Pepper Archive Website Terms of Use

Effective and Last Updated: February __, 2018

These Terms of Use govern your access to and use of the www.pepperarchive.com website, which is owned and operated by Pepper LLC ("Pepper") (the "Website").

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE. BY ACCESSING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU ARE ACCESSING THE WEBSITE ON BEHALF OF YOUR EMPLOYER OR ANOTHER PERSON OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND SUCH EMPLOYER OR OTHER PERSON OR ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE WITH THESE TERMS OF USE, DO NOT ACCESS THE WEBSITE.

Pepper reserves the right to change any of the terms and conditions contained in the Website Terms of Use or any policy or guideline of the Site, at any time and in its sole discretion.

When we make changes, we will revise the "last updated" date at the top of the Website Terms of Use. Any changes will be effective immediately upon posting on the Website. Your continued use of the Website following the posting of changes will constitute your acceptance of such changes.

These terms of use are not intended to alter the terms or conditions of any content license you obtain from or have granted to Pepper. To the extent of any conflict, the terms of your content license govern. 

 

Website Ownership
Pepper owns the Website. Unless indicated otherwise, all the content featured or displayed on the Website, but not limited to, text, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof (“Pepper Website Content”) is owned by Pepper, its licensors, or its third-party partners. All elements of the Website, including the Pepper Website Content, are protected by copyright, trade dress,

moral rights, trademark and other laws relating to the protection of intellectual property.

 

Website Use
The Website and the Pepper Website Content are intended for Pepper customers. You may not use the Website or the Pepper Website Content for any purpose not related to your business with Pepper. You are specifically prohibited from: (a) downloading, copying, or re-transmitting any or all of the Website or the Pepper Website Content without, or in violation of, a written license or agreement with Pepper; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating or otherwise displaying the Website or the Pepper Website Content by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any Pepper product or service if you are not expressly authorized by such party to do so; [will the site have registration features?] (e) reverse engineering, altering or modifying any part of the Website or the Pepper Website Content; (f) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our servers or other infrastructure or use the Website in any way that causes, or is likely to cause, the Website or access to or use of it to be interrupted, damaged or impaired in any way; (g) circumventing, disabling or otherwise interfering with security-related features of the Website or any system resources, services or networks connected to or accessible through the Website; (h) selling, licensing, leasing, or in any way commercializing the Website or the Pepper Website Content without specific written authorization from Pepper; and (i) using the Website or the Pepper Website Content other than for its intended purpose. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside.

 

Copyright Infringement Policy
Pursuant to the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, Pepper will remove terminate, and at Pepper’s sole discretion, account holders [applicable?] who infringe the intellectual property rights of Pepper or any third party. 

 

Copyright Complaints
If you believe that any material on the Website infringes any copyright that you own or control, you may file a notification of that infringement with Pepper’s Designated Agent:

 

Copyright Agent                    NOTE: I will need to register Pepper + its 

Pepper Archive                    contact info with the Copyright Office to 

[mailing address]                    comply with/benefit from the DMCA ~ M.J.

Email: copyright@pepperarchive.com

 

Trademarks
The Pepper trademark, the Pepper logo, and any other product or service name or slogan contained in the Website are trademarks of Pepper and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Pepper or the applicable trademark holder. You may not use metatags or any other "hidden text" utilizing "Pepper" or “Pepper Archive” or any other name, trademark or product or service name of Pepper without our prior written permission. In addition, the look and feel of the Website, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Pepper and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

 

Links to the Website, Third-Party Links

You may not use a Pepper logo or other proprietary graphic of Pepper to link to the Website without our priori written permission. You may not frame any Pepper trademark, logo, or other proprietary information, including the Pepper Website Content, without the express written consent of Pepper.

Pepper accepts no responsibility, directly or indirectly, for the quality, content, nature, or reliability of third-party websites accessible by hyperlink from the Website or websites that link to the Website. Pepper provides these links to you only as a convenience, and the inclusion of

any link does not imply affiliation, endorsement or adoption by Pepper of any website or any information contained therein.

 

Indemnification
You agree to defend, indemnify and hold harmless Pepper, its subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to your access to the Website, any content that you post, store or otherwise transmit on or through the Website, your conduct, your use or inability to use the Website, your breach or alleged breach of the Website Terms of Use or of any representation or warranty contained herein, your unauthorized use of the Pepper Website Content, or your violation of any rights of another.

 

Disclaimer
THE WEBSITE, INCLUDING WITHOUT LIMITATION THE PEPPER WEBSITE CONTENT, ARE PROVIDED "AS IS" AND PEPPER AND ITS OFFICERS, MEMBERS, EMPLOYEES, CONTENT CONTRIBUTORS, LICENSORS, AGENTS AND AFFILIATES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. PEPPER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY

KIND ARISING FROM THE USE OF THE WEBSITE OR THE PEPPER WEBSITE CONTENT, OR THE UNAVAILABILITY OF THE SAME, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT PEPPER, ASSUME THE ENTIRE COST OF ALL

NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE OR THE PEPPER WEBSITE CONTENT. WE MAKE NO WARRANTY THAT THE SITE OR THE PEPPER WEBSITE CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. Pepper uses reasonable efforts to ensure the accuracy, correctness and reliability of the Pepper Website Content, but we make no representations or warranties as to the Pepper Website Content's accuracy, correctness or reliability. Certain jurisdictions do not allow for the exclusion of implied warranties, so the above limitation or exclusion may not apply to you.

 

Limitation of Liability (?)
WE AND OUR OFFICERS, MEMBERS, EMPLOYEESPARTNERS AND AGENTS (including us, collectively, the “Pepper Parties”) SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, DIRECT, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THESE TERMS OF USE OR ARISING OUT OF YOUR OR ANY OF YOUR REPRESENTATIVES’ USE OF THE WEBSITE, OUR SERVICES OR ANY OF THE MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. THE FEES FOR OUR SERVICES REFLECT AND ARE SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS OF USE. Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF USE, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF THE PEPPER PARTIES UNDER THESE TERMS OF USE, OR THE ACCESS OR USE OF THE SITE OR ANY OF THE MATERIALS, SHALL BE LIMITED TO AN AGGREGATE OF ONE ($1) U.S. DOLLAR OR THE AMOUNT SET FORTH IN THE LICENSE AGREEMENT, IF APPLICABLE AND GREATER, EVEN IF WE OR ANOTHER PEPPER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

Applicable Law and Venue
Any dispute relating in any way to your use of the Website or the Pepper Website Content shall be submitted to confidential arbitration in New York City, New York, except that, to the extent you have in any manner violated or threatened to violate Pepper’s intellectual property rights, Pepper may seek injunctive or other appropriate relief in any state or federal court in the State of New York, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this provision shall be conducted by a single arbitrator under the rules then prevailing of the American Arbitration Provision. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to the Site Terms, whether through class arbitration proceedings or otherwise.

Termination
Pepper reserves the right, without notice and in its sole discretion, to terminate your account [applicable?] and/or to block your use of the Website.


Miscellaneous
Any waiver of any provision of the Website Terms of Use will be effective only if in writing and signed by Pepper. If any clause in these Website Terms of Use is found to be unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect. Pepper reserves any rights not expressly granted herein.


Questions and Contact Information
Questions or comments about the Website or Website Terms of Use may be directed to Pepper at ________@pepperarchive.com or to [add mailing address].