to set a hearing date within forty-five (45) days of the filing of a "demand for arbitration", then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS") or any other mutually agreeable arbitration administration service. You can obtain procedures, rules, and fee information from the AAA at 1-800-778-7879 or www.adr.org. and from JAMS at (949) 224-1810 or http://www.jamsadr.com. If applicable law requires Scripps Networks to pay a greater portion of the arbitration fees then provided under the applicable arbitration service's rules in order for the arbitration provision to be enforceable, Scripps Networks shall have the discretion to elect to pay such fees and proceed to arbitration. Discovery shall be permitted pursuant to the applicable arbitration rules. The arbitrator's award will consist of a written statement stating the disposition of each claim and will provide a statement of the essential findings and conclusions on which the award is based. The award shall be enforceable by any court with jurisdiction over the parties.
(v) The arbitration will be conducted by a single neutral arbitrator who is a lawyer or a retired judge. If an in-person hearing is required, the arbitration hearing will be conducted in the metropolitan statistical area in which you are a resident at the time the Dispute is submitted for arbitration. The federal or state law that applies to these Pro Terms of Use will also apply during the arbitration.
(vi) We each agree not to pursue arbitration on a classwide basis. We each agree that any arbitration will be solely between you and Scripps Networks (not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn't apply and the Dispute must be brought in court. The provisions of this Section will not apply to any legal action taken by Scripps Networks to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Website, any Website Content, your Submitted Content and/or Scripps Networks' intellectual property rights.
(vii) Except where prohibited or limited by applicable law, the prevailing party(ies) in the arbitration will be entitled to recover its costs and expenses, including reasonable attorneys' fees and experts' fees, which are incurred in connection with the arbitration.
(C) Notwithstanding the foregoing, either party may bring qualifying claims in small claims court.
21. NO CLASS ACTIONS
TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND SCRIPPS NETWORKS WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
22. NO TRIAL BY JURY
TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND SCRIPPS NETWORKS WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
23. TERMINATION
(a) Scripps Networks reserves the right in our sole discretion and at any time to terminate or suspend your Account and/or block your access to the Website for any reason, including, without limitation, if you have failed to comply with the letter and spirit of these Pro Terms of Use or the TOU. You agree that Scripps Networks shall not be liable to you or any third party for any termination or suspension of your Account or for blocking your access to the Website.
(b) Any suspension or termination shall not affect your obligations to us under these Pro Terms of Use. The provisions of these Pro Terms of Use that, by their nature, should survive the suspension or termination of your Account or these Pro Terms of Use shall survive, including, but not limited to, the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, no class action, no trial by jury, and all of the miscellaneous provisions in Section 23. Upon suspension or termination of your Account, you will immediately discontinue use of the Website Content and destroy any copies of Website Content in your possession, including deleting any downloaded Website Content from your Computer.
24. PRIVACY
In addition to these Pro Terms of Use and the TOU, Scripps Networks has established a Privacy Policy to explain how user information is collected and used by Scripps Networks. A copy of this Privacy Policy can be found here: http://www.FrontDoor.com/Buy/Privacy-Policy/611 and is incorporated by reference into these Pro Terms of Use. You understand that Scripps Networks employees or other parties acting under the direction of Scripps Networks, will have access to your account and usage information and may review and use such account and usage information as reasonably needed.
25. AMENDMENT; ADDITIONAL TERMS
(A) Scripps Networks reserves the right, in its sole discretion and at any time without prior notice and for any reason, to modify or discontinue any aspect or feature of the Website or to modify or add to these Pro Terms of Use ("Updated Terms"). In addition, Scripps Networks reserves the right to provide you with operating rules or additional terms that may govern your use of the Service generally, unique parts of the Website, or both ("Additional Terms"). Any Additional Terms and Updated Terms that we may provide to you will be incorporated by reference into these Pro Terms of Use. To the extent any Additional Terms or Updated Terms conflict with these Pro Terms of Use, the Additional Terms/Updated Terms will control.
(B) Updated Terms or Additional Terms will be effective immediately upon notice, either by posting on the Website so that they are accessible via a link on the homepage or by notification by e-mail or conventional mail. It is your responsibility to review these Pro Terms of Use and the Website from time to time for any Updated Terms or Additional Terms. Your access and use of the Website after we have posted the Updated Terms (or engaged in such other conduct as we may reasonably specify) or applicable Additional Terms will signify your assent to and acceptance of the same, which will be effective as of the time of posting, or such later date as may be specified therein, and will apply to your use of the Website from that point forward. If you object to any Updated Terms or to any Additional Terms, you may terminate your Account as provided herein or, if you do not have an Account, your only recourse is to immediately discontinue use of the Website.
26. TERRITORIAL RESTRICTIONS
Software related to or made available via the Service may be subject to United States export controls. Thus, no software from the Service may be downloaded, exported, or re-exported: (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Website and/or Website Content, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.
27. MISCELLANEOUS
(A) Any delay or failure on the part of us to exercise or enforce any rights under these Pro Terms of Use to which we may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time. Scripps Networks has the right to determine your compliance with these Pro Terms of Use in our sole discretion. You irrevocably agree that you waive any and all rights to injunctive or other equitable relief. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of these Pro Terms of Use is held to be unlawful, void, or for any reason invalid or unenforceable, then that provision will be deemed severable from these Pro Terms of Use and the invalidity of such provision shall not affect the validity of the remaining provisions of these Pro Terms of Use, which shall remain in full force and effect.
(B) These Pro Terms of Use (including the Privacy Policy, TOU, and any Updated Terms or Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.
(C) You may not assign these Pro Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without the prior written consent of Scripps Networks. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. Scripps Networks may assign these Pro Terms of Use or any rights hereunder without your consent and without notice.
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