THIS AGREEMENT DESCRIBES THE TERMS UNDER WHICH Downtown Miami Brickell Chamber of Commerce OFFERS YOU ACCESS TO THIS WEB SITE AND RELATED SERVICES ONLY.
From time to time it may be necessary for Downtown Miami Brickell Chamber of Commerce to update or revise this Agreement. By accepting the terms of this Agreement during the registration process, you agree that Downtown Miami Brickell Chamber of Commerce may modify the terms of this Agreement including, but not limited to, those terms related to the charges (if any) associated with your use of the Site. You are responsible for regularly reviewing the latest version of this Agreement, and any additional terms and conditions that may be posted. Your continued use of the Site constitutes your agreement to all such terms, conditions, and notices. If you do not agree to the changes proposed by Downtown Miami Brickell Chamber of Commerce, or to any of the terms in this Agreement, your only remedy is to stop using the Site. If you have questions regarding this Agreement, please contact Downtown Miami Brickell Chamber of Commerce at info@Downtown Miami Brickell Chamber of Commerce.com.
“Directory” means a searchable list of businesses, members or Users, containing contact and profile information.
“Content” means information, data, text, communications, software, graphics, music, sound, photographs, video, messages uploaded, posted, emailed, transmitted or otherwise made available by a User via the Site or Services. Content includes, but is not limited to, User profiles and Emails, but specifically excludes User Submissions.
“Emails” means the online communications tool provided by Downtown Miami Brickell Chamber of Commerce for Users to send messages to other Users including, but not limited to, emails, responses to messages or emails.
“Services” means information, documents, images, products, software and services made accessible via the Site.
“Site” means the site on which you are accessing this Agreement, www.Downtown Miami Brickell Chamber of Commerce.com website and other sites operated by Downtown Miami Brickell Chamber of Commerce.
“Downtown Miami Brickell Chamber of Commerce” means Downtown Miami Brickell Chamber of Commerce, a Delaware Corporation, having its principal place of business at 621 East 6th Street Suite 200, Austin TX 78701.
“Reviews and Feedback” means ratings, reviews, comments and general feedback from Users regarding other Users.
“Testimonials” means testimonials from Users about experiences using the Site and Services.
“User Submissions” means Reviews and Feedback and/or Testimonials.
“User” means any person or entity accessing the Site and utilizing the Services.
“MemberFindMe” is a trademark of Downtown Miami Brickell Chamber of Commerce. All rights in respect of this trademark are hereby expressly reserved. Unless otherwise indicated, all other trademarks appearing on the Site are the property of their respective owners. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE OR ANY OF THE THIRD PARTY SITES WITHOUT THE EXPRESS WRITTEN PERMISSION OF OWNER IS STRICTLY PROHIBITED.
User Profile and Content
By accepting this Agreement during the registration process, you expressly consent to our collection, storage, use and disclosure of your User information and Content as described in this section.
Your User profile and contact information will be shared with other Users when: (a) You are listed in the Directory (you can opt out through your account settings), or (b) You send an Email to that other User.
In addition, you acknowledge and agree that your User profile and contact information may be used by Downtown Miami Brickell Chamber of Commerce in order that we may provide our Services, service your account, and address matters pertaining to this Agreement and expressly consent to being contacted by Downtown Miami Brickell Chamber of Commerce via phone, fax, email, mail or other reasonable means, at any of your provided contact numbers or addresses for such purposes. Furthermore, Downtown Miami Brickell Chamber of Commerce may share your User information and Content to respond to legal requirements, enforce our policies, respond to claims that your Content violates the rights of others, or to protect anyone’s rights, property, or safety. Such information will be disclosed in accordance with applicable laws and regulations.
Although Downtown Miami Brickell Chamber of Commerce takes commercially reasonable steps to ensure that unauthorized access of your Content and other information doesn’t occur, we can’t guarantee that unauthorized parties will not gain access, nor can we control how others with whom we are authorized to share such Content and information will store or transfer your information.
