Terms of Use AgreementRead this Terms of Use Agreement before accessing www.breakmyroutine.com ("Website"). Effective Date: This Terms of Use Agreement ("Agreement") was last updated on June 4th 2007. This Agreement sets forth the standards of use of the University City District Online Service for Registered Members ("Service"). This Agreement is between you (“Member," “you” or "your") and University City District ("UCD," "our" or "we"). In consideration of the right to access and use this Website, and the information offered on this Website, you agree to the terms and conditions of use as set forth in this Agreement. If you do not agree to the terms and conditions of this Agreement, you should immediately cease all usage of this Website. We reserve the right, in our sole discretion and at any time, to modify, alter, or update the terms and conditions of this Agreement without prior notice. Modifications shall become effective immediately upon being posted at the Website. Your continued use of the Service after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended. We may change, suspend or discontinue any aspect of the Website at any time. We may also impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability. UCD may review and delete or remove (without notice) any entries submitted and/or posted on the Website ("Entry" or "Entries") in its sole discretion. If any of the following content is found in an Entry, that Entry will not be accepted for posting:
You agree that Entries submitted to this Website shall be owned exclusively and in perpetuity by UCD and its affiliates and such exclusive ownership means unrestricted, perpetual, and exclusive right to use, reproduce, modify, translate, transmit, and distribute any and all materials and communications regarding and including submitted Entries. UCD is under no obligation to give credit or pay any consideration to you for your Entries. The Website is protected by copyright under United States copyright laws. You agree to abide by any and all additional copyright notices, information, or restrictions contained in any content on the Website. All trademarks, logos, slogans, and other distinctive designs are protected by applicable law, and may not be copied or used without UCD's prior written consent. UCD does not endorse the content of any third-party site, nor do we warrant that it will not contain viruses or otherwise impact your computer. You agree to indemnify and hold UCD and its affiliates harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney fees, arising out of or in connection with any Entry. Privacy Policy Use of the Website is subject to the terms of the Privacy Policy incorporated herein by reference. We reserve the right, in our sole discretion, to change the Privacy Policy, in whole or in part, at any time. Amendments to the Privacy Policy will take effect immediately upon being posted to the Website, and your continued use of the Website constitutes your acceptance thereof. Disclaimer of Warranties. THE SITE IS PROVIDED BY UCD ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UCD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THIS WEB SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. UCD SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OF THIS WEBSITE. UCD FURTHER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANYTHING CONTAINED WITHIN THE WEBSITE OR WEBSITES TO WHICH IT LINKS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UCD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Limitation of Liability. UCD SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR UCD SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THIS WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF UCD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UCD'S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE EXCEED TEN DOLLARS. Indemnification. Member agrees to indemnify, defend and hold harmless UCD, its parent, subsidiaries, affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys' fees and costs) arising from Member’s use of the Service, the violation of this Agreement, or infringement by Member, or other user of the Service using Member’s computer, of any intellectual property or any other right of any person or entity. Members Account. All Members of the Service shall receive a password and an account. Members are entirely responsible for any and all activities which occur under their account whether authorized or not authorized. Member agrees to immediately notify UCD of any unauthorized use of Member’s account or any other breach of security known or which should be known to the Member. Member’s right to use the Service is personal to the Member. Member agrees not to resell or make any commercial use of the Service without the express written consent of UCD. Modifications and Interruption to Service. UCD reserves the right to modify or discontinue the Service with or without notice to the Member. UCD shall not be liable to Member or any third party should UCD exercise its right to modify or discontinue the Service. Member acknowledges and accepts that UCD does not guarantee continuous, uninterrupted or secure access to the Website and operation of the Website may be interfered with or adversely affected by numerous factors or circumstances outside of our control. Termination. UCD may, with or without cause, immediately terminate this Agreement, and deny you access to the Website. Without limiting the foregoing, We have the right to immediately terminate your right to access the Website in the event that you breach this Agreement or engage in conduct that we, in our sole discretion, consider unacceptable. If this Agreement is terminated, you will no longer be authorized to access the Website. In the event of termination, the disclaimer of warranties, limitation of liability and the indemnification provisions set forth in this Agreement shall survive. Third-Party Sites. Our website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, for which we are not responsible. You agree to review said privacy policies of third-parties’ sites. Disclaimer Regarding Accuracy of Vendor Information. Product specifications and other information have either been provided by the Vendors or collected from publicly available sources. While UCD makes every effort to ensure that the information on this website is accurate, we can make no representations or warranties as to the accuracy or reliability of any information provided on this website. UCD makes no warranties or representations whatsoever with regard to any product provided or offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk. Governing Jurisdiction of the Courts in Pennsylvania. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement or the Website shall be in the federal or state courts located in the Eastern District of Pennsylvania. Compliance with Laws. Member assumes all knowledge of applicable law and is responsible for compliance with any such laws. Member may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation. Notification of Claimed Copyright Infringement. Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, breakmyroutine.com designates the following individual as its agent for receipt of notifications of claimed copyright infringement. By Mail Attention: Sr. Director of Marketing & Communications Other Terms. This Agreement constitutes the entire understanding between UCD and you with respect to your use of the Website. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, then that provision shall be deemed severable from this Agreement and the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Agreement and any other agreements referenced herein may be assigned by UCD, in our sole discretion, to a third party in the event of a change in control of the Website. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement in relation to your participation as a Member. You may not assign this Agreement. |