- Definitions and Acceptance of Terms
- "Xchangepointe.com" is the online service provided, owned and operated by Young Consulting, Inc. on the World Wide Web of the Internet, consisting of information services and content provided by Young Consulting, Inc., its affiliates and third-parties. "Subcriber" means each person who establishes or accesses a connection ("Account") for access to and use of Xchangepointe.com.
- Subscriber shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site and all charges related thereto.
- YoungConsulting may change the Terms from time to time at its sole discretion, including by imposing a charge for access to or use of a Service. If such changes are made, YoungConsulting will make a new copy of the General Terms available at the Site, with any new Additional Terms made available to Subscriber from within or through the affected Service. YoungConsulting may require Subscriber to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. Otherwise, Subscriber's continued use of the Site or any affected Service constitutes Subscriber's acceptance of the changes. Subscriber's use of the Site, Materials and Services is subject to the most current version of the Terms posted on the Site, or within or through the affected Service, at the time of such use. Please regularly check the Site to view the then-current Terms.
- Services and Materials provided by third parties are governed by separate agreements accompanying such Services and Materials.
- Use of Site, Services and Materials
- Subscriber agrees to adhere to all limitations on dissemination, use and reproduction of any Materials that Subscriber downloads or accesses from the Site.
- Unless expressly agreed to by YoungConsulting in writing elsewhere, YoungConsulting has no obligation to store any Materials that Subscriber uploads, posts, emails, transmits or otherwise makes available through Subscriber's use of the Site or via the Services ("Subscriber Content"). YoungConsulting has no responsibility or liability for the deletion or accuracy of any Materials, including Subscriber Content, the failure to store, transmit or receive transmission of Materials, or the security, privacy, storage or transmission of other communications originating with or involving use of the Services. Certain Services may enable Subscriber to specify the level at which such Services restrict access to Subscriber Content. Subscriber is solely responsible for applying the appropriate level of access to Subscriber Content. If Subscriber does not choose, the system may default to its most permissive setting. Subscriber agrees that YoungConsulting retains the right to create reasonable limits on Subscriber's use of the Materials, including Subscriber Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by YoungConsulting in its sole discretion.
- Subscriber agrees that Subscriber's Account Information will always be complete, accurate and up-to-date. It is Subscriber's responsibility to keep Subscriber's Account Information confidential at all times and Subscriber is solely responsible for all activity that occurs to Subscriber's Account Information when Subscriber is logged in to Subscriber's account. If Subscriber becomes aware of any unauthorized use of Subscriber's account or Account Information, or any other breach of security, Subscriber agrees to notify YoungConsulting immediately. Subscriber may not use another person or entities' Account Information. YoungConsulting may require that Subscriber change Subscriber's Account Information or certain parts of Subscriber's Account Information at any time for any reason.
- Subscriber agrees to use the Services and the Materials only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in any applicable jurisdiction (including any laws regarding the export of data or software to and from the United States or other applicable countries) ("Law").
- Subscriber agrees not to access or attempt to access the Services by any means other than the interface provided by YoungConsulting.
- The Site, Services and Materials, and their selection and arrangement, are protected by copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights (the "Intellectual Property Rights"). Except as expressly provided in the Terms, YoungConsulting and its suppliers do not grant any express or implied rights to use the Site, Services and Materials.
- The trademarks, logos and service marks displayed on the Site (the "Marks") are the property of YoungConsulting or third parties. Subscriber is not permitted to use the Marks without the prior written consent of YoungConsulting or the third party that may own the Marks. YoungConsulting and the YoungConsulting logo are trademarks of YoungConsulting. For a current list of YoungConsulting's Marks, as well as certain third party Marks, please refer to the posted trademark information at http://www.youngconsulting.com.
- Use of Software
- Any Software that is made available via the Site is the property of YoungConsulting and its suppliers. Use of such Software is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Site page(s) accompanying the Software. Subscriber shall not use, download or install any Software that is accompanied by or includes a license agreement unless Subscriber agrees to the terms of such license agreement. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, redistribution or use on a service bureau basis. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Software.
