iaedp MEMBERSHARE TERMS AND CONDITIONS OF USE

EFFECTIVE AS OF January 1, 2016

Welcome to the iaedp MEMBERSHARE web site (the “Site”) which is operated by iaedp MEMBERSHARE (“Company,” “our,” “we,” or “us”). The services Company provides on the Site include applications, community pages, message boards, messaging services, mobile services and any other features, content, promotions, games or applications offered from time to time by Company (collectively, the “Company Services”).

Company has created the Site and Company Services for your personal enjoyment and entertainment. By visiting the Site you accept and agree to be bound by these Terms of Use, including any future modifications, which constitute an agreement (“Agreement”) between you and Company and to abide by all applicable laws, rules and regulations (collectively, “Applicable Law”). Please read this Agreement carefully. Company reserves the right to modify or amend this Agreement without notice at any time, and such modification(s) will be effective upon posting on the Site. All material modifications will apply prospectively only. Your continued use of the Site and/or Company Services following any such modification constitutes your acceptance and agreement to be bound by the Agreement as so modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement and to abide by Applicable Law, you must immediately leave the Site and discontinue your use of Company Services. You may receive a copy of this Agreement by emailing us at blanche@iaedp.com with the following subject: Terms of Use Agreement. Your access to certain Site features may require you to accept additional terms and conditions applicable to such features, in addition to this Agreement, and may require you to download Software or Content (each as defined below) and additional terms may apply certain Company Services, for example Forums (see Section 5 of this Agreement). Any questions or comments regarding, or problems with, the Site should be sent to the Site Administrator at blanche@iaedp.com.

  • ELIGIBILITY AND USER PROTECTION OF LOG-IN INFORMATION
    • Use of the Site and Company Services is limited to users 13 years of age and older that are residents of the United States. Any registration information you submit to create an account must be accurate, complete and kept updated. You are responsible for maintaining the confidentiality of your password and are responsible for all use of your account. It is therefore critical that you do not share your password with anyone. You agree not to use the username, email address or password of another user at any time. You agree to notify Company immediately if you suspect any unauthorized use of, or access to, your account or password.
  • TERM
    • This Agreement shall remain in full force and effect while you use the Company Services or are a subscriber or a member. Company may terminate your subscription or membership at any time, without warning. Even after subscription or membership is terminated, this Agreement will remain in effect.
  • COMPANY CONTENT
    • The Site and Company Services contain information, text, files, images, images, video, sounds, musical works, works of authorship, applications, and any other materials or content (collectively, “Content”) of Company (“Company Content”). Company Content is protected by copyright, trademark, patent, trade secret and other laws, and as between you and Company, Company owns and retains all rights in the Company Content and the Company Services. Company hereby grants you a limited, revocable, non-sub licensable license to access and display the Company Content (excluding any software code) solely for your personal, non-commercial use in connection with viewing the Site and using the Company Services. The Site and Company Services may also contain Content of users and other Company licensors. Except as provided in this Agreement, by prior written consent of Company, or as explicitly permitted on the Site or Company Services, you may not copy, download, stream capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell or otherwise use any Content appearing on or through the Site and/or Company Services. Requests for permission to reproduce or distribute materials found on the Site can be made by contacting Company in writing the Site Administrator at blanche@iaedp.com
    • Further, except as explicitly and expressly permitted by Company, you are strictly prohibited from creating works or materials (including but not limited to fonts, icons, link buttons, wallpaper, desktop themes, on-line postcards, montages, mash-ups and similar videos, greeting cards and unlicensed merchandise) that derive from or are based on the Company Content. This prohibition applies regardless of whether the derivative works or materials are sold, bartered or given away. You may not either directly or through the use of any device, software, internet site, web-based service or other means remove, later, bypass, avoid interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Company Content or any digital rights management mechanism, device, or other content protection or access control measure associated with Company Content including geo-filtering mechanisms. Furthermore, you may not create, recreate, distribute or advertise an index of any significant portion of Company Content unless authorized in writing by company. You may not build a business utilizing Company Content, whether or not for profit.
