End user license agreement v7

Last updated August 29, 2012 02:34

The Card Gnome, Inc. website located at www.cardgnome.com (“Site”), as well as all greeting cards (including electronic greeting cards), art, quotes or any other items or services (“Product,” or, collectively “Products”) related to the Site are provided by Card Gnome, Inc. (“Card Gnome,” “we,” “us” or “our”). The following terms of use (“Terms”) apply to all users’ (“User,” “you,” “your”) use of this Site or purchase or use of the Products. The Terms set forth rights and obligations for your use of this Site, its Products and Content. “Content” means the text, User comments and feedback, recommendations, graphics, artwork, information, greeting card text and messages, photos, interactive features and any other materials located on, accessed through, or contributed to the Site. By registering, accessing, browsing or otherwise using this Site, you acknowledge that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws and regulations. If you do not agree to all of these Terms, you may not access, browse or otherwise use this Site. All Users of this Site and its Products are subject to these Terms.

Card Gnome may, at its sole discretion, modify or revise these Terms. Although we will notify you when material changes are made to these Terms, you should periodically review the most up-to-date version at http://www.cardgnome.com/terms. By registering on or using this Site, you agree to be bound by any and all modifications or revisions as they appear in the Terms. When these Terms are revised, we will also revise the "last updated" date at the beginning of these Terms. If you do not agree to the modification of the Terms, your sole remedy is to discontinue use of and access to this Site and its Products.

Please read our Privacy Policy at http://www.cardgnome.com/privacy, which is incorporated herein by reference. By using this Site, you agree to be legally bound by our Privacy Policy, which discusses and governs our collection and use of any information that you submit to us through this Site.

1. SPECIFIC TERMS
In addition to the these Terms, particular products or services offered through the Site may be subject to additional terms. When using those products or services, you will be subject to any posted guidelines or rules applicable to such products or services.

2. DESCRIPTION OF PRODUCTS
Card Gnome provides its Users with Products. These Products are provided to you alone, for your sole, non-commercial use, and not for the benefit of a third party. Card Gnome reserves the right to change, suspend or discontinue any aspect of the Site or the Products at any time, including the availability of any Content. Card Gnome may also impose limits on certain Products or restrict your access to part or all of the Products or Site without notice or liability.

3. THIRD PARTY WEBSITES
Links to third party websites on this Site are provided solely for your convenience. If you use these links, you will leave this Site. We do not control and are not responsible for these sites, their content or their policies, and your use of such third party sites is subject to their respective terms of use and privacy policies. We encourage you to review those documents.

Card Gnome does not endorse or make any representations about third party sites or any information, products or materials found there or any results that may be obtained from using them. You acknowledge that Card Gnome is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such third party sites or resources. Card Gnome will not be responsible or liable for any damage or loss resulting from the use of any such content, goods or services available on or through any such third party site or resource. If you decide to access any of the third party sites linked to this Site, you do so entirely at your own risk.

4. TERMS OF MEMBERSHIP & USAGE RESTRICTIONS
a) To access this Site and purchase the Products, you may create an account. Any personal information you provide in connection with your account will be covered by our Privacy Policy.

b) You agree that any information you provide to us is truthful, accurate, and complete, including the name or identity of the sender or purchaser of any Products.

c) If you register or obtain a password prior to obtaining access to certain Products, you are responsible for maintaining the confidentiality of your registration information and password, and for all uses of your password, whether or not authorized by you. You understand and acknowledge that no data transmission over the Internet can be guaranteed to be 100% secure, and we cannot guarantee that any personal information you submit to us will be free from unauthorized third party intrusion. You understand and agree that all information you submit to us is done so at your own risk.

d) Under no circumstances shall Card Gnome be liable to any User on account of that User's use or misuse of the Site. Further, you agree to not upload, post, send, or initiate the sending or transmission, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
e) The Products and this Site are available and intended only for individuals who are at least 13 years old. If you are under the age of 18, but at least 13 years of age, you may use this Site and purchase the Products only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. Therefore, you represent and warrant that if you are an individual, you are at least 13 years old, and that you are using this Site under the supervision of a parent or legal guardian if you are under the age of 18 but at least 13 years of age. You further represent and warrant that all registration information you submit is accurate, complete, and truthful. Card Gnome may, in its sole discretion, refuse to make the Site available, refuse to offer the Products or portions of the Products to any person or entity, and may change the eligibility criteria for the Site or Products at any time. This provision is void where prohibited by law, and the right to access the Site and Products is revoked in such jurisdictions.

