This Agreement is written only in the English language, which language will be controlling in all respects. All communications to be made or given pursuant to this Agreement will be in the English language, except as may be required under applicable law.
1.REGISTRATION AND ACTIVATION.
Sharyland and its related websites offer membership services (the "Services") to its online users.
You become a member for the Services ("Member") by creating an account on the Services signup page and completing the Services registration process. Additionally, as a Member you may obtain access to certain additional Services, software and/or content ("the Membership") available to Members. This Membership Agreement ("Agreement") is a legal document that explains your rights and obligations as a Member. Please read it carefully.
Your Membership allows you access to the Services and other content as may be provided now or in the future under the terms of this Agreement. In addition, each Member acknowledges and agrees to be bound and must follow the Online Terms and Conditions of Use posted on the Sharyland Website on "Online Terms"
. These Online Terms also apply to your use of the Services, and are incorporated into this Agreement. Further, additional terms may be presented to you with other applicable agreements, and are incorporated into this Agreement. As a Member, you agree to all of the terms and conditions listed above as a condition to your use of the Services and as a Member to Sharyland's Services and products.
When you complete the Services registration process, you create an account ("Account"). Your Account may also include billing information you provide to us for the purchase of the Membership if applicable. Accounts are only available to individuals over the age of 18. You are solely responsible for all activity on your Account and for the security of your computer system. You agree not to reveal your password to other users. If you permit others to use your Account, you are responsible for the illegal or improper use by such persons. Your Account and Membership are subject to the Agreement. You may not sell or charge others for the right to use your Account, or otherwise share or transfer your Account and any incident will be considered as automatic violation of the terms of this Agreement.
In providing information to Sharyland, you agree to (a) provide true, accurate, current and correct information about yourself, and (b) to maintain and update your registration information to keep it true, accurate, current and complete. If Sharyland has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sharyland has the right to suspend or terminate your Account and refuse any and all current or future use of your Sharyland Membership (or any portion thereof).
In using this site you agree that you will not: a) post, disseminate or transmit unauthorized advertising, promotional materials, chain letters, junk mail or any other type of unsolicited mass email to people or entities that have not agreed to be part of such mailings; b) omit, delete, forge or misrepresent transmission information, including headers, return mailing and Internet protocol addresses, or otherwise manipulate identifiers to disguise the origin of any content; c) impersonate any person or entity, or falsely state or otherwise misrepresent an affiliation with any person or entity; d) engage in any activities intended to withhold or cloak identity or contact information; e) send harassing and/or threatening messages to others; post excessive or repeated off-topic articles to newsgroups; or f) engage in "flooding", i.e., ICMP flooding and mail bombing (sending large amounts of email repeatedly to the same email address).
You agree that you are responsible for your own communications and that you will not post, disseminate or transmit any content that: a) is unlawful, harassing, defamatory, abusive, threatening, obscene, harmful, tortious, libelous, or invasive of another's privacy; b) infringes or violates any party's copyright, trademark, trade secret, patent or other proprietary right, including but not limited to using third party copyrighted materials without appropriate permission, using third party trademarks without appropriate permission or attribution, and using or distributing third party information protected as a trade secret in violation of a duty of confidentiality; c) you do not have the right to disseminate or transmit under law, or contractual or fiduciary relationships; or d) contains personally identifiable information belonging to minors.
To the extent that the following activities are prohibited by applicable law, in using this site you will not: a) use the site for any illegal purpose, in violation of any applicable laws or regulations; b) publish web pages that contain links that initiate downloads of copyright-infringing or other illegal material; c) electronically stalk or otherwise electronically harass another; or d) engage in any Internet activities that would violate the personal privacy rights of others, including but not limited to, collecting and distributing information about Internet users without their permission, except as permitted by applicable law.
To the extent that any of the following activities materially interfere with this site or the network and systems of a Sharyland service provider, you will not: a) post, disseminate or transmit any worm, viruses or other harmful, disruptive or destructive files, code or programs on this site or Service; b) use Internet Relay Chat (IRC) bots, i.e., programs that utilize excessive resources by connecting to an IRC network and running 24 hours per day; c) hinder the ability of others to use IRC; d) disrupt the normal flow on this site or Service or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; e) interfere with, disrupt, or harm in any way the servers or networks connected to this site or Service; f) use this site or Service to access the accounts of others without permission; g) attempt to penetrate security measures of the this site, Service, or another entity, or obtain or bypass others' passwords; or h) engage in denial of service attacks, i.e., actions designed to impair network access by flooding a site or the Internet with useless traffic.
2.BILLING AND PAYMENT.
You may become a Member to the Services without paying Sharyland to access any Services, and other content Sharyland offers for free. However, Sharyland may charge fees to access certain Services content as designated by Sharyland. If you are required to pay a Membership fee or service charges to access certain content, this information will be clearly listed. All fees and charges are stated in U.S. dollars unless otherwise specified.
Payment by Credit Card.