  • USE OF COMPANY SERVICES
    • The Company Services are offered for your personal use only and may not be used for commercial purposes. Company reserves the right to remove commercial content in its sole discretion. You understand that you are responsible for all Content that you post, upload, transmit, email or otherwise make available on, through or in connection with the Company Services (collectively, “User Content”). Accordingly, please choose carefully the information that you post on, through or in connection with the Company Services. You understand that Company does not control the User Content posted by users via the Company Services and, as such, you understand you may be exposed to offensive, indecent, inaccurate or otherwise objectionable Content. Company assumes no responsibility or liability for this type of Content. If you become aware of misuse of the Company Services, please report this immediately to the Company at blanche@iaedp.com. Company assumes no responsibility for monitoring the Company Services for inappropriate Content or conduct. If at any time, Company chooses in its sole discretion to monitor the Company Services, Company nonetheless assumes no responsibility for User Content and assumes no obligation to modify or remove any inappropriate User Content, and no responsibility for the conduct of any user.
    • You agree NOT to use the Company Services to:
      1. Post, upload or otherwise transmit or link to Content that is: unlawful; threatening; harmful; abusive; pornographic or includes nudity; offensive; harassing; excessively violent; tortuous; defamatory; invasive of another’s privacy, publicity, copyright, trademark, patent, trade secret, contract or other rights; false or misleading; obscene; vulgar; libelous; hateful; or discriminatory;
      2. Violate the rights of others including patent, trademark, trademark, trade secret, copyright, privacy, publicity or other proprietary rights;
      3. Harass or harm another person;
      4. Exploit or endanger a minor;
      5. Impersonate or attempt to impersonate any person or entity;
      6. Introduce or engage in activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of or access to a computer or a computer network;
      7. Interfere with, damage, disable, disrupt, impair, create an undue burden on, or gain unauthorized access to the Company Services, including Company’s servers, networks or accounts;
      8. Cover, remove, disable, block or obscure advertisements or other portions of the Company Services;
      9. Use technology or any automated system such as scripts or bots in order to collect usernames, passwords, email addresses or other data from the Company Services, or to circumvent or modify any security technology or software that is part of the Company Services;
      10. Send or cause to send (directly or indirectly) unsolicited bulk messages or other unsolicited bulk communications of any kind through the Company Services. If you do so, you acknowledge you will have caused substantial harm to Company, but that the amount of harm would be extremely difficult to measure. As a reasonable estimation of such harm, you agree to pay Company $50 for each actual or intended recipient of such communication;
      11. Solicit, collect or request any personal information for commercial or unlawful purposes;
      12. Post, upload or otherwise transmit an image or video of another person without that person’s consent;
      13. Engage in commercial activity (including but not limited to sales, contests, or sweepstakes) without Company’s prior written consent;
      14. Use the Company Services to advertise or promote competing services;
      15. Use the Company Services in a manner inconsistent with Applicable Law;
      16. Attempt, facilitate or encourage others to do any of the foregoing; and
      17. Disclose personally identifiable information, such as your full name, email, address, telephone number or street address.
    • Company reserves the right, but disclaims any obligation or responsibility, to remove User Content that violates this Agreement, as determined by Company in its sole discretion. You acknowledge the Company reserves the right to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including but not limited to, terminating their user account and/or reporting such User Content, conduct, or activity to law enforcement authorities.
    • You acknowledge, consent and agree that Company may access, preserve or disclose information you provide, including User Content, when Company has a good faith belief that such access, preservation or disclosure is necessary in order to: (i) protect or defend the legal rights or property of Company, our parents, subsidiaries or affiliates (“Affiliated Companies”), or their employees, agents and contractors (including enforcement of our agreements); (ii) protect the safety and security of Users of the Company Services or members of the public including acting in urgent circumstances; (iii) protect against fraud or for risk management purposes; or (iv) comply with Applicable Law or the legal process.
  • MESSAGE BOARDS AND PUBLIC FORUMS
    • Company offers users the ability to post public messages on message boards and forums (“Forums”), which may be open to the public generally, to all users of the Site, or to a select group of members to a specific Forum group. You acknowledge that messages posted on such Forums are public, and Company cannot guarantee the security of any information you disclose through any Forum; you make such disclosures at your own risk. Company is not responsible for the content or accuracy of any information posted on a Forum, and shall not be responsible for any decisions made based on such information. Company reserves the right, but disclaims any obligation or responsibility, to prevent you from posting User Content to any Forum and to restrict or remove your User Content from a Forum for any reason at any time.
    • You are solely responsible for your interactions with other users of the Site or Company Services. Company reserves the right, but has no obligation to become involved in any way with these disputes.
    • Your use of Forums is also subject to the Privacy Policy, described below.
  • POINTS
    • The Site and Company Services may, from time to time, enable you to accumulate or earn points by engaging in certain activities. Company reserves the right in its sole discretion to establish, control and limit the means of earning points or to expire your points after a specified period of time. Points have no “real world” or cash value. You have no ownership interest in accrued Points and Points do not constitute your property. Points have no purpose or use except as a means of recognizing members of iaedp MEMBERSHARE through accolades on the Site or Company Services. Points cannot be redeemed by, or sold or otherwise transferred to, any other person. Company’s good faith determination of the amount of Points awarded to you shall be final and binding.