- If no license agreement accompanies the Software, use of the Software will be governed by the Terms. YoungConsulting grants Subscriber a personal, non-assignable, nonexclusive license to use the Software for the sole purpose of enabling Subscriber to use the Services as provided by YoungConsulting, in the manner permitted by the Terms. Subscriber agrees that Subscriber will not decompile, reverse engineer or otherwise attempt to discover the source code of the Software. Unless YoungConsulting has given Subscriber specific written permission to do so, Subscriber may not assign (or grant a sublicense of) Subscriber's rights to use the Software, grant a security interest in or over Subscriber's rights to use the Software, or otherwise transfer any part of Subscriber's rights to use the Software.
- Use of YoungConsulting Materials and User Content.
- Except as indicated to the contrary in any applicable Additional Terms, YoungConsulting hereby grants Subscriber a license to view, download and print Materials provided by YoungConsulting ("YoungConsulting Materials") and any Materials provided by Users ("User Content"), subject to the following conditions:
- Subscriber may access and use the YoungConsulting Materials and User Content solely for internal purposes, in accordance with the Terms;
- Subscriber may not modify or alter the YoungConsulting Materials or User Content;
- Subscriber may not distribute or sell, rent, lease, license or otherwise make the YoungConsulting Materials or the User Content available to others; and
- Subscriber may not remove any text, copyright or other proprietary notices contained in the YoungConsulting Materials or User Content.
- YoungConsulting reserves the right to revoke the authorization to view, download and print the YoungConsulting Materials and User Content at any time, and any such use shall be discontinued immediately upon notice from YoungConsulting.
- Software is subject to the additional provisions governing Software set forth herein.
- The rights specified above are not applicable to the design, layout or look and feel of the Site. Such elements of the Site are protected by Intellectual Property Rights and may not be copied or imitated in whole or in part. No mark, graphic, sound or image from the Site may be copied or retransmitted unless expressly permitted by YoungConsulting. In addition, various sections of the Sites may showcase the work of creative professionals. Such Materials (whether YoungConsulting Materials or User Content) belong to their creators, may be protected by Intellectual Property Rights, and are for display purposes only. Accordingly, Subscriber may not download or print these works unless there is a notice associated with the work expressly permitting such uses.
- User Conduct
- Subscriber agrees that Subscriber, not YoungConsulting, is entirely responsible for all Subscriber Content that Subscriber uploads, posts, emails, transmits or otherwise makes available on the Site or via the Services ("Make Available"), whether publicly posted or privately transmitted. Subscriber assumes all risks associated with use of Subscriber Content, including any reliance on its accuracy, completeness or usefulness.
- Subscriber represents and warrants that: (i) Subscriber owns the Intellectual Property Rights, or has obtained all necessary license(s) from the owners of the Intellectual Property Rights, to use Subscriber Content in keeping with Subscriber's use in connection with the Site, the Services or as otherwise permitted by the Terms; (ii) Subscriber has the rights necessary to grant the license and sublicenses described in the Terms; and (iii) Subscriber has received consent from any and all persons or entities related to the Subscriber Content to use Subscriber Content as set forth in the Terms, including distribution, public display, public performance and reproduction of Subscriber Content.
- Subscriber acknowledges and agrees that by accessing or using the Site, Services or Materials, Subscriber may be exposed to Materials from others that may be considered offensive, indecent or otherwise objectionable.
