1. General Information.
3. Authorized Users.
4. Limitations on Use.
While using the Sites, you may not perform any actions which could interfere with or otherwise adversely affect the proper functioning of the Sites. Without limiting the generality of the foregoing, you may not: (a) use any robot, spider, scraper or other automated means to access our Sites for any purpose without prior express written permission from Audience Sherpa LLC; (b) take any action that imposes, or may impose, in Audience Sherpa LLC’s sole discretion, an unreasonable or disproportionately large load on Audience Sherpa LLC’s infrastructure; (c) bypass any measures Audience Sherpa LLC may use to prevent or restrict access to the Sites; (d) use the Sites in violation of the Prohibited Content Policy in Section 9, or (e) use the Sites to send altered, deceptive, or falsely-sourced information, including without limitation by forging TCP-IP packet headers or e-mail headers.
Any unauthorized or prohibited use of the Sites or content may subject you to civil liability and criminal prosecution under applicable federal and state laws.
5. User Submissions.
As part of your use of the Sites, you may be provided with the functional ability to post, submit, upload, embed, display, communicate or otherwise distribute text, data, graphics, external links or other materials ("User Content").
You hereby grant Audience Sherpa LLC a non-exclusive, transferable, royalty-free, sublicensable, irrevocable, perpetual, worldwide right and license to practice, exploit, make, use, reproduce, transmit, display, exhibit, disclose, index, comment on, modify, improve, create derivative works based upon, perform and distribute such content in connection with the operation, development, provision, and use of the Sites and in connection with other products and services offered by Audience Sherpa LLC.
6. Prohibited Content.
By using the Sites, you agree that you will not post, submit, or otherwise distribute User Content that meets any of the criteria set out below (collectively, our “Prohibited Content Policy”).
Prohibited Content is content:
That is false, inaccurate, or misleading;
That infringes or otherwise violates any third party’s: (a) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (b) right of publicity or privacy (specifically, you must not distribute any other person’s personal information of any kind without their express permission); or (c) any confidentiality obligation;
That violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising) or that is itself illegal in any way;
That is, or may reasonably be considered to be: (a) offensive, such as profanities and expletives; (b) sexually explicit or pornographic; (c) defamatory, libelous, hatefully, racially or religiously biased; or (d) threatening or harassing to any individual or entity;
That contains any computer viruses, worms or other potentially damaging computer programs or files;
That impersonates or misrepresents your connection to another entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
That interferes with, or otherwise harms or violates the security of the Sites, or any system resources, accounts, passwords, servers or networks connected to or accessible through the Sites or affiliated or linked sites; and
That contains link(s) to other sites that contain content that falls within the proscriptions set forth above.
That contains information you or a third party considers confidential.
7. Intellectual Property Rights.
Our Sites, including without limitation, all software code, site architecture and design, interactive features and the appearance and arrangement of various Audience Sherpa LLC Content (defined below), all trademarks, service marks and trade names used in connection with our Sites, products, and services (the "Marks") and all text, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, and other copyrightable elements, and the selection and arrangements thereof (collectively, " Audience Sherpa LLC Content") are the property of Audience Sherpa LLC and/or its assigns, licensors or other respective owners and are protected, without limitation, pursuant to U.S. and foreign copyright, trademark and other intellectual property rights laws.
From time to time, you may choose to provide User Content in the form of reviews, testimonials, or other feedback ("Feedback") with respect to the Sites, Audience Sherpa LLC Content, or other Audience Sherpa LLC products. In the event that you were compensated or granted consideration by Audience Sherpa LLC, or any third party, for the Feedback you must clearly and conspicuously disclose such relationship, e.g. “I was given a free product in exchange for this testimonial” or “I am an athlete sponsored by Audience Sherpa LLC.”
9. User Account, Password, and Security.
Our Sites, or portions of our Sites, may require you to open a user account before you can access them. Your user account is personal to you, and you may not sublicense, transfer, sell or assign your account to any other person. In order to open an account you must complete the registration process by providing Audience Sherpa LLC with current, complete, and accurate information as prompted by the applicable registration form. You shall not impersonate any person or misrepresent your identity or affiliation with any person or entity, including any other person’s name, likeness, username or other account information.
To register an account, you must choose a user name and password. You are entirely responsible for maintaining the confidentiality of your password, user name and other account information. Furthermore, you are entirely responsible for any and all activities that occur under your account. If you become aware of any unauthorized use of your account or any other breach of security, you agree to notify Audience Sherpa LLC immediately. Audience Sherpa LLC will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. If Audience Sherpa LLC or a third party incurs losses due to someone else using your account or password, you could be held liable for those losses.
