Effective Date: September 1, 2011
Last Modified: September 1, 2011
1. Preliminary Provisions:
1.1. Introduction. These Terms and Conditions (hereinafter the “T&C’s” or the “Agreement”) govern your use of www.IRA.com and other sites owned or operated by Terran Marketing, LLC (“TM”).
1.2. Through the use of these T&C’s, we are placing legal conditions on your use of this TM website and its service (hereinafter the “Service”), and making certain promises to you.
1.3. Party Definitions:
1.3.1. “We,” TM, are the service provider of www.IRA.com. When this Agreement uses first-person pronouns such as “us,” “we,” “our,” “ours,” etc., those first-person pronouns are referring to TM as the service provider for www.IRA.com.
1.3.2. “You,” the User. As a User of this Service, this Agreement will refer to the User as “You” or through any second-person pronouns, such as “Yours,” etc. Hereinafter, the User of the Service shall be referred to in applicable second-person pronouns.
1.3.3. When the term “Website” is used in this set of T&C’s, it means www.IRA.com unless the Agreement specifically says otherwise.
1.4. Consideration. Consideration for Your acquiescence to all of the provisions in this Agreement has been provided to You in the form of allowing You to use Our Website and Our Service. You agree that such Consideration is both adequate, and that it is received upon Your using any portion of the Service, including viewing or downloading any portion of Our Website.
1.5. Our first condition is that you must agree to all of the conditions in this set of Terms and Conditions of use. If You do not wish to be bound by each and every provision in this Agreement, then You are not welcome to use this Service and should use another service.
1.6. You may not unilaterally disregard any portion of this Agreement. However, if there is a particular portion of this Agreement that You wish to avoid, You may contact Us to negotiate a separate agreement BEFORE You use the Service. We do not guarantee that such negotiations will be successful. Nevertheless, if You wish to negotiate Your own personalized Agreement, please contact Us or have Your attorney do so.
1.7. If you do not understand all of the terms in this Agreement, then you should consult with a lawyer before using the Service.
1.8. Revisions to this Agreement:
1.8.1. From time to time, We may revise this Agreement. We reserve the right to do so, and You specifically agree that We have this unilateral right. You agree that any modifications or changes to this Agreement are in force immediately upon posting. The updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect.
1.8.2. If We change anything in this Agreement, We will change the “Last Modified” date at the top of this Agreement. The most recent version of this Agreement can be accessed at any time using the Terms and Conditions Page. You agree to re-visit this page on a monthly basis, and to use the “Refresh” button on Your browser when doing so. Upon each visit, You agree to note the date of the last revision to this Agreement. If the “Last Modified” date remains unchanged from the last time You reviewed this Agreement, then You may presume that nothing in the Agreement has been changed since the last time You read it. If the “Last Modified” date has changed, then You can be certain that something in the Agreement has been changed, and You agree that You will re-review the Agreement in its entirety and that You will agree to the new terms or immediately cease use of the Service.
1.8.3. Waiver. If You fail to re-review this Agreement as required to determine if any of the terms have changed, You assume all responsibility for such omissions and You agree that such failure amounts to Your affirmative waiver of Your right to review the amended terms. We are not responsible for Your neglect of Your legal rights.
2. Description of Service:
2.1. The www.IRA.com Service allows You to access TM’s interactive information display and search interface, and to receive information about providers of IRA investment tools. We reserve the right, in Our sole discretion, to add and remove types of data that can be maintained using the Service, as well as which devices or operating systems are supported by the Service.
2.2. Use of the Service may be made possible through desktop and mobile applications that are provided by Us, or through browser extensions, add-ons or plug-ins (collectively, the “Software”). From time to time, the Software may automatically download the latest version and notify You when it is ready to install. If You wish to update the Software, You must agree to the then-current version of this Agreement in order for the update to be installed on Your computer or mobile device. We reserve the right to deny access to the Service using deprecated versions of the Software.
2.3. The Software, and any third-party software, protocols (including but not limited to API protocols), along with any content or materials used that are authorized by Us, are all deemed to be part of the Service.
3. License Rights and Restrictions:
3.1. Ownership Rights. The Service (which includes the Software) contains proprietary and confidential information and content that is protected by applicable intellectual property and other laws. This Agreement grants You neither right, title, nor interest in any intellectual property owned or licensed by Us, including (but not limited to) the Service and Our trademarks, and creates no relationship between Yourself and any other party, as other than that of a user of our Service.
3.2. License Grant. Subject to the terms and conditions of this Agreement, We hereby grant to You a non-exclusive, non-transferrable license, without right of sublicense, to install and use our software for Your own private and personal benefit. You may install and personally use Our Software and any authorized updates provided by Us on a personal computer, or other supported device, owned or controlled by You and are only permitted to access the Service through the Software, only as authorized in this Agreement. Your license to use the Service, its components, and any third-party data, will terminate if You violate these restrictions. If Your license terminates, You agree to cease any and all use of the Service, its components, and any third-party data.
