CounterSpill

COUNTERSPILL, LLC WEBSITE TERMS OF USE

1. Bound by Terms of Use. By accessing or using this Counterspill, LLC (“Counterspill”) Web site at www.counterspill.org, you agree to comply with and be bound by these Terms of Use. Please read these Terms of Use carefully along with Counterspill’s Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms of Use and the Privacy Policy, you must immediately terminate use of the Counterspill Web site.

2. Revision of Terms of Use. Counterspill may revise the Terms of Use, in whole or in part, in its sole discretion at any time.  Such revisions shall be effective immediately upon posting to the Counterspill Web site. Your use of the Counterspill Web site signifies your acceptance by you of the Terms of Use posted at the time of your use of the Counterspill Web site.  Thus, any use by you of the Counterspill Web site subsequent to the posting of any revision to the Terms of Use will be deemed to constitute your acceptance of such revision.

3. Revision of Web site.  Counterspill may revise or discontinue any feature or aspect of the Counterspill Web site at any time, including, but not limited to, content of the site, availability of the site, and equipment needed for access or use of the site.

4. Trademarks. Counterspill owns all rights to its trademark, logo, and other distinctive identification used in connection with its Web site.  All other trademarks and logos used on the Counterspill Web site are the products of their individual owners. 

5. Copyright.  Counterspill’s Web site contains copyrighted works, trademarks, and proprietary information including, for example, text, images, photographs, artwork, and video. All of this content is property of Counterspill, its advertisers, sponsors, content providers, or other identifiable third parties, and is protected by state, national, and international laws, treaties, and regulations, including but not limited to the laws of copyright, trademark, patent, and trade secret law. Counterspill owns all rights in the design, structure, selection, compilation, assembly, and, arrangement of content in the Web site, as well as the content original to it. You may download copyrighted material for your personal, noncommercial use only, and in any event you are prohibited from making any alterations of or to delete author attribution, trademark information, or copyright notice. You acknowledge that you do not acquire any ownership rights.  

6. Access and Use. You are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use the Counterspill Web site conditioned on your continued acceptance of, and compliance with, these Terms of Use.  Counterspill reserves the right to bar, restrict or suspend any user's access to the Counterspill Web site, and/or to terminate this license at any time for any reason, and further reserves any rights not explicitly granted in these Terms of Use. 

7. Registration/Login.  In the event you voluntarily provide information to Counterspill by, for example, registering with its Web site and/or subscribing to any of its services, you represent and warrant that all information provided by you to Counterspill is true, current, authorized, and accurate to the best of your knowledge.  Counterspill is not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of this information.  You are responsible for all use of this information with respect to the Counterspill Web site, and for ensuring that all use of the information with respect to the Counterspill Web site complies with these Terms of Use.

8. User Obligations. You represent and warrant that you will abide by, without limitation, all applicable local, state, national and international laws and regulations with respect to your use of the Counterspill Web site and not interfere with the use and enjoyment of the Counterspill Web site by other users or with Counterspill’s operation and management of the Counterspill Web site.  You further represent and warrant that you will not use the Counterspill Web site for any unauthorized or illegal purpose or activity.

9. Third Party Content; Advertisements. From time to time, content on the Counterspill Web site will be supplied by third parties.  This content may include articles, press clippings, opinions, advice, statements, or other information.  Any such content is that of the respective third party and not of Counterspill.  Counterspill does not endorse, and is not responsible for the accuracy, completeness, or usefulness of, such content. Under no circumstances will Counterspill be liable for any loss or damage caused by your use of or reliance on information obtained through the Counterspill Web site.

From time to time, advertisements and promotions from third parties may run on the Counterspill Web site. Counterspill is not responsible or liable for any loss or damage, of any sort, incurred as the result of your dealings, transactions, and/or correspondence with any such third parties.

10. Use of the Internet; Exclusion of Liability. Use of the Internet and the Counterspill Web site is solely at your risk and is subject to, without limitation, all applicable local, state, national and international laws and regulations. Unless expressly required by law, the does not guarantee the confidentiality or security of any communication or other material transmitted to or from the Counterspill Web site over the Internet or other communication network.

11. Links to the Counterspill Web site.  In the event a third party posts a link to the Counterspill Web site, such link may not use any trademark or logo of Counterspill, and may not suggest that Counterspill promotes or endorses the third party, its goods, services, business, causes, or other information or materials.  Counterspill reserves the right to require any linking party to remove or disable any link that Counterspill deems violative of its rights, causes, or policies, or which has caused or may cause any harm to Counterspill.

