You represent and warrant that you (a) are at least 21 years old, (b) have not been previously suspended from using the Services, and (c) have full power and authority to enter into this agreement and that, in doing so, will not violate any other agreement to which you are a party.
3. COPYRIGHT AND LIMITED LICENSE
Unless otherwise indicated, the Services, including all content, video and other materials on or made available via the Services, are the proprietary property of Laughing Frogs and its licensors and are protected by U.S. and international copyright laws.
You are granted a limited, non-transferable, non-exclusive, revocable license to access and use the Services solely for your own personal or business purposes; provided, however, that, unless otherwise expressly permitted via the Services, you may not: (a) resell, lease, rent, or sublicense any Services or any access to the Services; (b) distribute, publicly perform or publicly display any Services; (c) modify or otherwise make any derivative uses of any Services; (d) download (other than page caching) any Services, except as expressly permitted on the Services; or (e) use the Services other than for their intended purposes. Except as explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
“Laughing Frogs” and “Murrumbooee” are all brands and trademarks of Laughing Frogs. Trademarks, service marks and/or trade dress of Laughing Frogs or our suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written authorization of Laughing Frogs or the applicable trademark holder. Any authorized use of such trademarks, service marks and/or trade dress must be in accordance with any guidelines provided by Laughing Frogs.
In order to use certain features of the Services, you may be required to register for an account. If you create an account via our Services, you agree to: (i) provide accurate, current and complete information; (ii) maintain and promptly update your account information to keep it accurate, current and complete; (iii) maintain the security of your account; and (iv) promptly notify us if you discover or otherwise suspect any security breaches related to your account.
6. USER CONTENT
The Services may include discussion forums, blogs, or other social features or areas (collectively, “Social Areas”), in which you may create, post, transmit or store any content on the Services, such as text, photos, video, or graphics. You are solely responsible for any user content you create, post, transmit or store via the Services, and your use of the Social Areas is at your own risk. You hereby grant Laughing Frogs a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any User Content via the services and any other medium. You represent and warrant that you own and control all of the rights, title and interest in and to any User Content or you otherwise have all necessary rights to grant the rights to Laughing Frogs that you grant in these Terms.
You agree not to create, post, transmit or store via the Services any User Content that: (a) is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable;
(b) would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, state, national or international law;
(c) displays, describes or encourages usage of any product we sell in a manner that could be offensive, inappropriate or harmful to Laughing Frogs or any user;
(d) may violate the publicity, privacy or data protection rights of others, including pictures or information about another individual where you have not obtained such individual’s consent;
(e) makes false or misleading statements, claims or depictions about a person, company, product or service;
(f) does not clearly and prominently disclose any material connections you may have to Laughing Frogs or third-party brands or sellers (for example, if you receive free products or services);
(g) may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
(h) impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
(i) contains viruses, malware of any kind, corrupted data or other harmful, disruptive or destructive files or code; or
(j) in the sole judgment of Laughing Frogs, restricts or inhibits any other person from using or enjoying the Services or which may expose Laughing Frogs or its users to any harm or liability of any type.
Laughing Frogs takes no responsibility and assumes no liability for any User Content or for any loss or damage thereto. Enforcement of the Terms is solely in our discretion and the absence of enforcement of these Terms in some instances does not constitute a waiver of our right to enforce the Terms in other instances. In addition, these Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the Services will not contain any content that is prohibited by these Terms.
You may submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, about the Services or Laughing Frogs (“Feedback”). Laughing Frogs shall own, and you hereby assign to Laughing Frogs, all right, title and interest, including all intellectual property rights, in and to such Feedback and Laughing Frogs shall be entitled to the unrestricted use and dissemination of any Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree to execute any documentation required by Laughing Frogs (in our sole discretion) to confirm such assignment to, and unrestricted use and dissemination by, Laughing Frogs of any Feedback.
8. USER CONDUCT
You agree that you will not use the Services in violation of any law, contract or intellectual property or other third party right. You further agree not to:
(a) Use the Services in any manner that could damage, disable, overburden or impair the Services;
(b) Send unsolicited or unauthorized advertising, solicitations, promotional materials, spam, junk mail, chain letters and pyramid schemes, or harvest or collect email addresses or other contact information of other users from the Services for the purposes of sending commercial emails;
(c) Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to
(c) Introduce to the Services any virus, Trojan worms, logic bombs or other harmful material;
(d) Circumvent measures employed to prevent or limit access to any area, content or feature of the Services;
(e) Use or attempt to use another’s account, or grant any third party any right to access your account, without authorization from Laughing Frogs;
(g) Engage in any harassing, intimidating, predatory or stalking conduct;
(f) Develop any third-party applications that interact with User Content and the Services; or
(i) “Frame” our Services or otherwise make it look like you have a relationship to us or that we have endorsed you for any purpose without the prior written permission of Laughing Frogs.