Downtown Miami Brickell Chamber of Commerce solicits and collects User Submissions. When you provide User Submissions, they become the property of Downtown Miami Brickell Chamber of Commerce and you hereby assign all rights, title and interest in such User Submissions to Downtown Miami Brickell Chamber of Commerce. You expressly warrant you have the right to make such assignment and that all of the information contained in your User Submissions is factually accurate. If you do not have the right to make such assignment or if such information is not factually accurate, you should not be providing such material, and doing so will be a breach of this Agreement.
Downtown Miami Brickell Chamber of Commerce reserves the right to (but is under no obligation to) monitor User Submissions to ensure compliance with this Agreement and any applicable laws. In addition, Downtown Miami Brickell Chamber of Commerce reserves the right to delete User Submissions if we determine, in our sole discretion, that they contain false or misleading information and to reject subsequent submissions from Users making such submissions.
If you are a User, you acknowledge and agree that Downtown Miami Brickell Chamber of Commerce has the right to publish Reviews and Feedback about you and your business.
You acknowledge and agree that you will not use the Site’s Email system to send emails or messages to other Users, without their prior consent, unless it is for the purpose of obtaining goods or services from that User. Any emails or messages, including but limited to (a) advertising (b) solicitation not pertaining to obtaining goods or services from that User, will be considered spam. Downtown Miami Brickell Chamber of Commerce reserves the right to suspend or terminate all access to the Site, without refund, from parties deemed to have produced spam.
Use of the Site and Services; Dealings with Third Parties
When using the Site and Services, you will not: (a) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of this Site or access to the Site or Services, (b) violate any laws, third party rights or Downtown Miami Brickell Chamber of Commerce policies, or (c) post any false, inaccurate, misleading, defamatory, or libelous Content or User Submission. You will not use the Site or Services if you are not able to form legally binding contracts.
You grant Downtown Miami Brickell Chamber of Commerce a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any Content that you post on or in connection with the Site or Services. This license exists only for as long as you elect to continue to include, transmit or store such Content on the Site and will terminate at the time you remove or the Downtown Miami Brickell Chamber of Commerce removes such submitted Content from the Site. You expressly warrant you have the right to grant such license. If you do not have the right to grant such license, you should not be uploading, storing or transmitting such material, and doing so will be a breach of this Agreement.
You acknowledge that Downtown Miami Brickell Chamber of Commerce may or may not pre-screen Content, but that Downtown Miami Brickell Chamber of Commerce and its designees will have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that you make available via the Site. Without limiting the foregoing, Downtown Miami Brickell Chamber of Commerce and its designees will have the right to remove any Content that violates this Agreement or is otherwise objectionable.
You acknowledge and agree that Content and User Submissions are the sole responsibility of the person or entity providing such Content and User Submissions, that Downtown Miami Brickell Chamber of Commerce is not responsible for and does not guarantee the accuracy, integrity or quality of the same and is not liable in any way for any Content or User Submissions including, but not limited to, for any errors or omissions or for any loss or damage of any kind incurred as a result of the use of Content and User Submissions. You agree that you must evaluate, and bear all risks associated with, the use of any Content and User Submissions, including any reliance on the accuracy, completeness, or usefulness of the same. You understand that, by using the Site or Services, you may be exposed to Content and User Submissions that are offensive, indecent or objectionable.
You acknowledge that Downtown Miami Brickell Chamber of Commerce is acting as a passive conduit for the transmission of Emails and related information between Users. Your dealings with any third parties (including, but not limited to, other Users) as a result of your use of the Site and Services including, but not limited to, the terms, conditions, warranties and representations associated with such dealings, are solely between you and such third party. You will not hold Downtown Miami Brickell Chamber of Commerce responsible for other Users’ action or inaction, or services or goods requested, offered or provided by such Users. Downtown Miami Brickell Chamber of Commerce is not involved in transactions between Users, has no control over and does not guarantee any aspect of services or goods offered or provided by Users or the ability or willingness of Users to pay for such services or goods or that any User will actually complete a transaction or enter into a contract with respect to the same. You agree that Downtown Miami Brickell Chamber of Commerce will not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings with third parties or as the result of the use of the Site or Services by such third party.
