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    Terms of Service

    Terms of Service


    TERMS OF SERVICE AGREEMENT

    This Terms of Service Agreement ("Agreement") is made between MomTalk.Com, LLC, a Minnesota limited liability company (the "Company" or "MomTalk.com") and any person (collectively "you", "your" or "I") who completes the account creation/registration process to become a member and access the Company's online marketplace (collectively the "Service").

    BY ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICE.

    Section 1. The Service and Registration.
    1.1. Description. The Service is proprietary to Company and is protected by intellectual property laws and international intellectual property treaties. Your access to the Service is licensed and not sold. Company agrees to provide you with non-exclusive access to or use of the Service, subject to the terms and limitations set forth in this Agreement.

    1.2. Accessibility.
    You agree that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; or (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company.

    Section 2. Representations and Warranties.
    You represent and warrant to Company that: (a) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement; (b) you shall comply with all terms and conditions of this Agreement, including, without limitation, the Acceptable Use Policy set forth at Section 3; and; (c) you have provided accurate and complete registration information, including, without limitation, your legal name, address and telephone number.

    Section 3. Acceptable Use Policy.
    You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Service, which includes, without limitation, use of the Service to: (a) disseminate or transmit unsolicited messages or jobs; (b) disseminate or transmit any Company related work or files; (c) disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to the Company's network, other accounts on the Service or any other computer network; (g) disseminate or transmit viruses, Trojan horses or any other malicious code or program; (h) upload, post, email, transmit or otherwise make available any message or content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (i) upload, post, email, transmit or otherwise 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); or (j) engage in any other activity deemed by the Company to be in conflict with the sprit or intent of this Agreement.
    You acknowledge that the Company does not pre-screen content, but that the Company and its designees shall have the right (but not the obligation) in their sole discretion to delete or prohibit access to any content that is stored on its network via the Service. Without limiting the foregoing, the Company and its designees shall have the right to remove any content that violates this Agreement or is otherwise objectionable.

    Section 4. Privacy.
    It is the policy of the Company to respect your privacy. The Company has a privacy policy that it applies for Service users and MomTalk.com members.

    Section 5. No Resale of Service.
    You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

    Section 6. Modifications To Service.
    The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

    Section 7. Termination.
    This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated. Company reserves the right, in its sole discretion and without notice, at any time and for any reason or no reason, to: (a) remove or disable access to all or any portion of the Service; (b) suspend your access to or use of all or any portion of the Service; (c) deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service, and (d) terminate this Agreement.

    Section 8. Disclaimer of Warranties.
    THIS SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. THE COMPANY MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

    Section 9. Limitation of Liability.
    UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT.

    Section 10. Indemnification.
    You agree to indemnify, hold harmless and defend Company, its shareholders, directors, offices, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) your use of the Service, including any data or work transmitted or received by you; and (c) any libelous, slanderous, indecent or other statement concerning any person made or republished by you.

    Section 11. Trademark Information.
    Mom Talk (the "Trademark") is a trademark of the Company. Without the Company's prior permission, you agree not to display or use in any manner, the Trademark.

    Section 12. Copyrights and Copyright Agents.
    The Company respects the intellectual property of others, and we ask our users to do the same. 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 the Company with the following information:
    • 12.1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    • 12.2. a description of the copyrighted work or other intellectual property that you claim has been infringed, including, if applicable, a copyright registration or application number;
    • 12.3. a description of where the material that you claim is infringing is located on the site;
    • 12.4. your address, telephone number, and email address;
    • 12.5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
    • 12.6. a statement by you, 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.
      The Company's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

      By mail:
      Gary Swartz
      MomTalk.com
      10501 Wayzata Blvd., Suite 204
      Minnetonka, MN 55305
      By email:

      gary@momtalk.com

    Section 13. Miscellaneous.

    • 13.1. Entire Agreement.
      This Agreement, including any exhibits attached hereto, constitutes the entire understanding and agreement with respect to its subject matter, and supersedes any and all prior or contemporaneous representations, understandings and agreements whether oral or written between the parties relating to the subject matter of this Agreement, all of which are merged in this Agreement.
    • 13.2. Law.
      This Agreement shall be governed by the laws of the State of Minnesota without giving effect to conflict of laws principles thereof.
    • 13.3. Amendment.
      Company shall have the right, at any time and without notice, to add to or modify the terms of this Agreement by posting such amended terms on Company's Website and by delivering a notice of such amendment to the email address provided by you and on file with the Company. Your access, link to your use of the Service after the date such amended terms are delivered to your email account shall be deemed to constitute acceptance of such amended terms.
    • 13.4. Arbitration.
      Any legal controversy or legal claim arising out of or relating to this Agreement or the Services, excluding legal action taken by the Company to collect our fees and/or recover damages for, or obtain an injunction relating to, the Company's website operations, intellectual property, and services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim must be arbitrated on an individual basis, and may not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration must be conducted in the State of Minnesota, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or the Company may seek any interim or preliminary relief from a court of competent jurisdiction in the State of Minnesota necessary to protect the rights or property of you or the Company pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorneys fees and costs up to $10,000.00.
    • 13.5. Waiver and Severability.
      No failure, delay in exercising or enforcing any right or remedy hereunder by Company shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.
    • 13.6. Severability of Provisions.
      In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms, unless due to such invalidity, either party is denied a material benefit which would have accrued had the provision not been found invalid.
    • 13.7. Assignment.
      This Agreement and the rights and obligations hereunder may not, whether voluntarily or involuntarily, directly or indirectly, be assigned, sublicensed, sold or otherwise transferred by you, including, without limitation, to any successor-in-interest to any of your assets, without the prior written consent of MomTalk.com, which consent shall be given or not in MomTalk.com's sole discretion. Any assignment in violation of the terms hereof shall be void and of no force or effect.
    • 13.8. Survival.
      The respective rights and obligation of the parties under Sections 2, 3, 4, 8, 9, 10, 11 and 13 shall survive any termination or expiration of this Agreement.

    ... Continue reading Terms of Service.