9. REPEAT INFRINGER POLICY; COPYRIGHT COMPLAINTS
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Laughing Frogs has adopted a policy of terminating, in appropriate circumstances and at Laughing Frogs sole discretion, users or account holders who are deemed to be repeat infringers. Laughing Frogs may also at its sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
10. THIRD-PARTY CONTENT
Laughing Frogs may provide third-party content on the Services, including advertisements and promotional offers, and may provide links to Web pages and content of third parties (collectively the “Third-Party Content”). Laughing Frogs does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that Laughing Frogs is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Your use of any Third-Party Content is at your own risk. The inclusion of Third-Party Content on the Services does not imply affiliation, endorsement or adoption by Laughing Frogs of any Third-Party Content or any information contained therein. Your business dealings or correspondence with, or participation in the promotional offers of, any third party responsible for Third-Party Content, and any terms, conditions, warranties or representations associated with such dealings or promotional offers, are solely between you and such third party. When you leave the Services, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services.
THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE OR, UNLESS OTHERWISE EXPRESSLY STATED, AS Laughing Frogs OFFICIAL POSITION ON ANY SUBJECT MATTER. LAUGHING FROGS DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR (B) THE SERVICES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD FROM THE SERVICES.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY LAUGHING FROGS, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Laughing Frogs DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
12. FOOD AND DRUG ADMINISTRATION (FDA) DISCLOSURE
LAUGHING FROGS DOES NOT SELL OR DISTRIBUTE ANY PRODUCTS THAT ARE IN VIOLATION OF THE UNITED STATES CONTROLLED SUBSTANCES ACT (US CSA) IN CALIFORNIA. LAUGHING FROGS GROWS, PRODUCES, SELLS AND DISTRIBUTES SOLUTIONS FOR HEALTH, WELLNESS, AND ANTI-AGING COMPANIES. LAUGHING FROGS SOLUTIONS INCLUDE CANNABIS- AND/OR CBD/CBN-BASED ELEMENTS. WHERE ALLOWED, LAUGHING FROGS MAY SELL OR DISTRIBUTE SOLUTIONS CONTAINING THC
13. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL THE LAUGHING FROGS PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING AS A RESULT OF LAUGHING FROGS NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE LAUGHING FROGS PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING AS A RESULT OF LAUGHING FROGS ALLEGED NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO LAUGHING FROGS FOR ACCESS TO OR USE OF THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT LAUGHING FROGS HAS OFFERED THE SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND Laughing Frogs. LAUGHING FROGS WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
14. NO THIRD-PARTY BENEFICIARIES
These Terms are for the benefit of, and will be enforceable by, Laughing Frogs and you only. These Terms are not intended to confer any right or benefit on any third party or to create any obligations to any such third party.
15. MODIFICATIONS TO THE SERVICES
Laughing Frogs reserves the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. You agree that Laughing Frogs will not be liable for any modification, suspension or discontinuance of the Services or any part thereof.
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH LAUGHING FROGS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LAUGHING FROGS.
You and Laughing Frogs agree to arbitrate any dispute arising from these Terms or your use of the Site, except that you and Laughing Frogs are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
You and Laughing Frogs agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Laughing Frogs shall be sent to email@example.com . You and Laughing Frogs further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in San Mateo County, California; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (d) that the state or federal courts in San Mateo, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND LAUGHING FROGS WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
17. GOVERNING LAW; FORUM
Any dispute between the parties regarding the subject matter of these Terms will be governed by these Terms and the laws of the State of California and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. To the extent the arbitration provision in Section 16 does not apply, you and Laughing Frogs agree that any action at law or in equity arising out of or relating to the subject matter of these Terms will be filed only in the state and federal courts located in San Mateo County, California.
Laughing Frogs reserves the right, without advance notice and in its sole discretion, to terminate your license to use the Services, and to block or prevent your future access to and use of the Services.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
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