You may use a credit card to pay for certain Services and content provided by Sharyland. When you provide credit card information to Sharyland, you represent to Sharyland that you are the authorized user of the credit card that is used to pay charges or other fees and authorize Sharyland to charge your credit card for any charges or other fees incurred by you. For recurring monthly charges, if applicable, each month that you use such Services, you agree and reaffirm that Sharyland is authorized to charge your credit card for the Membership fee. You agree to notify Sharyland promptly of any changes to your credit card account number, its expiration date and/or your billing address, and you agree to notify Sharyland promptly if your credit card expires or is canceled for any reason.
3. ONLINE CONDUCT, CHEATING AND ILLEGAL BEHAVIOR.
You agree that you will be personally responsible for the use of your Account and for all of the communication and activity that results from use of your Account. Your online conduct and interaction with other Members and/or individuals should be guided by common sense and basic etiquette. Specific requirements may also be found in this Agreement and the Online Terms and Conditions of Use.
Sharyland reserves the right to terminate your Account or a particular Membership for any reason, for any conduct or for any activity that Sharyland believes is illegal. You acknowledge that Sharyland is not required to provide you notice before terminating your Membership and/or Account, but it may choose to do so.
4. USER GENERATED CONTENT.
"User Generated Content" means any content made available to other users through your use of Member features of the Services and may include, but is not limited to, website webpages, website postings, and forum posts. You expressly grant Sharyland the complete and irrevocable right to quote, re-post, use, reproduce, modify, distribute, transmit, broadcast, and otherwise communicate, and publicly display and perform the User Generated Content in any form, anywhere, with or without attribution to you, and without any notice or compensation to you of any kind.
5. WARRANTIES AND LIMITATION OF LIABILITY.
THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES, AND ANY PRODUCTS OR FEATURES IN CONNECTION WITH ANY MEMBERSHIP REMAINS WITH YOU, THE USER. SHARYLAND EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SERVICES, AND ANY PRODUCT(S), GOOD(S) OR MATERIALS GENERATED BY SHARYLAND AS PART OF THE SERVICES OR ANY MEMBERSHIP. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED.
SHARYLAND DOES NOT GUARANTEE CONTINOUS, ERROR-FREE, VIRUS-FREE OR SECURE OPERATION AND ACCESS TO THE SERVICES, YOUR ACCOUNT AND YOUR MEMBERSHIP. YOU ASSUME THE ENTIRE RISK WITH RESPECT TO THE PERFORMANCE AND RESULTS OF THE SERVICES IN CONNECTION WITH YOUR MEMBERSHIP.
NEITHER SHARYLAND, ITS LICENSORS, NOR THEIR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, YOUR ACCOUNT, YOUR MEMBERSHIP, AND ANY FEATURES OR PRODUCTS IN CONNECTION WITH ANY MEMBERSHIP INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SHARYLAND IS TO DISCONTINUE USE OF THE SERVICES AND CANCEL YOUR ACCOUNT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SHARYLAND, ITS LICENSORS, AND THEIR AFFILIATES LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless Sharyland, its licensors and their affiliates from all liabilities, claims and expenses, including attorneys' fees, that arise from or in connection with breach of this Agreement, use of the Services or any Membership, or any User Generated Content by you or any person(s) using your Account. Sharyland reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide indemnification to Sharyland in that matter. This Section regarding Indemnification shall survive termination of this Agreement.
7. AMENDMENTS TO THIS AGREEMENT.
Sharyland may amend this Agreement at any time in its sole discretion. As a Member, you agree that Sharyland may amend the terms of this Agreement. If Sharyland amends the Agreement, such amendment shall be effective immediately after posting of the new amended Agreement. You agree to review the Agreement periodically to become aware of such amendments. You can view the Agreement at any time at Membership Agreement
. Your failure to cancel your Account after an amended Agreement is posted on the Sharyland website will mean that you accept all such amendments. If you don't agree to the amendments or to any of the terms in this Agreement, your only remedy is to cancel your Account.
8. TERM AND TERMINATION.
Either you or Sharyland has the right to terminate or cancel your Account at any time. You understand and agree that the cancellation of your Account is your sole right and remedy with respect to any dispute with Sharyland.
The term of this Agreement (the "Term") will be effective as of the date that you click "I Agree, Sign Me Up" below, and will continue in effect until otherwise terminated in accordance with this Agreement.
- Termination by You
Sharyland reserves the right to collect fees, surcharges or costs incurred prior to the cancellation of your Account. In addition, you are responsible for any charges incurred to third-party vendors or content providers before your cancellation. In the event that your account is terminated or canceled by you, no refund, including any charges or fees, will be granted. In the event that your Account or a particular Membership is terminated or cancelled by Sharyland for a violation of this Agreement or improper or illegal activity, no refund of the charges and/or fees will be granted.
You agree that this Agreement shall be deemed to have been made and executed in the State of Texas, and any dispute arising hereunder shall be resolved in accordance with the law of the State of Texas. You agree that any claim asserted in any legal proceeding by you against Sharyland shall be commenced and maintained in any state or federal court located in Dallas County, Texas, having subject matter jurisdiction with respect to the dispute between the parties. In the event that any provision of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement.
You agree to comply with all applicable import/export laws and regulations of the United States and its governmental and regulatory agencies (including, without limitation, the Bureau of Export Administration and the U.S. Department of Commerce).