- Binding Effect
These Terms constitute a legally binding agreement between you and Undivided. By using the Website, you: (1) acknowledge that you have read and understood these Terms; (2) represent that you are 18 years of age or older and of legal age to enter into a binding agreement , or, if you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Website; and (3) accept these Terms and agree that you are legally bound by them. Your use of the Website manifests your agreement to be bound by these Terms each time you access the Website. If you do not agree to any of these Terms, do not use or access the Website.
- General Use, License, and Termination
Undivided grants you a limited, nonexclusive, nontransferable, revocable license (without the right to sublicense) to make use of the Website, regardless of the medium by which the Website is accessed by you (e.g., via a web or mobile browser). You may view, copy, download, or print materials from the Website for your own personal use only. In this context, “personal use” does not include posting, uploading, or otherwise publishing the materials for any commercial purpose, except with our express written permission. This license does not include any rights not specifically enumerated herein.
You acknowledge that your use of the Website is at our sole discretion and your license to use the Website may be terminated by us at any time, for any reason or for no reason. We reserve the right, in our sole discretion, to refuse service, to block or prevent future access to and use of the Website, to terminate any user’s account, where applicable, and to alter or delete any material submitted to the Website through the user’s account, where applicable. Following termination of this license, these Terms shall apply to the extent practicable.
The Website is intended for use by those who are eighteen (18) years of age or older only. If you are not 18 years of age or older, you are prohibited from using the Website without the accompaniment and supervision of a parent or legal guardian. If you are a parent or legal guardian, you agree that you will monitor and supervise the use of the Website by children, minors, and others under your care, and you agree to be responsible for their use of the Website. Any use of the Website by persons under 18 years of age and without parental consent will result in immediate termination of their use of the Website.
- Prohibited Conduct and Activities
Except as expressly provided in these Terms, and without altering the scope of the license granted to you, you are hereby prohibited from: (a) modifying, adapting, translating, copying, reproducing, imitating, distributing, publishing, or reselling the Website or any of the content on the Website; (b) bypassing any technical measures used to prevent or restrict access to any portion of the Website; (c) reverse engineering, decompiling, disassembling, or otherwise obtaining the source code of the Website, except as interpreted and displayed in a web browser; (d) using or attempting to use any data mining, robot, spider, or similar automated or manual data gathering and extraction tools to access the Website’s listings or content; (e) circumventing or attempting to circumvent the security of the Website; (f) interfering or attempting to interfere with the proper working of the Website or otherwise engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Undivided or users of the Website or expose them to liability; (g) altering or modifying, or attempting to alter or modify any part of the Website; (h) attempting to gain unauthorized access to any portion of the Website or any systems or networks connected to the Website through hacking, cracking, mining, phishing, or any other means; (i) accessing or attempting to access password protected, secure, or non-public areas of the Website, except as authorized by Undivided; (j) taking any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or any systems or networks connected to the Website; (k) using reports, content, electronic documentation, or other materials available on the Website to feed any downstream product, application, or website; (l) engaging in any activity that markets another business or attracts Undivided users to a third party; (m) making commercial use of the Website or any of its content; (n) using the Service to stalk, harass, bully, or harm another person; or (o) engaging in or promoting illegal activities.
- Intellectual Property Rights
Unless otherwise noted, all content provided on the Website, including images, illustrations, designs, icons, photographs, video clips, text, and other material, is the property of Undivided or its suppliers, licensors, talent, partners, or affiliates and is protected by United States and international copyright laws. Any and all content on the Website is either the property of Undivided or is used by us with the permission of its owner. The compilation of the Website is the exclusive property of Undivided and is protected by United States and international copyright laws. You agree that you will not take any actions inconsistent with Undivided’s ownership of the Website and content.
The trademarks, logos, and service marks displayed on the Website are owned by Undivided and other third parties, and the Website’s trade dress is owned by Undivided. All trademarks not owned by Undivided are the property of their respective owners, and, where used by Undivided, are used with permission. Nothing contained on the Website may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any trademark. Undivided’s trademarks and/or trade dress may not be copied, imitated, or used, in whole or in part (including use in metatags or in hidden text), without our prior written permission. You agree that you will not take any actions inconsistent with Undivided’s ownership of, or any third party’s ownership of, the trademarks and trade dress used on the Website.