f). You shall not do any of the following while accessing or using the Site:

i. access, tamper with, or use non-public areas of the Site, Card Gnome computer systems, the technical delivery systems of the Site providers, or other accounts, computer systems or networks connected to the Site;
ii. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security, authentication measures or User restrictions initiated by Card Gnome;
iii. access or search or attempt to access or search the Site by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Card Gnome (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Card Gnome;
iv. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Site to send altered, deceptive, or false source-identifying information;
v. decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site, except to the limited extent applicable laws specifically prohibit such restriction; or
vi. interfere with, or disrupt, (or attempt to do so), the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Site, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Site.
vii. modify, translate, or otherwise create derivative works of any part of the Site; or
viii. copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
5. MONITORING
Card Gnome does not create or endorse any Content submitted to the Site by any User or other licensor, or any opinion, recommendation, or advice expressed on this Site. Card Gnome further expressly disclaims any and all liability in connection with the Content.
Card Gnome reserves the right, but does not have any obligation, to monitor, access, read, preserve (subject to the limitations set forth in Section 6 below), and disclose to third parties the Content of this Site and the circumstances surrounding that Content’s transmission to the Site as set forth in our Privacy Policy.

Card Gnome shall also have the right, in our sole discretion, to (a) edit, refuse to post, or remove any Content submitted to or posted on this Site and (b) to protect and limit liability for ourselves, our sponsors, and Users of this Site, and (c) to comply with legal obligations or governmental requests. We may edit, refuse to post, or remove such Content without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Card Gnome is concerned that you may have violated the Terms), or for no reason at all.

Notwithstanding these rights and obligations, you are solely responsible for any Content that you post, transmit or otherwise make available on or through this Site. You acknowledge and agree that neither we nor any third party content provider shall assume or have any liability for any action or inaction by us or any third party content provider with respect to any conduct, communication or Content on this Site.

6. INTELLECTUAL PROPERTY
Card Gnome respects the intellectual property rights of others and expects you to do the same. Subject to the User Submissions section below, this Site and all Products and Content, including the selection and arrangement thereof, are owned by and are the copyrighted materials of Card Gnome or its licensors. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into another web site, or in any other way exploit any of the Products or Content, in whole or in part, without the specific permission by Card Gnome. Any unauthorized use or misuse of any Content or Products contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Card Gnome grants no licenses, rights or other permissions to any User or third party in any of the Product or Content, and reserves all rights.
Further, the trademarks, service marks, trade names, and logos used and displayed on this Site, including but not limited to, page headers, custom graphics, button icons, and scripts (the “Trademarks”) are registered and unregistered trademarks of Card Gnome or its licensors. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Card Gnome or its licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Card Gnome or the Trademark owner. Nothing in or on this Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark used or displayed on the Site without the express written permission of Card Gnome or the Trademark owner.
User Submissions

User Retains All Ownership Rights
The User retains all ownership rights in the Content the User submits to the Site, including but not limited to adding, creating, uploading, submitting, distributing or posting content, data, text, photographs, software, scripts, graphics, or other information.

User Has Ownership Rights or Owner Approval
You represent and warrant that you are the owner of all rights in all Content that you submit to the Site, or that you have obtained all necessary rights, licenses and permissions in order to grant the licenses contained in these Terms and provide Card Gnome the Content for the purposes intended. Card Gnome may request that you submit evidence of your ownership of or right to use and reproduce any Content, copyright, trademark, or likeness arising from your submitted Content. If, upon such request, Card Gnome does not receive information it deems sufficient to evidence such rights, Card Gnome reserves the right to (i) suspend the shipping of an order or Product relating to such Content, and/or (ii) share the Content and your information with governmental organizations, law enforcement authorities, or other third parties.

Content Removed from the Site
Except as provided herein below, once you remove Content from the Site, all licenses granted to Card Gnome herein, which are associated with or related to the removed Content, will terminate except as required to fulfill any orders placed or to complete any transactions initiated prior to the removal of the Content from the Site. Card Gnome may also use the Content after it has been removed from the Site for internal recordkeeping purposes. This section shall not apply to the irrevocable licenses granted to Card Gnome to use, reproduce, distribute, prepare derivative works of, and display User comments, recommendations, or feedback related to or associated with Products or other Content on the Site. Such licenses as to User comments, recommendations, and feedback shall not terminate.

