ECOMPLIMENTS SITE USE AGREEMENT

eCompliments, LLC, a Colorado limited liability company  ("eCompliments", “we”, “us”) owns and operates the website, www.ecompliments.com, and its respective applications and interfaces for mobile devices (collectively, the “Site”).  The Site provides the Services defined herein.  The terms and conditions contained in this Site Use Agreement (the “Agreement”) apply to your use of the Site and the Services contained therein.  By accessing, browsing, or using the Site in any way, you agree to the terms of this Agreement, our privacy policy (the “Privacy Policy”) and all other guidelines or policies referenced herein (said access is referred to as “Use” of the Site).  In order to Use the Site and Service, You must read and accept all of the terms and conditions in, and linked to, this Site Use Agreement (this "Agreement").  All capitalized terms contained herein are defined terms and should be given the meaning stated within this Agreement. The terms "you" and "your" refer to you, as a User of the Site. 

PLEASE READ THIS AGREEMENT AND ANY RELATED LINKS, CAREFULLY.  YOUR USE OF THIS SITE CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AND YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.  DO NOT USE THE SITE IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THIS AGREEMENT. 

TERMS OF USE

1. Definitions

Content: "Content" means text, images, photos, audio, video, user comments, messages, graphics, news articles, photographs, illustrations, software, and all other forms of data or communication. "Your Content" means Content that you submit, upload, transmit, share, store, link to or otherwise make available (collectively “Post”) on or through the Site, such as information that you display as part of your account profile, that you may Post. Your Content does not include the information that you submit in order to create an account on the Site. "User Content" means that Content, specifically the compliments, complaints, comments or other commentary that Users Post about Complimentees to the Site. "eCompliments Content" means Content that is created by eCompliments and made available on the Site. "Third Party Content" means Content that is made available on the Site by parties other than eCompliments or the users, such as data providers that license data to eCompliments for use on the Site. "Site Content" means all of the Content that is made available on the Site, including Your Content, User Content, Third Party Content, and eCompliments Content.

Complimentee(s): Any profile about which a User may search, browse, read, compliment, complain, or comment. It can include, but not be limited to, products, people, businesses, non-profit organizations, schools, universities, destinations, professionals, service contractors and professional services providers (individually “Complimentee” or collectively, "Complimentees").

Minimum Age: Services are available only to individuals who are at least thirteen (13) years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Services.

Service:  The Site provides, inter alia, (i) a forum for User Content on a variety of Complimentees to you, the User, to allow you the opportunity to browse, search and read about the User Content posted by other Users about these Complimentees and to add your own User Content; (ii) allow Complimentees to pay for a Professional Account which carries with it certain benefits designed to enhance the Complimentees’ business and branding; and (iii) allow Site Users the opportunity to advertise on the Site (“Services”, or collectively, the "Service"). Services shall also include, but not be limited to, any service and Content (whether defined below or not) eCompliments performs for you, as well as the offering of any materials displayed, transmitted or performed on the Site or through the Services. eCompliments may change, suspend or discontinue the Services including any Content (as defined below) for any reason, at any time, including the availability of any feature or content. eCompliments may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

User: A "user" is anyone who uses the Site or accesses, browses, crawls, or scrapes the Site in any way.

2. User Accounts

General Information: To use some of the features on the Site, you may be required to create an account and provide information about yourself to us. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.

Complimentee ID:  Once you have decided to create either a Basic Account or a Professional Account with eCompliments, you must select a password and screen name (“Complimentee ID”).  Upon creating a Complimentee ID, you agree to (a) provide eCompliments with true, accurate, current and complete registration information as prompted by the eCompliments’ registration forms, when registering for or using the Service and (b) update and maintain the truthfulness, accuracy and completeness of such information.  Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account.  You further agree to not (i) select or use as a Complimentee ID a name of another person with the intent to impersonate that person; (ii) use as a Complimentee ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Complimentee ID a name that is otherwise offensive, vulgar or obscene. eCompliments reserves the right to refuse registration of, or cancel a Complimentee ID in its discretion. You shall be responsible for maintaining the confidentiality of your eCompliments password.

Types of Accounts. There are two types of accounts:

"eComplimentary Account" (a/k/a “Free Account”) is a basic, free account intended mainly for your personal use, however businesses can claim or maintain a free, registered basic account also. This Free Account may be used to Post User Content to the Site. In creating a Free Account, we ask that you provide complete and accurate information about yourself in order to bolster your credibility as a Complimentee and as a member of the Site, though you may opt instead to provide information that does not make you personally identifiable. Notwithstanding the foregoing, you may not impersonate someone else (e.g., adopt the identity of a celebrity or your next-door neighbor), provide an email address other than your own, or create multiple Free Accounts. We reserve the right in the future to add or remove elements of the site that are considered to be included in the Free Account. We also reserve the right to charge a nominal Membership Fee for what has previously been a Free Account. In that instance, we will give due notice in accordance with this Agreement and the terms the Membership Fee will be governed by Section 3 of this Agreement.