Except as we may expressly authorize, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from the materials on the Website, including any copyrighted or trademarked content. You may only use the materials and content on the Website as expressly permitted in these Terms and for no other purpose. Any unauthorized use of any content or materials on the Website is strictly prohibited and may violate copyright and trademark laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
- DMCA Notice
We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances, and at our sole discretion, we may terminate and/or disable access to and use of the Website by users suspected of infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances, and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.
In accordance with the Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 (“DMCA”), we will respond promptly to claims of copyright infringement reported to our agent designated to receive notifications of infringement claims (“Designated Agent”). If you are a copyright owner (or authorized to act on behalf of the owner) and believe that your copyrighted work has been infringed, please submit a written notice to our Designated Agent that substantially includes the following:
- A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to help us locate the material;
- Information reasonably sufficient to permit us to contact you, such as a mailing address, telephone number, and email address;
- A statement 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; and
- A statement that the information in the notice is accurate, and under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.
The written notice, along with any accompanying items, must be submitted to our Designated Agent at:
ATTN: DMCA Agent (Legal Dep’t)
7672 Montgomery Road #243
Cincinnati, OH 45236
If you send your notice by email, please make sure to write “DMCA Copyright Notice” in the subject line. We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
- User Account
Before you can make use of certain services associated with the Website, you may be required to register with the Website and create an account. You agree and warrant that all information you provide to us through the Website, including but not limited to any contact information or registration information, is truthful, accurate, and up-to-date. You further agree to maintain the accuracy of your account information and to inform us promptly of any changes to your information, including but not limited to any changes to your email address.
You are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security you become aware of. We are neither responsible for, nor liable, for any loss or other injury that you may incur as a result of someone else using your user account or password, either with or without your knowledge.
By creating an account with the Website, you consent to receive communications from us electronically via the email address associated with your account. Although you can opt-out of receiving promotional communications, we reserve the right to email you informational communications about your account or administrative notices regarding the Website, as permitted under the CAN-SPAM Act.
You are expressly prohibited from selling, trading, or transferring your account (including but not limited to, selling, trading, or transferring emails associated with such account). We have final discretion in granting accounts and reserve the right to reject users without explanation.
- Payment Processing
We use a third-party payment processor (the “Payment Processor”) to process any donations or contributions made through the Website. The processing of donations or contributions will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms. Undivided is not responsible for these financial transactions, the security of your financial information with respect to these transactions, and any errors by the Payment Processor. You acknowledge and agree that we are not responsible for any unauthorized charges or other breach of your financial information and/or security.
By making donations or contributions through the Website, you authorize us, through the Payment Processor, to charge your chosen payment method (your “Payment Method”) for the amount indicated. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
The terms of your transaction will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method.
- Submission of Content and User Activity
From time to time, we may make available on the Website certain services, features, or sections that allow users to post or upload materials to the Website. You understand that all information, communications, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. Therefore, you, and not Undivided, are solely responsible for all Content that you upload, post, email, transmit, or otherwise make available through the Website or any related services.
You represent and warrant that you own or otherwise control all the rights, titles, and interests to any Content that you upload, transmit, or otherwise make available through the Website, that use of any Content you provide does not violate the intellectual property rights or any other rights of any third parties, and that use of Content you provide will not cause injury to any person or entity.
Without limiting the foregoing, you represent and warrant that you will not: (a) provide any Content that is unlawful (according to local, state, federal or international law) or any Content that advocates illegal activity; (b) provide any Content that is defamatory, false, or libelous, or that contains unlawful, harmful, threatening, harassing, discriminatory, abusive, profane, pornographic or obscene material; (c) provide any Content that you do not have a right to provide under law or under a contractual or fiduciary relationship; (d) violates the intellectual property rights of other; (e) provide any Content that contains software viruses or other harmful devices; or (f) impersonate any other person or entity or forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content you provide.
When you post or submit Content to the Website, you hereby expressly grant Undivided a royalty-free, perpetual, non-exclusive, irrevocable right and license to use, reproduce, adapt, modify, publish, edit, translate, perform, transmit, sell, exploit, sublicense, or otherwise distribute and display Content and any ideas, concepts, know-how, or techniques contained therein for any reason and in any manner it chooses, alone or as a part of other works, in any form, medium or technology now known or later developed, without restriction and without compensation of any kind to you, and you waive all moral rights in all such Content. Therefore, we request that you not provide us Content in which you do not wish to grant us rights.