User Grants License to Card Gnome
By submitting Content to the Site, and only until the Content has been removed from the Site by the User as described above, you grant Card Gnome a revocable (except as expressly set forth herein as to User comments, recommendations, and feedback), worldwide, non-exclusive, royalty-free (except as expressly set forth in Section 8 as a royalty on each and every card sold), and transferable license to use, reproduce, distribute, prepare derivative works of, and display the Content for Card Gnome’s (and its successors' and affiliates') business purposes. This license is expressly limited to the use, reproduction, distribution, preparation of derivative works, or display of Content for business or business purposes of creation, sale, marketing, advertising, distribution, promotion and delivery of greeting cards (including electronic greeting cards in all related media formats). For example, Card Gnome’s greeting card business does not include the production or sale of clothing, drinkware, or any products or services that are not greeting cards. For purposes of this section only, a greeting card is a piece of stationery or an electronic card (in any related media format) with one or more graphics and with or without any text.

By submitting comments, feedback, or recommendations related to or associated with Products or other Content on the Site (not including greeting card text or internal messages), you grant Card Gnome a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicenseable through multiple tiers, and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User comments, feedback, and recommendations for Card Gnome’s (and its successors' and affiliates') business purposes.

Additionally, you hereby grant to Card Gnome, and Card Gnome hereby accepts, a worldwide, revocable, non-exclusive, royalty-free, and transferable license to use and display any Trademark transmitted to the Site by you. This Trademark license may be used and displayed only in connection with the manufacture, sale, marketing, distribution, advertising and promotion of greeting card and electronic greeting card (in all related media formats) Products. Card Gnome shall not use or display the Trademark in a manner that reflects adversely upon the the Trademark or its related goodwill, or in a manner that reflects adversely upon the Trademark owner. This license may be terminated as set forth above.

How to Report Intellectual Property Infringement

Card Gnome takes reasonable steps to prevent copyright infringing activities or infringement of other intellectual property rights on the Site, and Card Gnome complies with the DMCA and will remove Content if properly notified that such Content infringes upon another's intellectual property rights per the DMCA.

Althought the DMCA is intended to address copyright infringement only, if you believe that other intellectual property has been infringed, you may notify us of that alleged infringement by providing our Copyright Agent with all of the information described in the Notice section immediately below. If you believe Content was improperly removed in that it was not infringing, you may notify us as required by the Counter Notice section below.

Notice
Card Gnome will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, you may notify us by providing the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512) to our Copyright Agent set forth below:

i. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
iii. identification of the Content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Card Gnome to locate the material, including an ID number if available;
iv. information reasonably sufficient to permit Card Gnome to contact you, such as an address, telephone number, and, if available, an e-mail address;
v. a statement that you have a good faith belief that use of the Content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
vi. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You understand that if you do not provide this information, your DMCA takedown notice may not be valid. You further understand that Card Gnome reserves the right to remove Content alleged to be infringing without prior notice and at our sole discretion. Card Gnome also reserves the right to remove User access to the Products for acts of intellectual property infringement. Card Gnome may suspend or terminate the accounts of repeat infringers.

Counter Notice
If you believe that your Content was improperly removed in that it was not infringing, or that you have the authorization from the intellectual property owner, the intellectual property owner's agent, or otherwise pursuant to the law, to post and use the material in your Content, you may send a counter-notice, pursuant to 17 U.S.C. § 512 containing the following information to our Copyright Agent as set forth below:

i. your physical or electronic signature;
ii. identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
iii. a statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
iv. your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of and venue in the federal courts in Denver County, Colorado, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Card Gnome may send a copy of the counter-notice to the original complaining party informing that person that Card Gnome may replace the removed Content or cease disabling it in 10 business days. Unless the intellectual property owner files an action seeking a court order against the User or Content provider, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Card Gnome's sole discretion.
Copyright Agent:

Phone Number: (720) 310-5872
Email address: copyright@cardgnome.com

Note: Only intellectual property complaints should be sent to the Copyright Agent identified above. No other communications will be accepted or responded to.
For communications on other matters, please contact us at support@cardgnome.com.