- Subscriber agrees not to use, or to encourage or permit others to use, the Site or Services to:
- Make Available any Material that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child-pornographic, lewd, profane, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- Stalk, intimidate and/or harass another;
- Incite others to commit violence;
- Harm minors in any way;
- Make Available any Material that Subscriber does not have a right to Make Available under any Law or contractual or fiduciary relationship;
- Make Available any Material that infringes any Intellectual Property Right of any party;
- Impersonate any person or entity, or falsely state or otherwise misrepresent Subscriber's affiliation with a person or entity;
- Forge headers or otherwise manipulate identifiers to disguise the origin of any of Materials posted on or transmitted through the Services;
- Use the Site, Services or Materials such that it will mislead a User into believing that they are interacting directly with YoungConsulting or any Service;
- Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise);
- Use any YoungConsulting domain name as a pseudonymous return email address;
- Make Available any Material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
- Access or use the Site or Services in any manner that could damage, disable, overburden or impair any YoungConsulting server or the networks connected to any YoungConsulting server;
- Interfere with or disrupt the Site or Services or violate any applicable Laws related to the access to or use of the Site or Services, violate any requirements, procedures, policies or regulations of networks connected to the Site or Services, or engage in any activity prohibited by the Terms;
- Disrupt or interfere with the security of, or otherwise cause harm to, the Site or any Services, Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Site or any affiliated or linked sites;
- Disrupt, interfere with, or inhibit any other User from using and enjoying the Site, Services or Materials, or other affiliated or linked sites, Services nor Materials;
- Access or attempt to access any Material that Subscriber is not authorized to access or through any means not intentionally made available through the Site or Services;
- Market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by YoungConsulting;
- Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Site, the Services or any Materials, use of any Service or Materials, or access to any Service or Materials; or
- Use any data mining, robots, or similar data gathering and extraction methods in connection with the Site, Services or Materials.
- Make Available any Material that is in any way in violation of 1) the Health Insurance Portability and Accountability Act ("HIPAA"), 2) the Gramm-Leach-Bliley Act ("GLBA"), 3) the Sarbanes-Oxley Act ("SOX") or any other applicable federal, state law or other Law.
- YoungConsulting, in its sole discretion, may (but has no obligation to) monitor or review the Services and Materials at any time. Without limiting the foregoing, YoungConsulting shall have the right, in its sole discretion, to remove any of Subscriber Content for any reason (or no reason), including if it violates the Terms or any Law.
- Although YoungConsulting does not generally monitor User activity occurring in connection with the Site, Services or Materials, if YoungConsulting becomes aware of any possible violations by Subscriber of any provision of the Terms, YoungConsulting reserves the right to investigate such violations, and YoungConsulting may, at its sole discretion, immediately terminate Subscriber's license to use the Site, Services, or Materials or change, alter or remove Subscriber Content or Account Information, in whole or in part, without prior notice to Subscriber. If, as a result of such investigation, YoungConsulting believes that improper or criminal activity has occurred, YoungConsulting reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, YoungConsulting is entitled to disclose any information or Materials, including Subscriber Content or Account Information (or elements thereof), in YoungConsulting's possession in connection with Subscriber's use of the Services to (i) comply with applicable Law, legal process or governmental request; (ii) enforce the Terms; (iii) respond to any claims that Subscriber Content violates the Terms or rights of third parties; (iv) respond to Subscriber's requests for customer services; or (v) protect the rights, property or personal safety of YoungConsulting, its Users or the public, and law enforcement or other government officials, as YoungConsulting in its sole discretion believes to be necessary or appropriate.
- Use of Subscriber Content
- YoungConsulting does not claim ownership of Subscriber Content. However, except as provided in Section 8(b), Subscriber grants YoungConsulting a worldwide, royalty-free, nonexclusive, perpetual, irrevocable, and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display Subscriber Content (in whole or in part) and to incorporate Subscriber Content into other Materials or works in any format or medium now known or later developed.
- The terms of Section 8(a) shall not apply to Subscriber Content:
- When specifically agreed that Section 8(a) shall not apply in any Additional Terms that may accompany certain Services; or
- When Subscriber Content is Made Available through Services that are intended for private communication or which allow Subscriber to limit public access to Subscriber Content and Subscriber does in fact limit public access.
In the case of Subscriber Content covered by Section 8(b)(i), Subscriber grants YoungConsulting only those rights set forth in such Additional Terms.
In the case of Subscriber Content covered by Section 8(b)(ii), Subscriber grants YoungConsulting a worldwide, royalty-free, nonexclusive, and fully sublicensable license to use, distribute, reproduce, modify, publish and translate Subscriber Content solely for the purpose of enabling Subscriber's use of the Service. Subscriber may revoke this license and terminate YoungConsulting's rights at any time by removing Subscriber Content from the Service.