12. Warranties Disclaimed. THE WEBSITES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEITHER COUNTERSPILL, ITS AFFILIATES, EMPLOYEES, OR OFFICERS, NOR ANY OF ITS AGENTS, SPONSORS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, CONTRACTORS, OR LICENSORS (COLLECTIVELY, “COUNTERSPILL PARTIES”) PROVIDE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT (i) THE COUNTERSPILL WEB SITE, IS COMPLETE, ACCURATE, RELIABLE OR NON-INFRINGING; (ii) ACCESS TO THE COUNTERSPILL WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE QUALITY OF ANY SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE COUNTERSPILL WEB SITE WILL MEET YOUR EXPECTATIONS; OR (iv) CONTENT WILL REMAIN UNCHANGED OR ACCESSIBLE ON THE COUNTERSPILL WEB SITE. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

 13. Exclusion of and Limitation of Liability. THE COUNTERSPILL PARTIES SHALL NOT BE LIABLE, AND DISCLAIM ANY LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING (i) OUT OF THE USE OF OR INABILITY TO USE THE COUNTERSPILL WEB SITE; (ii) FROM ANY INTERRUPTION IN THE AVAILABILITY OF THE COUNTERSPILL WEB SITE; (iii) FROM ANY LOSS OF DATA AND/OR FROM ANY EQUIPMENT FAILURE; (iv) OUT OF THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY PROBLEMS WITH THE GOODS, CONTENT AND/OR SERVICES OBTAINED FROM THE COUNTERSPILL WEB SITE, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE COUNTERSPILL WEB SITE; (v) FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vi) FROM STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE COUNTERSPILL WEB SITE; (vii) FROM ANY DELAY OR FAILURE OF THE COUNTERSPILL WEB SITE ARISING OUT OF CAUSES BEYOND COUNTERSPILL'S CONTROL; (viii) OUT OF THE USE OF, REFERENCE TO, OR RELIANCE ON, CONTENT ON THE COUNTERSPILL WEB SITE; (ix) OUT OF ANY THIRD PARTY MATERIALS, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON, OR ACCESSED THROUGH, THE COUNTERSPILL WEB SITE; (x) OUT OF ANY CONTENT, MATERIALS, ACCURACY OF INFORMATION, AND/OR QUALITY OF THE PRODUCTS, SERVICES OR MATERIALS PROVIDED BY OR ADVERTISED ON THIRD PARTY WEBSITES; OR (xi) OUT OF ANY OTHER MATTER RELATING TO THE COUNTERSPILL WEB SITE.

 IN THE EVENT YOU ARE DISSATISFIED WITH, OR DISPUTE, THESE TERMS OF USE, THE COUNTERSPILL WEB SITE, YOUR SOLE RIGHT AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR USE OF THE COUNTERSPILL WEB SITE, EVEN IF THAT RIGHT OR REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE. YOU CONFIRM THAT HAS NO OTHER OBLIGATION, LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PARTY.

 14. Exclusions permitted by law. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 12 AND 13 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND COUNTERSPILL'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Indemnification.  To the fullest extent permitted by law, you shall defend, indemnify, and hold harmless the Counterspill Parties from and against all claims arising from or in any way related to your use of the Counterspill Web site, a violation by you of these Terms of Use, or any other actions connected with your use of the Counterspill Web site, including any liability or expense, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys fees. Counterspill will provide prompt written notice of any such claims, but failure to provide such notice will not release you from any of your obligations pursuant to this Section except to the extent that you are actually prejudiced by such failure, and will not relieve you from any other liability that you may have to the Counterspill Parties other than under this Paragraph.

16. Term and Termination. These Terms of Use will take effect at the time you begin using the Counterspill Web site. Counterspill reserves the right, with or without notice, at any time and for any reason to deny you access to the Counterspill Web site or to any portion thereof, and to terminate these Terms of Use. These Terms of Use will terminate automatically if you fail to comply with the terms set forth herein. You may terminate these Terms of Use at any time by ceasing to use the Counterspill Website, but all applicable provisions of these Terms of Use will survive such termination. Upon termination, you must destroy all copies of any portion of the Counterspill Web site in your possession.

17. Choice of Law and Dispute Resolution. In the event of a claim or controversy you have pertaining to these Terms of Use, you agree that (a) the laws of the state of California govern the validity, terms, and interpretation of these Terms of Use; (b) any controversies shall be submitted to arbitration in accordance with the policies of the American Arbitration Association; (c) the arbitrator shall have no authority to proceed with an arbitration on a class or representative basis.  In the event this arbitration clause becomes unenforceable, then the parties, to the fullest extent of the applicable law, hereby waive any and all rights to a trial by jury as to any action related hereto.  

18. Entire Agreement; Entire Understanding. These Terms of Use, together with any revisions, constitute the entire understanding and agreement between you and Counterspill and relating to the Counterspill Web site and its use by you. Any prior understandings and agreements, whether oral or written, hereby have no force or effect.  

19. Unenforceability. If any provision of these Terms of Use  or any portion thereof is held to be invalid and unenforceable, the remainder of the Terms of Use shall maintain full force and effect. 

20. Use of Websites and Content outside of the United States. Counterspill makes no claims regarding access or use of the Counterspill Web site outside of the United States. If you use or access the Counterspill Web site or the Counterspill Content outside of the United States, you do so at your own risk and are responsible for compliance with the laws and regulations of your jurisdiction as well as these Terms of Use.