3.3. Restrictions on Use. You may not and will not allow any third party to: (i) Copy, decompile, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act), or any portion thereof, or otherwise attempt to discover any source code or protocols (including but no limited to API protocols) in the Service or the information it contains; (ii) Obtain or attempt to obtain unauthorized access to the Service or other TM websites; (iii) Use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this License, including the upload of viruses, “cancelbots” and other malicious software; (iv) Post, upload or otherwise distribute TM’s content or any user-uploaded content on any torrent, file-sharing site or service, peer-to-peer sharing service, file upload or storage site, or any “tube” site that may replay TM’s videos, images, or compilations thereof; or (v) Sell, lease, loan, distribute, transfer, or sublicense the Service or access thereto or derive income from the use or provision of the Service, whether for direct commercial or monetary gain or otherwise, without Our prior, express, written permission.
4. Information Posted and Received Through the Service:
4.1. Information. You must evaluate, and bear the risk associated with, the accuracy, completeness or usefulness of any Information received on or through the Service. We shall not be obligated to actively monitor the Information users deliver or send on or through the Service and shall not be responsible for any Information received on or through the Service.
4.2. Certain Risks. Due to the nature of Internet, computers, data flow, and other technical and economical practicalities, the Service as most computer data and Internet applications, are vulnerable to various security issues and hence should be considered unsecured. By using the Service and the Internet in general, You may be subject to various risks, including among others eavesdropping, sniffing, spoofing, forgery, spamming, “impostoring,” tampering, breaking passwords, harassment, fraud, electronic trespassing, hacking, nuking, system contamination including without limitation, viruses, worms, Trojan horses, causing unauthorized, damaging or harmful access and/or retrieval of information and data on Your computer and other forms of activity that may even be considered unlawful. Information received or delivered on and through the Service may be subject to other security or privacy hazards or may not reach its destination or reach an erroneous address or recipient. The Service is not different than other Internet applications in this respect.
4.3. We do not warrant or guarantee that any Information received on or through the Service will be free of infection by viruses, worms, Trojan horses or anything else manifesting contaminating or destructive properties. We do not warrant that the Information received on or through the Service will not contain adult-oriented material, or material which some individuals may deem objectionable. We do not warrant that the Service will be uninterrupted or error-free or that defects in the Software will be corrected. It is Your sole responsibility to isolate software and Information, execute anti-contamination software and otherwise take steps to ensure that software or Information, if contaminated or infected, will not damage Your information or system.
4.4. Retention of Information. We shall retain any and all Information that is posted using the Service for whatever period that We shall deem necessary. None of the information that You post using the Service will be deemed by Us to be confidential or private.
5.1. Disclaimer of Warranties. You expressly agree that the Service is provided “As Is” and that use of the Service is at Your own risk. No warranty, representation, condition, undertaking or term – express or implied, statutory or otherwise – including but not limited to the condition, quality, durability, performance, accuracy, reliability, non-infringement, merchantability, or fitness for a particular purpose or use of the Service is given or assumed by us. All such warranties, representations, conditions, undertakings and terms are hereby excluded. We make no warranty that the service will meet Your requirements, or that the Service will be uninterrupted, timely, secure, or error free.
5.2. We makes no representations as to the suitability of the Information delivered or received on or through the Service for any purpose nor about its legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness or currency. All such information is solely provided by the users of the Service. The Information delivered or received on or through the Service is not reviewed, controlled or examined by Us in any way before it appears on the Service. We do not endorse, verify or otherwise certify the contents of any such Information. Users of the Service are solely responsible for the contents of their stored data and may be held legally liable or accountable for the contents of their stored data (including, without limitation, infringement of intellectual property rights). As such, You expressly acknowledge that We are protected under Section 230 of the Communications Decency Act, found in Title 47 of the United States Code, which immunizes us, and our agents and employees, from any claims relating to the content of information posted by third parties.
5.3. Any required or optional equipment, or third-party plug-in applications, that You use to use, access, or augment the Service, whether required or optional, is subject to the terms, conditions, warranties and disclaimers provided by the manufacturer of the equipment, and We make no warranties or representations whatsoever regarding such equipment or third-party plug-in application. Please refer to the materials You received when You purchased the equipment or downloaded the plug-in application to understand Your rights and obligations, including what warranties and disclaimers apply to You. TM and its affiliates expressly disclaim all warranties of any kind, whether express or implied, relating to such equipment or plug-in applications, including the implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.
5.4. Limitation of Liability. In no event shall We be liable to any party for any damages including without limitation, any direct, indirect, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, loss of programs or information, loss of profits and savings and the like), or any other damages arising – in any way, shape or form – out of the availability, use, reliance on, inability to utilize or improper use of the Service even if We shall have been advised of the possibility of such damages, and regardless of the form of action, whether in contract, tort, or otherwise. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusions of incidental and consequential damages may not apply to You.
5.5. In no event shall We be liable for the conduct of other Service users for conduct that occurs off of the Service, or for harms arising from Your indiscretions including, but not limited to, revealing personal and identifying information to other users of the Service, non-users of the Service, and otherwise connecting your personal identity to the Service through your user name, profile information, or any other data field in which you elect to enter Your personally identifying legal or biometric information.