10. Communications with Other Third Parties.
While using the Sites, you may be introduced to, or be able to access, websites, advertisements, contests, sweepstakes, or information offered by other parties. For example, another user may upload User Content that contains a link to a third-party website. Such links are provided solely as a convenience to you and do not imply endorsement by Audience Sherpa LLC of, or any affiliation with, or endorsement by, the owner of the linked website. Audience Sherpa LLC is not responsible for the actions or policies of such third parties and Audience Sherpa LLC will not be liable for any goods, services, resources or content available through third-party dealings or communications, or for any harm related thereto. Before clicking on a third-party webpage, providing information to such third party, or otherwise entering into a transaction with such third party, you should carefully review that third party’s policies and practices and make sure you are comfortable with them. Complaints, concerns or questions relating to materials provided by third parties should be forwarded directly to the third party.
11. Third-Party Services.
In some circumstances, third-party services may be integrated into features made available on or through our Sites. Your use of such third-party services may be subject to a separate agreement between you and that party. Audience Sherpa LLC is not a party to such separate agreement, but, notwithstanding the forgoing, you acknowledge and agree Audience Sherpa LLC is a third party beneficiary of such separate agreement and Audience Sherpa LLC shall have the right (and will be deemed to have accepted the right) to enforce such agreement against you as a third party beneficiary of such agreement.
12. Provision of the Sites.
Audience Sherpa LLC has no responsibility to provide you access to the Sites. Audience Sherpa LLC reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, the Sites or any part thereof, or your access thereto (including suspending or disabling your user account), with or without notice. You acknowledge and agree that Audience Sherpa LLC shall not be liable to you for any modification, suspension or discontinuance of the Sites, or your access thereto.
13. Choice of Law and Jurisdiction.
The laws of the State of Colorado, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction, shall govern these Terms. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of Sites must be instituted within six (6) months from the date upon which such claim or cause of action arose or was accrued. Further, any such claim or cause of action must EXCLUSIVELY be brought in the state or federal courts located in Denver, Denver County, Colorado, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Colorado as your agent for service of process. You agree to waive any objection that the state or federal courts of Denver County, Colorado are an inconvenient forum.
14. Warranty Disclaimer.
YOUR USE OF THE SITES AND AUDIENCE SHERPA LLC CONTENT IS AT YOUR OWN RISK. THE SITES AND AUDIENCE SHERPA LLC CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." AUDIENCE SHERPA LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES REGARDING: (a) THE SITES; (b) THE AUDIENCE SHERPA LLC CONTENT; (c) INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH SITES; OR (d) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF ANY OF THE FOREGOING.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AUDIENCE SHERPA LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SITES AND AUDIENCE SHERPA LLC CONTENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
AUDIENCE SHERPA LLC HAS NO RESPONSIBILITY OR LIABILITY FOR: (a) LOSS OR DELETION OF, OR FAILURE TO RECEIVE, PROCESS OR STORE ANY USER CONTENT OR OTHER INFORMATION MAINTAINED ON OR TRANSMITTED USING THE SITES; (b) VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY; (c) USER CONTENT OR OTHER INFORMATION POSTED ON THE SITES BY THIRD PARTIES; OR (d) THE ACTIONS OF ANY THIRD PARTY.
THE SITES CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS AND RECOMMENDATIONS OF THIRD PARTIES. AUDIENCE SHERPA LLC DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE SITES. ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION IS AT YOUR SOLE RISK.
15. Limitation of Liability.
18. Digital Millennium Copyright Act.
If you are a copyright owner or an agent thereof and believe that any material available on the Sites infringes upon your copyrights, you may submit a notification of claimed infringement ("Notification") pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Audience Sherpa LLC’s agent designated to receive Notifications ("Copyright Agent") with a notice containing the information described below.
All Notifications must include the following (see 17 U.S.C § 512(c)(3) for further details):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material 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 Audience Sherpa LLC to locate the material;
Information reasonably sufficient to permit Audience Sherpa LLC to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Mail: Audience Sherpa LLC
220 South Corona St
Denver, CO 80209
If you believe that material you posted to our Sites that was removed (or to which access was disabled) as a result of a Notification is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material, you may send a written counter notification ("Counter Notification") to the Copyright Agent containing the information described below.
Please note Audience Sherpa LLC is required to send a copy of your Counter Notification to the party who submitted the Notification and that in response to a Counter Notification that person may file a lawsuit against you seeking a determination of its rights with respect to the material.
Please also note that under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material was removed or disabled by mistake or misidentification may be subject to liability for damages.
All Counter Notifications must contain the following (see 17 U.S.C. § 512(g)(3) for further details):
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material to be removed or disabled; and
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the District in which the address you list is located, or if that address is located outside of the United States, for the District of Colorado, and a statement that you will accept service of process from the person who provided notification of the alleged infringement or an agent of such person.
Upon receipt of a Notification or Counter Notification, Audience Sherpa LLC will comply with the applicable procedures set forth in 17 U.S.C. § 512. Pursuant to 17 U.S.C. § 512(i)(1)(A), it is Audience Sherpa LLC’s policy to terminate, in appropriate circumstances, user account holders who are repeat infringers.
These Terms are the entire agreement between you and Audience Sherpa LLC regarding the subject matter herein, and supersede any prior understandings or agreements, written or oral.
How to Contact Audience Sherpa LLC:
Mail: Audience Sherpa LLC
220 South Corona St
Denver, CO 80209