Undivided disclaims any and all liability for any Content emailed, transmitted, posted, or otherwise made available via the Website. The opinions expressed in postings or other Content on the Website may not represent the views or opinions of Undivided or its advertisers, sponsors, affiliated or related entities. We do not represent or guarantee the truthfulness, accuracy, or reliability of any Content. Any Content on the Website is provided “as is.” You understand that by using the Website, you may be exposed to Content and Non-User Content that is inaccurate, offensive, indecent, or objectionable. Under no circumstances will we be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Website. You should be aware that your use of and reliance on Content is at your own risk.
Undivided has no obligation to review, monitor, delete, or edit the Website, including user Content. However, you acknowledge and agree that Undivided has the right to do so at any time in its sole discretion, for any reason or no reason, with or without notice. We shall not be liable for any alteration or deletion of any Content. You acknowledge, consent, and agree that Undivided may access, preserve, and disclose any inappropriate conduct, your account information, and any Content you submit if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Undivided, its affiliates, personnel, other users, and the public.
- Correction of Errors and Inaccuracies; Limitations on Website
The information on the Website may contain typographical errors or inaccuracies, and may not be complete or current. Undivided therefore reserves the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice. Undivided also reserves the right to limit the scope of its services at any time. Undivided apologizes for any inconvenience this may cause you.
- Links to Third Party Sites
The Website may contain links to third-party websites or other resources, which we may have no direct control and all of which may have their own set of rules and guidelines for usage of their sites and services. Undivided does not endorse, and we shall not be responsible or liable for, any content, advertising, products, or other materials on or available from such sites or resources.
For your protection, please refer to the terms of service and privacy policies of those respective websites. You acknowledge, understand, and agree that Undivided shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any such content, goods, or services available on such other websites. Undivided shall not be liable for any errors or delays in the content, goods, or services available on such other websites, or for any actions taken or not taken in reliance thereon. The links are provided “as is” and use of such links is at your own risk.
- Disclaimer of Warranties
THE WEBSITE, ITS CONTENT, AND ANY ASSOCIATED SERVICES ARE PROVIDED BY UNDIVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. INFORMATION ACCESSIBLE THROUGH THE WEBSITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND FOR YOUR CONVENIENCE. YOUR USE OF AND RELIANCE ON THE WEBSITE AND ANY CONTENT AVAILABLE IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT INFORMATION TRANSMITTED THROUGH THE INTERNET IS NEVER COMPLETELY SECURE.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDIVIDED DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, AND OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING,USAGE, OR TRADE. UNDIVIDED IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS ON THE WEBSITE.
UNDIVIDED MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, TO THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE WEBSITE, OR TO THE FUNCTIONALITY OF ANY SERVICES ASSOCIATED THEREWITH. UNDIVIDED further MAKES NO REPRESENTATIONS OR WARRANTIES THAT your use of the WEBSITE will be continuous, uninterrupted, error-free, virus-free, or that the Website will meet your requirements. Undivided further makes no representations or warranties that communications between you and Undivided, or another user of the Website, will be secure from interference, virus-free, or free of other harmful components.
THE WEBSITE IS CONTROLLED, OPERATED, AND ADMINISTERED BY UNDIVIDED FROM ITS OFFICES WITHIN THE UNITED STATES. UNDIVIDED MAKES NO WARRANTY OR REPRESENTATION THAT MATERIAL AVAILABLE THROUGH THE WEBSITE IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. IF YOU ACCESS THE WEBSITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND UNDIVIDED ACCEPTS NO RESPONSIBILITY FOR SUCH ACCESS. Any offer for any service or product made is void where prohibited.
