THIS WEB PAGE DOCUMENT ('AGREEMENT') IS A LEGAL DOCUMENT BETWEEN YOU ('USER') AND THE URBAN EXPLORER INC. THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY ACCESS THE ECONOVUE™ WEB SITE. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE ECONOVUE™ WEB SITE. BY ACCESSING THE ECONOVUE™ WEB SITE YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS THE ECONOVUE™ WEB SITE. THE URBAN EXPLORER INC MAY REVISE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE. YOU SHOULD VISIT THIS WEB PAGE PERIODICALLY TO REVIEW THE AGREEMENT.
WEB SITE TERMS AND CONDITIONS OF USE
This Web Site Terms and Conditions of Use Agreement ('Agreement') is made as of the Effective Date by and between The Urban Explorer, Inc, a California corporation with offices located at 916 Kearny St, Suite 506, San Francisco, CA 94133, and you ('the User').
WITNESSETH
WHEREAS, The Urban Explorer, Inc has developed and owns that certain ECONOVUE™ Web Site (as defined hereinafter) for use and access by User through the Internet; and
WHEREAS, User desires to access the ECONOVUE™ Web Site and use the ECONOVUE™ Web Site in accordance with the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, User and ECONOVUE™ hereby agree as follows:
ARTICLE I: RECITALS AND DEFINITIONS
Section 1.01 -- Recitals: The above recitals and identification of parties are true and correct.
Section 1.02 -- Definitions: The following definitions shall apply:
(1) Access: The term 'access' and variants thereof (including, without limitation, 'accessing' and 'accessible') shall mean to store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise.
(2) ECONOVUE™ Marks: The term 'The Urban Explorer, Inc Marks' shall mean trademarks, trade names, service marks and trade dresses of The Urban Explorer, Inc, including ECONOVUE.COM(r).
(3) ECONOVUE™ System: The term 'ECONOVUE™ System' shall mean computer systems and communication equipment used for hosting the ECONOVUE™ Web Site and providing User access to ECONOVUE™ Web Site, including ECONOVUE™ Technology used, stored or transmitted through the ECONOVUE™ System.
(4) ECONOVUE™ Technology: The term 'ECONOVUE™ Technology' shall mean any and all Technology developed by or for The Urban Explorer, Inc.
(5) ECONOVUE™ Web Site: The term 'ECONOVUE™ Web Site' shall mean that certain Web Site developed by or for The Urban Explorer, Inc based in whole or in part on the Content and the Licensed Content which is integrated with and implemented on the ECONOVUE™ System and accessible by User via the Internet, including information, data, communication and text transmitted through the ECONOVUE™ Web Site and used or stored on the ECONOVUE™ System.
(6) Content: The term 'Content' shall mean ECONOVUE™ Technology incorporated into the ECONOVUE™ Web Site and ECONOVUE™ Technology used, stored on or transmitted through the ECONOVUE™ System.
(7) Effective Date: The term 'Effective Date' shall mean the date the User accesses the ECONOVUE™ Web Site.
(8) Internet: The term 'Internet' shall mean that certain global network of computers commonly referred to as the Internet.
(9) Licensed Content: The term 'Licensed Content' shall mean third party information, data, communications, text, graphics, images, visuals, video, audio, computer software, coding, script and other materials incorporated in whole or part into the ECONOVUE™ Web Site.
(10) Link: The term 'Link' shall mean that certain text, icon or graphic in the ECONOVUE™ Web Site (visible or transparent) that upon selection or search, links or associates ECONOVUE™ Web Site to an off-screen or third party Web Site, document, text, image, sound or video.
(11) Materials: The term 'Materials' shall mean the ECONOVUE™ Web Site and the Content.
(12) Policy Statement: The term 'Policy Statement' shall mean that certain written statement of policies (in printed or electronic form) concerning access to the ECONOVUE™ Web Site as may be adopted and made available by ECONOVUE™ and as modified by ECONOVUE™ from time-to-time.
(13) Technology: The term 'Technology' shall mean (i) evaluation, technical, scientific, engineering, marketing, financial and business reports, plans, studies, diagrams, or flow charts; (ii) all forms and types of scientific, technical, economic, business, or engineering information and data; and (iii) computer software, source code, object code, executable code, software libraries, improvements, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interpreters, interfaces, interface designs, trade dress, interface specifications, codes, classes, categories, screen displays, sound recordings, visual works, graphic images, audio, sound recordings, video, patterns, plans, compilations, program devices, formulas, designs, prototypes, methodologies, techniques, ideas, solutions, concepts, processes, procedures, programs, adaptations, derivative works, computers, hardware, networks, products, machines, compositions of matter and articles of manufacture, whether tangible or intangible, and whether stored, compiled, or memorialized (without limitation) physically, electronically, graphically, photographically, or in writing.
(14) Web Site: The term 'Web Site' shall mean that certain multimedia interactive product that is a compilation of data, information, computer software, graphics, audio, audiovisuals, videos, components, and coding formatted for use on the Internet and commonly referred to as a web site.