  • PRIVACY
    • Use of the Company Services is also governed by our Privacy Policy located below and which is incorporated into this Agreement by this reference.
  • YOUR PROPRIETARY RIGHTS
    • Company does not claim any ownership rights in the User Content that you post, upload, email transmit, or otherwise make available on, through or in connection with the Company Services; provided, however, that User Content shall not include any Content posted by a user that is already owned by Company or any Affiliated Company. By posting any User Content on, through or in connection with the Company Services, you hereby grant to Company and our Affiliated Companies, licensees and authorized users, a perpetual, non-exclusive, fully-paid and royalty-free, sub licensable, irrevocable, transferable (in whole or in part), worldwide license to use, modify, excerpt, adapt, create derivative works and compilations based upon, publicly perform, publicly display, reproduce, and distribute such User Content on, through or in connection with the Company Services or in connection with any distribution or syndication thereof to Third Party Services (defined below in Section 10), on and through all media formats now known or hereafter devised, for any and all purposes including, but not limited to, promotional, marketing, trade or commercial purposes. Company’s use of such User Content shall not require any further notice to you and such use shall in Company’s sole discretion and be without the requirement of any permission from or payment to you or to any other person or entity. Company reserves the right to limit the storage capacity of User Content that you post on, through or in connection with the Company Services.
    • You represent and warrant that: (i) you own the User Content posted by you on, through or in connection with the Company Services, or otherwise have the right to grant the license set forth in this Section, and (ii) the posting of User Content by you on, through or in connection with the Company Services and Third Party Services (defined below in Section 10) does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any User Content posted by you on or through the Company Services or Third Party Services.
  • UNSOLICITED SUBMISSIONS
    • Company does not knowingly accept, via the Site or otherwise, unsolicited submissions including, without limitation, submissions of blog ideas, scripts, story lines, articles, fan fiction, characters, drawings, information, suggestions, proposals, ideas or concepts. Company’s policy is to simply delete any such submission without reading it (or forwarding it). Therefore, any similarity between an unsolicited submission and any elements in any Company creative work (or affiliated company’s creative work) including, without limitation, a film, series, story, title or concept would be purely coincidental.
    • If unsolicited submissions are sent to Company via the Site or Company Services, however, these submissions become the property of Company and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted as Company sees fit. You agree that you are not entitled to any compensation, credit or notice whatsoever and that by sending an unsolicited submission you waive the right to make any claim against Company, its parents or affiliates relating to unsolicited submissions, including, without limitation, unfair competition, breach of implied contract or breach of confidentiality.
  • COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY
    • Company respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other propriety rights of any person or entity. Company has a policy of terminating repeat infringers’ access to the Company Services in appropriate circumstances.
    • If you believe that any material contained in the Site infringes your copyright, please email or fax a notification of claimed infringement to Company’s Designated Copyright Agent:
      • Copyright Agent
        Email: blanche@iaedp.com.
        Subject Line: iaedp MEMBERSHARE Site DMCA
    • To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. ß512(c)(3)) and ß512(d):
      • 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;
      • 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 the service provider to locate the material (or in the case of references or links that are claimed to have infringing material or activity, identification of the reference or link, to material or activity claiming to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate that reference or link);
      • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
      • A statement by you 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;
      • A statement by you that the above information in your notification is accurate, and statement by you made under penalty of perjury, that you are the owner of an exclusive right this is allegedly infringed or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
      • Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    • Please be advised emails sent to blanche@iaedp.com without the appropriate subject line or for purposes other than communication about copyright claims may not be acknowledged or responded to.
  • THIRD PARTY LINKS, SERVICES AND ADVERTISING
    • Company may provide, or third parties may provide, links to other websites, social media services, applications, resources or other services created by third parties (“Third Party Services”). When you engage with the Third Party Service, you are interacting with the third party, not with Company. If you choose to use a Third Party Service and share information with it, the Third Party Services may use and share your data in accordance with the Third Party Service’s privacy policy and your privacy settings on such Third Party Service. In addition, the third party providing the Third Party Service may use other parties to provide portions of the application or service to you, such as technology, development or payment services. Company is not responsible for the content or practices of any websites other than the Site, even if the website links to the Site and even if it is operated by an affiliated company or company otherwise connected with the Site. Company makes no warranties, express or implied, as to the Third Party Services (including the accuracy and completeness of information supplied or the privacy practices thereof). If you decide to access other websites, you do so at your own risk. If Company has provided links or pointers to other websites on the Site or the Company Services, they are solely as a convenience to you and no inference or assumption should be made and no representation should be implied that Company is connected with, operates, controls or endorses these websites. When you access other websites or Third Party Services, Company encourages you not to provide any personally identifiable information unless you know and are comfortable with the party with whom you are interacting and their privacy policy.