- Links to Third Party Sites
The Site, Services and Materials may include links that will take Subscriber to other sites outside of the Site ("Linked Sites"). The Linked Sites are provided by YoungConsulting to Subscriber as a convenience and the inclusion of the links does not imply any endorsement by YoungConsulting of any Linked Site. YoungConsulting has no control of the Linked Sites and Subscriber agrees that YoungConsulting is not responsible for the availability or contents of any Linked Site (including any advertising, products or other materials on or available from such Linked Site), any link contained in a Linked Site, or any changes or updates to a Linked Site.
- Modifications to Site, Services and Materials
YoungConsulting may at any time and from time to time modify or discontinue, temporarily or permanently, the Site, Services, or Materials, or any portion thereof, with or without notice. Subscriber agrees that YoungConsulting shall not be liable to Subscriber or any third party for any modification, suspension or discontinuance of the Site, Services, or Materials.
- The Terms will continue to apply until terminated by either Subscriber or YoungConsulting as set forth below.
- If Subscriber wants to terminate its agreement with YoungConsulting, Subscriber may do so by (i) notifying YoungConsulting at any time and (ii) closing Subscriber's accounts for all of the Services or Materials that Subscriber uses, where YoungConsulting has made this option available to Subscriber. Subscriber's notice should be sent, in writing, to YoungConsulting's address set forth below.
- YoungConsulting may at any time terminate its agreement with Subscriber if:
- Subscriber has breached any provision of the Terms (or has acted in a manner that clearly shows Subscriber does not intend to, or is unable to, comply with the Terms);
- YoungConsulting is required to do so by Law (for example, where the provision of the Site, Services or Materials to Subscriber is, or becomes, unlawful);
- The provision of the Services to Subscriber by YoungConsulting is, in YoungConsulting's opinion, no longer commercially viable;
- YoungConsulting has elected to discontinue the Site, Services or Materials (or any part thereof); or if
- There has been an extended period of inactivity in Subscriber's account.
- Except as may be set forth in any Additional Terms applicable to a particular Service, termination of Subscriber's account may include: (i) removal of access to all Services; (ii) deletion of Subscriber Content and Account Information, including Subscriber's personal information, log-in ID and password, and all related information, files and Materials associated with or inside Subscriber's account (or any part thereof); and (iii) barring of further use of the Services.
- Subscriber agrees that all terminations shall be made in YoungConsulting's sole discretion and that YoungConsulting shall not be liable to Subscriber or any third party for any termination of Subscriber's account (and accompanying deletion of Subscriber's Account Information), or access to the Site, Services and Materials, including Subscriber Content.
- Upon expiration or termination of the Terms, Subscriber shall promptly discontinue use of the Site, Services and Materials. However, Sections 3, 11, 12, 14, 17, 18 and 19 will survive any termination or expiration of the Terms.
- DISCLAIMER OF WARRANTIES
SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT:
- THE SITE, SERVICES AND MATERIALS ARE PROVIDED BY YOUNGCONSULTING "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, YOUNGCONSULTING MAKES NO WARRANTY THAT (I) THE SITE, SERVICES OR MATERIALS WILL MEET SUBSCRIBER'S REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE SITE, SERVICES OR MATERIALS WILL MEET SUBSCRIBER'S EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM YOUNGCONSULTING OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- YOUNGCONSULTING SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM SUBSCRIBER'S USE OF THE SITE AND MATERIALS, OR SUBSCRIBER'S PARTICIPATION IN ANY SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT SUBSCRIBER'S OWN DISCRETION AND RISK, AND SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOUNGCONSULTING ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO SUBSCRIBER'S COMPUTER FROM THE SITE OR ANY OF THE SERVICES.
- YOUNGCONSULTING DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES, INCLUDING THIRD PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES. YOUNGCONSULTING MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT SUBSCRIBER MAY HAVE WITH SUCH THIRD PARTIES ARE AT SUBSCRIBER'S OWN RISK.
- USERS, MANAGERS, HOSTS, PARTICIPANTS, MODERATORS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED YOUNGCONSULTING SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF YOUNGCONSULTING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUNGCONSULTING WILL HAVE NO LIABILITY RELATED TO USER CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. YOUNGCONSULTING ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT.
