- 1. Definitions
WTDM provides an interactive online service operated by What to Do Media Inc. on the World Wide Web of the Internet (the “Web”), consisting of information services, content and transaction capabilities provided by What to Do Media Inc, affiliates of WTDM and other third parties.
- 2. General
This Agreement sets forth the terms and conditions that apply to the use of this Site by the End User. By using this Site, other than to read this Agreement for the first time, End User agrees to comply with all of the terms and conditions hereof. The right to use this Site is personal to End-User and is not transferable to any other person or entity. End User shall be responsible for protecting the confidentiality of End User’s password(s), if any. End User acknowledges that, although the Internet is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of WTDM, and WTDM shall not be responsible for any data lost while transmitting information on the Internet. While it is the objective of WTDM to make the Site accessible 24 hours per day, 7 days per week, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside the control of WTDM, access to the Site may be interrupted, suspended or terminated from time to time.
WTDM shall have the right at any time to change or discontinue any aspect or feature of WTDM, including, but not limited to, content, hours of availability and equipment needed for access or use. Further, WTDM may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics.
- 3. Modified Terms
- 4. Equipment
End User shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of this Site and all charges related thereto. WTDM shall not be liable for any damages to the End User’s equipment resulting from the use of this Site.
- 5. End User Conduct
The foregoing provisions of this Section 5 apply equally to and are for the benefit of WTDM, its subsidiaries, affiliates and its third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
- 6. Copyright and Trademarks
Everything located on or in this Site, including the Microsites, is the exclusive property of WTDM or used with express permission of the copyright and/or trademark owner. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE OR ANY OF THE MICROSITES WITHOUT THE EXPRESS WRITTEN PERMISSION OF WTDM IS STRICTLY PROHIBITED. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject End User to civil and/or criminal penalties.
This Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music, sound, and the entire contents of WTDM protected by copyright as a collective work under the United States copyright laws. WTDM owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. End User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. End User may download / print / save copyrighted material for End User’s personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of WTDM and the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. End User acknowledges that he/she/it does not acquire any ownership rights by downloading copyrighted material. Trademarks that are located within or on the Site or a Web site otherwise owned or operated in conjunction with WTDM shall not be deemed to be in the public domain but rather the exclusive property of WTDM, unless such site is under license from the Trademark owner thereof, in which case such license is for the exclusive benefit and use of WTDM, unless otherwise stated.
End User shall not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. WTDM does not have any express burden or responsibility to provide End User with indications, markings or anything else that may aid End User in determining whether the material in question is copyrighted or trademarked. End User shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of this Site, End User warrants that the owner of such material has expressly granted WTDM the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. End User also permits any other end user to access, view, and store or reproduce the material for that end user’s personal use. End User hereby grants WTDM the right to edit, copy, publish and distribute any material made available on this Site by End User.
The foregoing provisions of Section 6 apply equally to and are for the benefit of WTDM, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
- 7. Disclaimer of Warranty; Limitation of Liability
END USER EXPRESSLY AGREES THAT USE OF THIS SITE AND THE MICROSITES IS AT END USER’S SOLE RISK. NEITHER WTDM, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE, OR (II) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED THROUGH THIS SITE OR THE MICROSITES.
THIS SITE AND THE MICROSITES ARE MADE ACCESSIBLE ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. END USER SPECIFICALLY ACKNOWLEDGES THAT WTDM IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH END USER.
IN NO EVENT SHALL WTDM, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THIS SITE OR THE CONTENTS HEREOF, INCLUDING THE MICROSITES AND ANY SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SITE. END USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THIS SITE AND THE MICROSITES.
IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER WTDM, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THIS SITE OR ANY OF THE MICROSITES, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE END USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.
WTDM IS NOT RESPONSIBLE FOR ANY CONTENT THAT A USER, SUBSCRIBER, OR AN UNAUTHORIZED USER MAY POST ON THIS SITE OR ANY OF THE MICROSITES. ANY CONTENT THAT IS POSTED OR UPLOADED THAT IS OR MAY BE DEEMED UNSUITABLE CAN AND MAY BE TAKEN DOWN BY WTDM. MOREOVER, WTDM RESERVES THE RIGHT TO EDIT, CHANGE, ALTER, DELETE AND PROHIBIT ANY AND ALL CONTENT THAT IT, WTDM, DEEMS UNSUITABLE.
- 8. Monitoring
WTDM shall have the right, but not the obligation, to monitor the content of the Site at all times, to determine compliance with this Agreement and any operating rules established by WTDM, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, WTDM shall have the right to remove any material that WTDM, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
- 9. Privacy
- 10. License Grant
By posting communications on or through this Site, End User shall be deemed to have granted to WTDM a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicenses.
- 11. Indemnification
End User agrees to defend, indemnify and hold harmless WTDM, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of this Site and/or the Microsites by End User.
- 12. Termination
WTDM may terminate this Agreement at any time. Without limiting the foregoing, WTDM shall have the right to immediately terminate any passwords or accounts of End User in the event of any conduct by End User which WTDM, in its sole discretion, considers to be unacceptable, or in the event of any breach by End User of this Agreement. The provisions of Sections 3, 5, 6, 7, 10, 11, 12 will survive termination of this Agreement.
- 13. Trademarks
WTDM is a trademark of What to Do Medi Inc. All rights in respect of this trademark are hereby expressly reserved. Unless otherwise indicated, all other trademarks appearing on WTDM are the property of their respective owners.
- 14. Third Party Content
WTDM, similar to an Internet Service Provider, is a distributor (and not a publisher) of content supplied by third parties and End Users. Accordingly, WTDM has no more editorial control over such content than does a public library, bookstore or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or any other end users are those of the respective author(s) or distributor(s) and not of WTDM. Neither WTDM nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.)
In many instances, the content available through this Site represents the opinions and judgments of the respective information provider, end user, or other user not under contract with WTDM. WTDM neither endorses or is responsible for the accuracy or reliability of any opinion, advice, or statement made on WTDM by anyone other than authorized WTDM employee spokesperson(s) while acting in official capacities. Under no circumstances will WTDM be liable for any loss or damage caused by an end user’s reliance on information obtained through WTDM. It is the responsibility of End User to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc., or other content available through WTDM.
WTDM contains links to third party Web sites maintained by other content providers. These links are provided solely as a convenience to you and not as an endorsement by WTDM of the contents on such third-party sites and WTDM hereby expressly disclaims any representations regarding the content or accuracy of materials on such third-party Web sites. If End User decides to access linked third-party Web sites, End User does so at its own risk. Unless you have executed a written agreement with WTDM expressly permitting you to do so, you may not provide a hyperlink to the Site from any other website. WTDM reserves the right to revoke its consent to any link at any time in its sole discretion.
- 15. Miscellaneous
This Agreement and any operating rules for WTDM established by WTDM constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.
WTDM headquarters are in Kamuela, Hawaii. Legal issues arising out of, but not exclusive to the use of this Site or the Microsites (unless otherwise specifically stated) are governed by and in accordance with the laws of the State of Hawaii (exclusive of its rules regarding conflicts of laws). By using this Site, End User agrees that any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, or the Site or any Microsite, shall be finally settled by arbitration in Honolulu, Hawaii under the rules of arbitration of the American Arbitration Association.