7. PURCHASE OF PRODUCTS
You agree to pay all fees and charges incurred through your purchase of any Products at the time of purchase and at the rates in effect for the billing period in which such fees and charges are incurred. Card Gnome does not provide refunds or credits if the price for particular Products previously purchased by you is lowered or is part of a promotional offer, and all Products purchased are non-refundable, except as provided herein.

Card Gnome reserves the right to cancel any order for any Product, including those Products that violate the intellectual property rights of a third party, and will notify the purchaser that the order has been canceled. In the event Card Gnome cancels an order or refuses to distribute any Products, Card Gnome will refund the User any and all fees paid to Card Gnome for the order or Products.

To purchase Products, you will use our third party payment processor, which is currently PayPal. The payment processing procedures and requirements will be subject to the terms defined by the third party payment processor. For additional information, we encourage you to review that party’s terms of use. Title and risk of loss for all Products ordered by you shall pass to you upon completion of the ordering process.

8. SALE OF PRODUCTS; ROYALTIES
Sale of Products by Card Gnome
The sale price of any and all Products is determined solely by Card Gnome and may change at Card Gnome’s discretion. From time to time, Card Gnome may offer Products at a discounted price as part of a discount program or promotional offer. The timing, duration, availability and pricing of, and cards selected to participate in, a discount program or promotional offer are entirely at Card Gnome’s discretion.

Royalties for Providers of Content used in Products

For Users who submit to the Site greeting card Content that is offered by Card Gnome as a Product (“Card”), Card Gnome will pay those Users a 5% royalty on each and every Card submitted by the User with a minimum royalty of $0.10 for each card. Payment of royalties will be made once per quarter to the User submitting the Product, and only to User’s whose undistributed earned royalties equal or have exceeded $10.00. The User must have an approved payment method on file with Card Gnome in order to receive payment of royalties. All monetary amounts in this section are in U.S. dollars and may be subject to change by Card Gnome at Card Gnome’s sole discretion. Any such changes will be effective after Card Gnome provides at least fourteen days’ notice by posting the changes on the Site.

9. TERMINATION
Card Gnome may terminate your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must discontinue use of this Site. Card Gnome also reserves the right to seek all remedies available at law and in equity for violations of these Terms, including the right to block access from a particular Internet address to this Site.

If you wish to terminate your account, you may do so by emailing us at support@cardgnome.com. All purchases or fees paid through this Site are non-exchangeable and non-refundable, except as provided herein. All provisions of the Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

10. WARRANTIES; DISCLAIMER OF WARRANTIES
MUTUAL REPRESENTATIONS AND WARRANTIES. YOU REPRESENT AND WARRANT TO CARD GNOME, AND CARD GNOME REPRESENTS AND WARRANTS TO YOU: (I) THAT YOU OR IT HAS THE FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM UNDER THESE TERMS, (II) THE EXECUTION AND PERFORMANCE OF YOUR OR ITS OBLIGATIONS UNDER THESE TERMS DOES NOT CONSTITUTE A BREACH OF OR CONFLICT WITH ANY OTHER AGREEMENT OR ARRANGEMENT BY WHICH YOU OR IT IS BOUND, AND (III) THESE TERMS ARE A LEGAL, VALID AND BINDING OBLIGATION OF THE PARTY ENTERING INTO THESE TERMS, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS AND CONDITIONS.

BY YOU. YOU REPRESENT AND WARRANT TO CARD GNOME THAT, IN YOUR USE OF THE SITE: (I) YOU WILL NOT INFRINGE THE COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET, RIGHT OF PRIVACY, RIGHT OF PUBLICITY OR OTHER LEGAL RIGHT OF ANY THIRD PARTY, AND (II) YOU WILL COMPLY WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS. YOU FURTHER REPRESENT AND WARRANT TO CARD GNOME THAT: (I) THERE ARE NO CLAIMS, DEMANDS OR ANY FORM OF LITIGATION PENDING, OR TO THE BEST OF YOUR KNOWLEDGE, THREATENED WITH RESPECT TO ANY OF YOUR CONTENT AND YOUR CONTENT WILL NOT INFRINGE OR MISAPPROPRIATE ANY THIRD PARTY RIGHT, NOR WILL YOUR CONTENT BE DEFAMATORY OR INVADE ANY PUBLICITY OR PRIVACY RIGHTS OF A THIRD PARTY; (II) CARD GNOME WILL NOT BE REQUIRED TO MAKE ANY PAYMENTS TO ANY THIRD PARTY IN CONNECTION WITH ITS USE OF YOUR CONTENT, EXCEPT FOR THE EXPENSES THAT CARD GNOME INCURS IN PROVIDING THE PRODUCT; (III) ANY RECOMMENDATIONS, COMMENTS, FEEDBACK, GRAPHICS, ARTWORK, INFORMATION, TEXT, MESSAGES OR THE LIKE CONTAINED IN YOUR CONTENT WILL NOT CAUSE INJURY TO ANY THIRD PARTY; AND (IV) YOUR CONTENT DOES NOT CONTAIN VIRUSES OR ANY OTHER PROGRAMS OR TECHNOLOGY DESIGNED TO DISRUPT OR DAMAGE ANY SOFTWARE OR HARDWARE.