- YOUNGCONSULTING WILL NOT BE LIABLE FOR ANY LOSS THAT SUBSCRIBER MAY INCUR AS A RESULT OF SOMEONE ELSE USING SUBSCRIBER'S PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT SUBSCRIBER'S KNOWLEDGE.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO EVERY SUBSCRIBER.
- International Users
- This Site can be accessed from countries around the world and may contain references to Services and Materials that are not available in Subscriber's country. These references do not imply that YoungConsulting intends to provide such Services or Materials in Subscriber's country.
- This Site is controlled, operated and administered by YoungConsulting Systems Incorporated from its offices in the United States of America. YoungConsulting makes no representation that the Site, Services or Materials are appropriate or available for use at other locations outside the United States, and access to the Site from jurisdictions where the Site, Services or Materials are illegal is prohibited. YoungConsulting reserves the right to block access to the Site, Services or Materials by certain international users. If Subscriber accesses the Site from a location outside the United States, Subscriber is responsible for compliance with all local Laws.
- Liability Limitation
- IN NO EVENT SHALL YOUNGCONSULTING, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF YOUNGCONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH SUBSCRIBER'S USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS. IN NO EVENT SHALL YOUNGCONSULTING BE LIABILE FOR DAMAGES FOR ANY ACT OR OMISSION IN AN AMOUNT EXCEEDING THE TOTAL FEES PAID BY SUBSCIBER IN CONJUCTION WITH SUBSCRIBER'S AGREEMENT WITH YOUNGCONSULTING.
- SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO EVERY SUBSCRIBER.
- Notification of Copyright Infringement
- YoungConsulting respects the Intellectual Property Rights of others and expects its Users to do the same. YoungConsulting will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA") and its response to such notices may include removing or disabling access to the allegedly infringing content, terminating the accounts of repeat infringers, and/or making good-faith attempts to contact the user who posted the content at issue so that he may, where appropriate, make a counter-notification.
- If Subscriber believes that Subscriber's work has been used or copied in a way that constitutes copyright infringement and such infringement is hosted on the YoungConsulting Site, on sites linked to or from this Site, or in connection with the Services or Materials, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via e-mail or phone) of claimed copyright infringement to YoungConsulting (contact information below), which must contain all of the following elements:
- A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
- A description of the copyrighted work(s) that Subscriber claims have been infringed and identification of what content in such work(s) is claimed to be infringing and which Subscriber requests to be removed or access to which is to be disabled;
- A description of where the content that Subscriber claims is infringing is located on the YoungConsulting Site;
- Information sufficient to permit YoungConsulting to contact Subscriber, such as Subscriber's physical address, telephone number and e-mail address;
- A statement by Subscriber that he has a good faith belief that the use of the content identified in Subscriber's notice in the manner complained of is not authorized by the copyright owner, its agent or the law; and
- A statement by Subscriber that the information in his notice is accurate and, under penalty of perjury, that Subscriber is the copyright owner or is authorized to act on the copyright owner's behalf.
Before Subscriber files such a notification, please carefully consider whether or not the use of copyrighted material at issue is protected by the "fair use" doctrine, as Subscriber could be liable for costs and attorneys' fees should Subscriber file a takedown notice where there is no infringing use. If Subscriber is unsure whether a use of Subscriber's copyrighted material constitutes infringement, please contact an attorney before Subscriber files Subscriber's notice.
- If Subscriber believes access to Subscriber's content was disabled or removed by YoungConsulting as a result of an improper copyright infringement notice, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via e-mail or phone) to YoungConsulting (contact information below), which must contain all of the following elements:
- A physical or electronic signature of the subscriber;
- Identification of the material that was removed from the YoungConsulting Site and the location of the YoungConsulting Site on which the material appeared before it was removed;
- A statement under penalty of perjury that Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- Information sufficient to permit YoungConsulting to contact Subscriber, such as Subscriber's physical address, telephone number and e-mail address; and
- A statement that Subscriber consents to jurisdiction of the Federal District court for the district where Subscriber resides (or of the Northern District of Georgia, Atlanta Division, if Subscriber resides outside of the United Sates) and that Subscriber will accept service of process from the person who provided notification under DMCA subsection (c)(1)(C) or an agent of such person.