ARTICLE II: SCOPE OF USE
Section 2.01 -- Access: The Urban Explorer, Inc hereby grants User a non-exclusive and non-transferable license to access the ECONOVUE™ Web Site solely for viewing and browsing the information on the Web page screens in the ECONOVUE™ Web Site, subject to the terms and provisions of this Agreement. Except as permitted under this Agreement, User shall not access the ECONOVUE™ System.
Section 2.02 -- Products: The ECONOVUE™ Web Site does not constitute an offer. All products and services are subject to availability. All product descriptions and representations, including, without limitation, color, shade, and size are subject to ECONOVUE™ final specifications for such products and must be confirmed by User prior to any order, quote, or other reliance upon the ECONOVUE™ Web Site.
Section 2.03 -- Policy Statement: User shall comply with the Policy Statement. The Urban Explorer, Inc may modify the Policy Statement from time to time at the exclusive discretion of The Urban Explorer, Inc.
ARTICLE III: INTELLECTUAL PROPERTY
Section 3.01 -- Ownership and Title: Title to the Materials (excluding Licensed Content), including ownership rights to patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of The Urban Explorer, Inc.
Section 3.02 -- Unauthorized Use: User shall not copy or download the Materials without the prior written consent of The Urban Explorer, Inc. User shall not modify, reverse engineer, reproduce, display, publicly perform, distribute, or create derivative works based on the Material, including (without limitation) by framing, mirroring, or similar means, or use the Materials for public or commercial purposes. User shall not use the Materials on any other Web Site.
Section 3.03 -- Trademarks: The Urban Explorer, Inc shall retain all rights, title and ownership interests in the The Urban Explorer, Inc Marks. Excepting the ECONOVUE™ Marks, all other product and company references are trademarks, trade names, service marks, or trade dresses of their respective owners (as applicable).
Section 3.04 -- No Contest: User acknowledges that the Materials are protected under laws, including (without limitation) United States of America and international copyright laws and treaties. User shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of The Urban Explorer, Inc in connection with the Materials.
Section 3.05 -- User Submissions: Any information posted or submitted by User on the ECONOVUE™ Web Site shall be deemed non-confidential unless otherwise deemed confidential by an agreement in writing and signed by authorized representatives of The Urban Explorer, Inc and User. The Urban Explorer, Inc may use any User materials, information, ideas, concepts, or techniques submitted by User on the ECONOVUE™ Web Site or learned by The Urban Explorer, Inc for any purpose (including, without limitation, the right to display, reproduce, modify, transmit, disclose, and distribute any such information).
ARTICLE IV: WARRANTY AND INDEMNIFICATION
Section 4.01 -- Express Warranties: User hereby acknowledges and agrees that The Urban Explorer, Inc (including officers, employees, agents, directors and independent contractors of The Urban Explorer, Inc) has not made or granted to User any express warranties concerning the ECONOVUE™ Web Site or The Urban Explorer, Inc products. Use and performance of The Urban Explorer, Inc products and services referenced in the ECONOVUE™ Web Site (including, without limitation, The Urban Explorer, Inc certifications) are subject to The Urban Explorer, Inc terms and conditions concerning such products, services and certifications as made available by The Urban Explorer, Inc. User hereby acknowledges that the ECONOVUE™ Web Site does not constitute a grant of an express warranty concerning The Urban Explorer, Inc products and services, and User waives any and all claims of warranty based on the ECONOVUE™ Web Site.
SECTION 4.02 -- WARRANTY LIMITATION: THE ECONOVUE™ WEB SITE IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS WITHOUT WARRANTY OF ANY KIND. THE URBAN EXPLORER INC, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND USER HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE URBAN EXPLORER INC DOES NOT WARRANT AND USER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO THE ECONOVUE™ WEB SITE BY USER WILL BE UNINTERRUPTED OR ERROR FREE. THE URBAN EXPLORER INC DOES NOT MAKE ANY WARRANTY AND USER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE ECONOVUE™ WEB SITE OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE ECONOVUE™ WEB SITE. USER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND ECONOVUE™ WEB SITE SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF USER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE ECONOVUE™ WEB SITE.
Section 4.03 -- Inaccuracies: User hereby acknowledges that the ECONOVUE™ Web Site may contain errors, inaccuracies and omissions. User shall assume any and all risk of loss, harm or damage associated with User access to and use of the ECONOVUE™ Web Site.
SECTION 4.04 -- LIMITATION OF LIABILITY: THE URBAN EXPLORER INC SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH (I) USE, PERFORMANCE OR OPERATION OF THE ECONOVUE™ WEB SITE; (II) USE, PERFORMANCE OR OPERATION OF THE INTERNET OR USE OF THE INTERNET BY USER; AND (III) LOSS OF DATA), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, REGARDLESS OF WHETHER THE URBAN EXPLORER INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.