- Limitations of Liability
NEITHER UNDIVIDED NOR ANY OF UNDIVIDED’S employees, subsidiaries, affiliates, agents, representatives, distributors, or licensors WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE), ARISING FROM OR OTHERWISE RELATED TO YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR THE ASSOCIATED SERVICES, INCLUDING BUT NOT LIMITED TO: (1) Personal Injury, property damage, cost of substitute goods or services, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOST DATA ,OR LOST PROFIT; (2) attorneys’ fees; or (3) any other INDIRECT, INCIDENTAL, Special, Exemplary, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF UNDIVIDED HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITING THE FOREGOING, UNDIVIDED WILL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF, or inability to use, THE WEBSITE, OR FROM YOUR DOWNLOADING OF ANY content or MATERIALS FROM THE WEBSITE, OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY’S UNAUTHORIZED ACCESS TO AND USE OF YOUR PERSONAL INFORMATION STORED ON UNDIVIDED’S COMPUTERS AND/OR SERVERS. UNDIVIDED WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT YOU ALLEGE ARISE OUT OF OR ARE RELATED TO YOUR USE OF UNDIVIDED’S Website and associated SERVICES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UNDIVIDED, OR ITS PARENT, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS—WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY—ARISING OUT OF OR RELATING TO THE USE OF THE WEBSITE EXCEED THE TOTAL AMOUNT YOU PAID TO UNDIVIDED TO ACCESS THE WEBSITE WITHIN THE PRECEDING THREE (3) MONTHS OR $50, WHATEVER IS LESS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
- Indemnification and Remedies
You agree to indemnify, defend, and hold harmless Undivided and its employees, subsidiaries, affiliates, agents, representatives, distributors, and licensors, from and against any claim, judgment, demand, damages, cost, expenses, and liabilities, including reasonable attorneys’ fees, which may arise from or be related to: (a) your use of the Website; (b) Content you post or submit to the Website; or (c) your breach of any provision of these Terms or any warranty provided hereunder. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
You agree that if you are dissatisfied with the Website or any services offered in connection with the Website, do not agree with any part of these Terms, or have any other dispute or claim with or against Undivided with respect to these Terms or the Website, your sole and exclusive remedy is to discontinue using the Website.
- Choice of Law and Venue
The laws of the State of Ohio shall govern the validity, performance, enforcement, interpretation, and any dispute that may arise between the parties with respect to these Terms, without giving effect to any principles of conflicts of laws. The parties agree that any action or proceeding arising out of these Terms or your use of the Website, whether at law or in equity, must be brought in the state or federal courts located in Hamilton County, Ohio and you hereby irrevocably and unconditionally consent to the exclusive personal jurisdiction of such courts. You further agree to file any cause of action with respect to these Terms within one (1) year after the cause of action arises. You agree that a cause of action filed after this date is barred.
- General Terms
These Terms, including any documents referenced herein, represents the entire understanding between you and Undivided regarding your relationship with Undivided and use of the Website, and supersedes all other agreements, express or implied, written or oral, between you and Undivided. These Terms shall not be modified except as provided for herein or in writing, signed by an authorized representative of Undivided.
If any provision of these Terms is determined to be invalid or unenforceable for any reason whatsoever, the remainder of these Terms shall be enforced to the extent possible, and the offending provision shall be treated as though not a part of these Terms. Undivided’s failure to act with respect to a breach of these Terms by you or others does not constitute a waiver of its rights with respect to that breach or any subsequent breach, nor shall it constitute a waiver of any other rights under these Terms. Notwithstanding any provision of these Terms, Undivided has available all remedies at law or equity to enforce these Terms. Undivided shall have the right to assign these Terms and to sublicense any and all of its rights under these Terms.
You acknowledge and agree that the provisions, disclosures, and disclaimers set forth in these Terms reflect a fair and reasonable allocation of risk between you and Undivided, and is not the result of fraud, duress, or undue influence exercised upon you by any person or entity. Any rights not expressly granted herein are reserved.
The provisions of these Terms that by their sense and context are intended to survive the performance of the Terms shall survive termination of these Terms, including provisions relating to: disclaimer of warranties, ownership, damage limitations, venue, jurisdiction, and indemnification.
- Changes to these Terms
Where required, Undivided may give notice to you by a general posting in the Website, by electronic mail, or by conventional mail to your address of record. You may give notice to Undivided by electronic mail or by conventional mail to the address below. If you have any questions about these Terms, the practices of the Website, or your dealings with Undivided, please contact us at:
Attn: Legal Department
7672 Montgomery Road #243
Cincinnati, OH 45236