5.6. In no event shall We be liable to anyone for any delays, inaccuracies, errors or omissions with respect to the Information or the transmission or delivery of all or any
part thereof, for any damage arising therefrom or occasioned thereby, or for the results obtained from the use of the content of messages.
5.7. Indemnification. You agree to indemnify and hold TM and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party in connection with or arising out of Your use of the Service, Your violation of any terms or conditions of this License, Your violation of applicable laws, or Your violation of any rights of another person or entity.
6.1. Your license to the Software and to access the Service continues until it is terminated by You or Us.
6.2. Voluntary Termination. You may terminate this license by discontinuing use of all or any of the Service and by destroying all Your copies of the applicable Software.
6.3. Involuntary Termination. Without limiting other remedies, We may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate Your access and use of the Service at any time, with or without advance notice, if: (i) We believe that You have breached any material term of these Terms and Conditions or the documents it incorporates by reference; (ii) We are unable to verify or authenticate any information You provide to Us; (iii) We believe that Your actions may cause legal liability for You, Our users or Us; (iv) We decide to cease operations or to otherwise discontinue any services or options provided by the Website or parts thereof; (v) We have a good faith belief that You have engaged, or attempted to engage, in the piracy of Our intellectual property or other assets; or (vi) Without cause at Our sole discretion.
6.4. Further, You agree that neither the Us nor any third party acting on Our behalf shall be liable to Your for any termination of Your membership or access to the Service.
6.5. You agree that if Your account is terminated by Us, You will not attempt to re-register as a user of the Service without prior written consent from Us.
7.1. Support. We may elect to provide You with customer support and/or software upgrades, enhancements, or modifications for the Service (collectively, “Support”), in Our sole discretion, and may terminate such Support at any time without notice to You. We may change, suspend, or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content. We may also impose limits on certain features and services or restrict Your access to parts or all of the Service or the Website without notice or liability.
7.2. Fees. We reserve the right to charge fees for future use of or access to the Service, in Our sole discretion. If We decide to charge fees, such charges will be disclosed to You prior.
7.3. Notice. We may provide You with notices, including those regarding changes to this Agreement, by either email, regular mail, or postings on the Service.
7.6. Governing Law. This Agreement and all matters arising out of, or otherwise relating to, this Agreement shall be governed by the laws of the state of Nevada, excluding its conflict of law provisions. The sum of this paragraph is that any and all disputes must be, without exception, brought to court and litigated in Clark County, Nevada.
7.6.1. All parties to this Agreement agree that all actions or proceedings arising in connection with this Agreement or any services or business interactions between the parties that may be subject to this Agreement shall be tried and/or litigated exclusively in the state and federal courts located in Clark County, Nevada.
7.6.2. The parties agree to exclusive jurisdiction in, and only in, Clark County, Nevada.
7.6.3. The parties agree to exclusive venue in, and only in, Clark County, Nevada.
7.6.4. The parties additionally agree that this choice of venue and forum is mandatory and not permissive in nature, thereby precluding any possibility of litigation between the parties with respect to, or arising out of, this Agreement in a jurisdiction other than that specified in this paragraph.
7.6.5. All parties hereby waive any right to assert the doctrine of forum non-conveniens or similar doctrines, or to object to venue with respect to any proceeding brought in accordance with this paragraph or with respect to any dispute under this Agreement whatsoever.
7.6.6. All parties stipulate that the state and federal courts located in Clark County, Nevada shall have personal jurisdiction over them for the purpose of litigating any dispute, controversy, or proceeding arising out of (or related to) this Agreement and/or the relationship between the parties contemplated thereby.
7.6.7. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it, as contemplated by this paragraph by registered or certified mail, Federal Express, proof of delivery or return receipt requested, to the parties address for the giving of notices as set forth in this Agreement.
7.6.8. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law if such enforcement becomes necessary.
7.7. Waiver and Severability of Terms. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
7.8. Attorneys’ Fees. In the event any Party shall commence any claims, actions, formal legal action, or arbitration to interpret and/or enforce any of the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorneys’ fees and costs incurred in connection therewith, including attorneys’ fees incurred on appeal.
7.9. Complaints. California Residents: The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.
7.10. Complete Agreement. This Agreement, including any other documents that are incorporated by reference, constitutes the entire Agreement between the parties with respect to Your access and use of the Service, and supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.
7.11. No Right of Survivorship and Non-Transferability. You agree that Your user account is non-transferable and any rights to Your Username or contents within Your account terminate upon Your death. Upon receipt of a copy of a death certificate, Your account may be terminated and all contents therein permanently deleted.
7.12. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred.
7.13. Surviving Sections. All provisions of this Agreement that by their nature should survive termination will survive termination, including without limitation, provisions related to intellectual property, warranty disclaimers, limitations of liability, indemnity, governing law, and the general provisions.
7.14. Headings. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
7.15. Legal Inquiries. In the event that you have further legal inquiries, you may contact the Site’s legal representatives, Randazza Legal Group, at firstname.lastname@example.org or 888-667-1113.
(last updated September 1, 2011)
Nothing more follows.