SECTION 4.05 -- REMEDIES: THE SOLE REMEDY OF USER FOR ANY REASON AND FOR ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT AND THE ECONOVUE™ WEB SITE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL BE MODIFICATION OF THE ECONOVUE™ WEB SITE, AS DETERMINED BY THE URBAN EXPLORER INC.
Section 4.06 -- Indemnification: User shall release, defend, indemnify and hold harmless The Urban Explorer, Inc (including its officers, directors, employees, affiliates, contractors and agents) against any expense, loss, cost, or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) use of the ECONOVUE™ Web Site or the Internet by User (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of the ECONOVUE™ Web Site; (iii) User submissions to the ECONOVUE™ Web Site; (iv) User negligence or the acts (or any failure to act) of User; and (v) any breach by User of the obligations of User under this Agreement.
Section 4.07 -- Export Assurance: User shall not disclose, export, distribute or transfer the Materials (directly or indirectly) outside the United States of America. User shall not perform any act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. §2401, et seq., and the Export Administration Regulations, 15 C.F.R. Parts 730-774.
Section 4.08 -- Links: User hereby acknowledges that the ECONOVUE™ Web Site contains Links to third party Web Sites which are provided solely as a convenience to User and do not constitute an endorsement by The Urban Explorer, Inc of such Web Sites and the third party content therein.
ARTICLE V: MISCELLANEOUS
Section 5.01 -- Entire Agreement: This Agreement contains the entire understanding of the parties relating to the Materials and supersedes all previous verbal and written agreements between The Urban Explorer, Inc and User relating to the Materials.
Section 5.02 -- Amendments and Modifications: Excepting modifications made to the Policy Statement by The Urban Explorer, Inc and modifications made to this Agreement by The Urban Explorer, Inc, any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of The Urban Explorer, Inc.
Section 5.03 -- Severability: If a provision of this Agreement is rendered invalid the remaining provisions shall remain in full force and effect.
Section 5.04 -- Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.
Section 5.05 -- Governing Law: This Agreement is governed by the laws of the State of California, without regard to any rules of conflict or choice of laws that require the application of laws of another jurisdiction, and venue shall be San Francisco, California.
Section 5.06 -- User Notice: All notices shall be in writing. Notices to User shall be deemed delivered when delivered to User electronically, by commercial overnight delivery service, by Certified or Registered Mail - Return Receipt Requested, or by hand. Notices to User shall be deemed given on the date notice is delivered electronically or by hand to User or on the date of receipt by User (as evidenced in the case of Certified or Registered Mail by Return Receipt), whichever occurs first. Notices delivered to User electronically (including, without limitation, electronic mail) shall be deemed written notices.
Section 5.07 -- The Urban Explorer, Inc Notice: All notices shall be in writing. Notices to The Urban Explorer, Inc shall be deemed delivered when delivered to The Urban Explorer, Inc electronically, by commercial overnight delivery service, Certified or Registered Mail - Return Receipt Requested, or by hand to the address set forth below for The Urban Explorer, Inc. Notices to The Urban Explorer, Inc shall be deemed given on the date notice is received by The Urban Explorer, Inc (as evidenced in the case of Certified or Registered Mail by Return Receipt). Notices delivered to The Urban Explorer, Inc electronically (including, without limitation, electronic mail) shall be deemed in compliance with this Section 5.07 only if promptly confirmed in writing by User.
The Urban Explorer, Inc Address
The Urban Explorer, Inc
916 Kearny St
Suite 506
San Francisco, CA 94133
Section 5.08 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, singular or plural as the context shall require.
Section 5.09 -- Equitable Remedies: The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to The Urban Explorer, Inc. In addition to other rights that may be available, The Urban Explorer, Inc shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by User.
Section 5.10 -- Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.
Section 5.11 -- Public Announcements: All public announcements concerning the ECONOVUE™ Web Site or the relationship of User and The Urban Explorer, Inc shall be subject to the prior written approval of The Urban Explorer, Inc.
Section 5.12 -- Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association in the city of San Francisco, California. The American English language shall be the applicable and controlling language of the arbitration. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof, unless either Distributor or ECONOVUE™ under this Section 5.12 has filed a subsequent request for reconsideration. Three qualified arbitrators shall be appointed in accordance with the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association and this Agreement. Such qualified arbitrators shall be members of the bar of any State in the United States of America and shall have at least five years of experience in computer law matters. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. A stenographer shall be present at the arbitration proceedings and the stenographic record shall be the official record of the proceeding. The arbitration award shall be in writing and shall include findings of fact and conclusions of law. Each party shall have the right to appeal any decision of the arbitrators by filing a request for reconsideration of such decision with the American Arbitration Association within ninety days of receiving such decision. Upon receiving such request for reconsideration, the American Arbitration Association shall reconsider the matter de novo using a different panel of three appellate arbitrators and the foregoing procedures. Such panel of appellate arbitrators shall be selected using the same procedures as used to select the original arbitrators. Each party shall pay an equal share of the fees and expenses of the arbitrators and administrative fees and expenses of the arbitration.
Section 5.13 -- Litigation Expense: In the event of litigation or arbitration arising out of this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).