    • If you are interested in creating hypertext links to the Site, you must contact Company at blanche@iaedp.com before doing so. In establishing hypertext links, you must not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of the Site or Company, including its respective employees, agents, directors, officers and/or shareholders.
    • Company takes no responsibility for third party advertisements which are posted on the Site or the Company Services, nor does it take any responsibility for the goods or services provided by its advertisers.
  • COMPANY NEWSLETTERS; EMAIL ALERTS
    • Company may deliver newsletters and email alerts to its subscribers on a variety of Company services and programming. If you would like to subscribe to any of the newsletters Company offers, you may do so by clicking on the “Newsletter” link on the website. If you would like to unsubscribe from any Company newsletter or email alert, you may do so in any of the following ways: (i) by clicking on the “unsubscribe” link at the bottom of the Company newsletter or email alert that you have signed up to receive; or (ii) by sending your request in writing to the following email address: blanche@iaedp.com.
  • DISCLAIMERS
    • The Site and Company Services are provided “As Is” and “as available” and Company does not guarantee or promise any specific results from use of the Site and/or Company Services. Company expressly disclaims any warranties and conditions of any kind, whether express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In particular, Company makes no warranty that your use of the Site and/or Company Services will be uninterrupted, timely, secure or error-free or that any information obtained by you on, through or in connection with the Company Services or Third Party Services (including but not limited to, through User Content or third party advertisements) will be accurate or reliable. Under no circumstances will Company be responsible for any loss or damage, including but not limited to, property damage, personal injury or death, resulting from use of the Site and/or Company Services, problems or technical malfunction in connection with use of the Site and/or Company Services, attendance at a Company event, any material downloaded or otherwise obtained in connection with the Site and/or Company Services, any User Content, third party advertisement or Third Party Service posted on, through or in connection with the Site and/or Company Services, or the conduct of any users of the Company Services, whether online or offline. Your use of User Content, third party advertisements, Third Party Services and the goods or services provided by any third parties is solely your responsibility and at your own risk. User Content, third party advertisements and Third Party Services do not necessarily reflect the opinions or policies of Company.
  • LIMITATION OF LIABILITY
    • IN NO EVENT WILL COMPANY, THE AFFILIATE COMPANIES OR iaedp MEMBERSHARE’S PRODUCERS, SPONSORS OR ADVERTISERS (OR EACH OF THEIR RESPECTIVE AFFILIATES, LICENSORS, AND SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE TERM OF YOUR USE OF THE SITE AND/OR COMPANY SERVICES.
  • INDEMNITY
    • You agree to defend, indemnify and hold harmless Company, the Affiliated Companies and iaedp MEMBERSHARE’s producers, sponsors and advertisers and each of their parents, affiliates and related companies together with their respective employees, agents, directors, officers and shareholders, from and against all the liabilities, claims, damages and expenses (including reasonable attorney’s fees and costs) arising out of your use of the Site and/or Company Services; your failure to use the Site; your breach or alleged breach of this Agreement or your breach or alleged breach of the copyright, trademark, proprietary or other rights of third parties.
  • TERMINATION
    • Company reserves the right to immediately terminate your use of, or access to, the Site at any time for any or no reason, with our without prior notice or explanation, and without liability. Furthermore, even after your user account or access to a section of the Site is terminated, this Agreement will remain in effect.
  • U.S. EXPORT CONTROLS
    • Software available in connection with the Site and/or Company Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Site or Company Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
  • DISPUTES
    • This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to any principles of conflicts of law. You agree to submit to the exclusive jurisdiction of the courts of the State of Delaware or, if appropriate, the United States District Court for Delaware for resolution of any dispute, action or proceeding arising in connection with this Agreement or your use or non-use of the Site, and you further irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
  • OTHER
    • The failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The Section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
    • Please contact us at blanche@iaedp.com with any questions regarding this Agreement.
  • Copyrights © / Trademarks ™2016 Trademark Notice: iaedp MEMBERSHARE™ and its related entities are used under license. All rights reserved.
  • If you have any questions please send an e-mail to blanche@iaedp.com.

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