Downtown Miami Brickell Chamber of Commerce may provide, or third parties (including, but not limited to, other Users) may provide, links to other web sites or resources. Because Downtown Miami Brickell Chamber of Commerce has no control over such sites and resources, you acknowledge and agree that Downtown Miami Brickell Chamber of Commerce is not responsible for the availability of such external sites or resources, does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Downtown Miami Brickell Chamber of Commerce will 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 or through any such site or resource.
You agree that Downtown Miami Brickell Chamber of Commerce may, under certain circumstances and without prior notice, immediately terminate your access to the Site and the Services. Cause for such termination will include, but not be limited to, (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated termination), (d) discontinuance or material modification to Site or Services (or any part thereof), (e) unexpected technical or security issues or problems, and (f) extended periods of User inactivity. Termination of your access to the Site and Services includes (i) termination of access to the Site and Services, (ii) termination of access to and deletion of Emails and all related information, files and Content associated with Services provided to you by Downtown Miami Brickell Chamber of Commerce (or any part thereof), and (iii) barring further use of the Site and Services. Further, you acknowledge and agree that all terminations for cause will be made in Downtown Miami Brickell Chamber of Commerce’s sole discretion and that Downtown Miami Brickell Chamber of Commerce will not be liable to you or any third party for any such termination.
Warranty and Limitation of Liability
You expressly understand and agree that:
YOUR USE OF THE SITE, SERVICES AND CONFIDENTIALITY AGREEMENT IS AT YOUR SOLE RISK. THE SITE, SERVICES AND CONFIDENTIALITY AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Downtown Miami Brickell Chamber of Commerce EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Downtown Miami Brickell Chamber of Commerce MAKES NO WARRANTY THAT (A) USING THE SITE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY GOODS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS, AND (E) ANY ERRORS IN THE SITE WILL BE CORRECTED.
ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
Downtown Miami Brickell Chamber of Commerce WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER WHERE SUCH FAILURE RESULTS FROM ANY CAUSE BEYOND Downtown Miami Brickell Chamber of Commerce’S REASONABLE CONTROL INCLUDING, WITHOUT LIMITATION, MECHANICAL, ELECTRONIC OR COMMUNICATIONS FAILURE OR DEGRADATION. IN NO EVENT WILL Downtown Miami Brickell Chamber of Commerce OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THIS AGREEMENT HOWEVER ARISING, INCLUDING NEGLIGENCE. OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE TWELVE MONTHS PRIOR TO THE ACTION GIVING RISE TO ANY PURPORTED LIABILITY.
You agree, at your own expense, to indemnify, defend and hold harmless Downtown Miami Brickell Chamber of Commerce and its employees, representatives, subsidiaries, affiliates, officers, directors, suppliers and agents (collectively, the “Downtown Miami Brickell Chamber of Commerce Indemnified Parties”), against any claim, suit, action or other proceeding against Downtown Miami Brickell Chamber of Commerce Indemnified Parties, by a third party, to the extent that such claim, suit, action or other proceeding is based on or arises in connection with your use of the Site or Services, specifically including (a) any violation of the terms set forth in this Agreement or any Confidentiality Agreement, and (b) any claim that use of the Site or Services by you infringes any third party intellectual property right, is libelous or defamatory, or otherwise results in injury or damage to anyone. You agree to pay any and all costs, damages and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.
You and Downtown Miami Brickell Chamber of Commerce are independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Downtown Miami Brickell Chamber of Commerce in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Any notice by us to you may be made at our option via a posting on the Site or via email or first class mail. It is your responsibility to check the Site from time to time for updates. Your continued use of the Site constitutes your agreement to and acceptance of this Agreement and any changes to it.
If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. The laws of the State of Texas, excluding its conflicts-of-law rules, govern this Agreement and your account. User conduct may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction and venue for any claim or dispute with the Site or relating in any way to your account or your use of the Site resides in the courts of Travis County, Texas, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of Travis County, Texas, in connection with any such dispute including any claim involving Downtown Miami Brickell Chamber of Commerce or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Site any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment will survive termination of this Agreement.