YOUR ACCESS TO AND USE OF THE SITE OR ANY CONTENT IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE PRODUCTS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, CARD GNOME AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COMPLETENESS, ACCURACY, HUMOR, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE PRODUCTS, THE SITE, OR ANY CONTENT THEREIN. CARD GNOME WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOU, YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SITE, ANY CONTENT, PRODUCTS, OR ANY OTHER SITES OR APPLICATIONS LINKED TO THIS SITE. YOU ALSO AGREE THAT CARD GNOME HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SITE. WE MAKE NO WARRANTY THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR THAT THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CARD GNOME OR THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE MAKE NO WARRANTY OR REPRESENTATION OR COVENANT THAT PRODUCTS ORDERED THROUGH THE SITE WILL BE DELIVERED ON ANY PARTICULAR DATE OR BE ON TIME.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. §§ 2701-11): CARD GNOME MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. CARD GNOME WILL NOT BE LIABLE FOR THE PRIVACY OF EMAIL ADDRESSES, REGISTRATION AND IDENTIFICATION INFORMATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT STORED ON CARD GNOME’S EQUIPMENT, TRANSMITTED OVER NETWORKS ACCESSED BY THE SITE, OR OTHERWISE CONNECTED WITH YOUR USE OF THE SITE OR PURCHASE OF THE PRODUCTS. PLEASE SEE OUR PRIVACY POLICY WWW.CARDGNOME.COM/PRIVACY FOR MORE INFORMATION.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARD GNOME AND ITS SUBSIDIARIES, AFFILIATES, MEMBERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF PROFITS, DATA, USE, GOOD-WILL, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) THIS AGREEMENT OR YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OR PRODUCTS OBTAINED FROM THE SITE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, REGULATION, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CARD GNOME HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CARD GNOME'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR OTHERWISE) EXCEED THE LESSER OF THE AMOUNT PAID BY YOU TO CARD GNOME, IF ANY, OR $100.

12. EXCLUSIONS
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

13. INDEMNIFICATION
You agree to indemnify, defend, and hold Card Gnome, our directors, officers, employees, consultants, agents, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorney fees), liabilities, and other expenses that arise directly or indirectly out of or from: (a) your breach of these Terms; (b) any allegation that any Content you submit to us infringes or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party or law; and (c) your activities arising in connection with or related in any way to the Site.

14. WAIVER AND SEVERABILITY
The failure of Card Gnome to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

15. CONTROLLING LAW AND JURISDICTION
These Terms and any action related thereto will be governed by the laws of the State of Colorado without regard to or application of its conflict of law provisions or the laws of any other state or country of residence. All claims, legal proceedings or litigation arising in connection with or related in any way to the Terms, the Site, the Content, or the Products described herein will be brought solely in the federal and state courts located in Denver County, Colorado, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

16. ENTIRE AGREEMENT
These Terms and the Privacy Policy are the entire and exclusive agreement between Card Gnome and you regarding the Products (excluding any products for which you have a separate agreement with Card Gnome that is explicitly in addition or in place of these Terms), Content, and Site, and these Terms supersede and replace any prior agreements between Card Gnome and you regarding the Products, Content, or Site.

17. GENERAL PROVISIONS
Card Gnome makes no representation that the Content or Products on this Site are appropriate, legal, or available for use outside the United States. Those who choose to access this Site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Individuals also agree to comply with all applicable United States export controls.

18. CONTACT INFORMATION
If you have any questions or comments regarding these Terms, please send us an e-mail at support@cardgnome.com, or write to us at 1919 14th St., Suite 714, Boulder, CO 80302.