Before Subscriber files such a counter-notification, please carefully consider whether or not the use of the copyrighted material at issue is infringing, as Subscriber could be liable for costs and attorneys' fees in the event that a court determines Subscriber's counter-notification misrepresented that the material was removed by mistake. If Subscriber is unsure whether use of the material at issue constitutes infringement, please contact an attorney.
- For notice of claims of copyright infringement YoungConsulting can be reached as follows:
Mr. David Young
Young Consulting, Inc.
1945 The Exchange, Suite 100
Atlanta, Georgia 30339
By fax: 770.321.9814
By email: firstname.lastname@example.org
By telephone: 770.321.9818
Content will not be removed from the YoungConsulting Site in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by fax or United States Postal Service only and as described above. YoungConsulting should be contacted only if Subscriber believes that Subscriber's work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Site or on sites linked to or from the Site, or in connection with the Services or Materials. All other inquiries will not be responded to. All reports of abuse of any of the Terms should comply with the report abuse procedure referenced in Section 19(h).
- Export Control Laws
Subscriber acknowledges and agrees that products, services or technology provided by YoungConsulting are subject to the export control laws and regulations of the United States. Subscriber shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, reexport, or transfer YoungConsulting products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Subscriber agrees to indemnify and hold YoungConsulting and its subsidiaries, affiliates, officers, agents, employees or other partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Subscriber Content, Subscriber's use of the Site, Services or Materials, Subscriber's connection to the Site, Services or Materials, the actions of any User, Subscriber's access to or use of Linked Sites and Subscriber's connections therewith, any claim that Subscriber Content caused damage to a third party, any dealings between Subscriber and any third parties advertising or promoting via the Site, Services or Materials, Subscriber's violation of the Terms, or Subscriber's violation of any rights of another, including any Intellectual Property Rights.
- Dispute Resolution
- Any controversy, dispute or claim arising out of or relating to the Terms shall be finally determined and settled by binding arbitration in accordance with the then applicable Commercial Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be final, binding, non-appealable, and may be entered in any court of competent jurisdiction. Any such arbitration will be conducted in the City of Atlanta, Georgia. The law governing such arbitration shall be the law of the State of Georgia. Notwithstanding anything to the contrary, arbitration is waived and an exception to the parties' agreement to arbitrate shall exist where (a) YoungConsulting, at its option, brings an action in a court in any appropriate forum, to collect monies claimed by YoungConsulting owing to it, (b) YoungConsulting brings an action for injunctive relief.
- All matters relating to Subscriber's access to, or use of, the Site, Services or Materials shall be governed by the laws of the State of Georgia, without regard to conflict of laws principles thereof. Subscriber agrees that any claim or dispute not adjudicated pusuant to section 18.a. hereof must be resolved by a court located in Cobb County, Georgia, except as otherwise agreed by the parties, or as set forth in section (c) below. Subscriber agrees to submit to the personal jurisdiction of the courts located in Cobb County, Georgia, for the purpose of litigating such claims or disputes. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.
- Notwithstanding the foregoing, in the event of Subscriber's or others' unauthorized access to or use of the Site, Services or Materials in violation of the Terms, Subscriber agrees that YoungConsulting shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
- Any notice provided to YoungConsulting pursuant to the Terms should be sent to 1945 The Exchange, Suite 100 Atlanta, Georgia 30339, Attention: General Counsel.
- It is the express wish of the parties that the Terms, any Additional Terms and all related documents are drafted in English.
- YoungConsulting may provide Subscriber with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on the Site or within the Services, or other reasonable means now known or hereafter developed.
- The Terms constitute the entire agreement between YoungConsulting and Subscriber with respect to Subscriber's access to or use of the Site, Services and Materials and supersede any prior agreements between Subscriber and YoungConsulting on such subject matter.
- Subscriber may not assign or otherwise transfer the Terms, or any right granted hereunder, without YoungConsulting's written consent.
- If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
- Any failure by YoungConsulting to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
- Please report any violations of the Terms via the report abuse mechanism offered in conjunction with the specific Service in which the alleged violation occurs.