"Professional Account" is a paid for, membership account generally intended for businesses or other organizations.  It requires the purchasing of the Professional package during the sign-up process and carries with it all of the business benefits listed on the Site, which benefits may be amended or changed from time to time by eCompliments in its sole discretion. In creating or updating a Professional Account, you must be an authorized representative of the business, company, entity, or organization in question, and you must provide complete and accurate information about yourself and the business you represent.  Further, you must be an authorized representative with the authority to bind it to this Agreement (which authority you hereby exercise).  You may not provide an email address that is not your own or create multiple Professional Accounts for the same business, unless they are bundled together as a part of a family of accounts.

3. Membership Fees, Notices & Payments

As outlined in Section 2 above, eCompliments offers two types of accounts on the Site: (i) the eComplimentary Account, and (ii) the Professional Account, which carries with it an annual Membership Fee. If you choose the Professional Account, eCompliments will charge you a membership fee in order to provide the Services described on the Site (the "Membership Fee"). You acknowledge that eCompliments reserves the right, at any time, to modify its Membership Fees and billing methods. Membership Fees for access to the Service may only be paid on an annual basis, in advance by credit card and may be set up to renew automatically on an annual basis.

Automatic Annual Renewal Payment Plan: If you select the Automatic Annual Renewal Payment Plan, eCompliments will send you an electronic reminder notice approximately thirty (30) days prior to your expiration date. This notice will be your reminder that eCompliments will renew your membership at the current Membership Fee amount using the credit card information we have on file. Said payment will take place on or about the 1st of the calendar month in the month in which your membership expires. If the renewal of your annual membership fails for any reason, we will attempt to process your renewal for a period up to sixty (60) days.

Alternative Payment: If you do not select automatic renewal, eCompliments will provide you with a first reminder notice approximately sixty (60) days prior to your expiration date, and if necessary, a second reminder notice approximately thirty (30) days prior to your expiration date. This notice will serve as a reminder that you must renew your membership at the current Membership Fee by logging into your profile and manually paying for another year’s Membership Fee before the expiration of the sixty (60) day period. Said payment must take place no later than the 5th of the calendar day in the month in which your membership expires. If you fail to renew your membership, your membership will be suspended for thirty (30) days while you are contacted about renewing your membership. If you fail to renew your membership at that time, your profiles will be permanently suspended and any related profiles will be disconnected from your basic profile. 

Canceling Your Membership:  If you decide to cancel your annual membership with the Service, your cancellation request must be received no later than 12:00 p.m. on the business day prior to your scheduled automatic annual renewal payment date. You may cancel your membership by providing eCompliments with notice of your desire by contacting eCompliments by email at cancellations@ecompliments.com. ALL CANCELLATION NOTICES MUST BE SUBMITTED VIA EMAIL. NO EXCEPTIONS.  All sales are final and eCompliments will not issue refunds, whether full or pro-rated, for membership fees paid in advance. 

4. Your Account is YOUR Responsibility – Keep it Safe

As defined in Section 2(b) above, eCompliments will assign you a Complimentee ID of your choosing when you register your profile, which may only be used by you and the members of your household or by the designated agents of your business. You are solely responsible for maintaining and protecting the confidentiality of your Complimentee ID and are fully responsible for all activities that occur under your Complimentee ID, whether carried out by you personally or not.  If you have reason to believe that your account is no longer secure, please notify us IMMEDIATELY.  We respect the privacy rights of third parties, and you must do so as well on the Site.  If you collect, access or use information relating to any User of the Site (including information contained in any Complimentee profile) you must obtain consent from the user and make it clear to the User that the collection, access and use is being carried out by you and not the Site.

5. Conditions of Use – Code of Conduct & Content

In order to Use the Site, you acknowledge, agree, represent and / or warrant that you: 

(i) are above the Minimum Age;

(ii) have sufficient rights in and to all Content that you Post to the Site;

(iii) agree not to re-sell or assign your rights or obligations under this Agreement;

(iv) will abide by the terms and conditions of this Agreement as well as all applicable local, state, national or international laws and will not use the Site for any illegal or unauthorized purposes;

(v) will Post Content that is either be based upon your actual first-hand knowledge of the Complimentees about which you are Posting or based upon your knowledge of another individual’s first-hand experience with a health care or wellness provider which you have the legal authority to disclose such health information and experience of such individual;

(vi) will only Post User Content that is accurate, truthful, complete in all respects and is not false, misleading or fraudulent in any respect;

(vii) will be transparent in all Postings on the Site, including identifying yourself as an owner or employee of the profile; an owner or employee of a competitor to the profile; or an owner or employee of a firm that has been hired by either the profile owner or their competitor to advertise or otherwise increase their client’s stature on the Site;

(viii) will not Post more than one (1) compliment or complaint per Complimentee within any seven (7) day period;

(ix) will not Post any Content that may be considered by eCompliments to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of another person's privacy or proprietary rights, or racially, ethnically or otherwise objectionable or that depicts nudity, pornography or graphic or gratuitous violence, or anything else that we may consider offensive;

(x) will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with eCompliments, or otherwise attempt to mislead others;

(xi) will not Post any Content that is encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines, or code that is intended to (i) damage, interfere with, disrupt, impair, disable or otherwise overburden our Site or our servers, or (ii) interrupt, destroy, or limit the functionality of any computer or telecommunications equipment;

(xii) will not access, download or copy any Site Content through artificial means (including but not limited to any robot, spider, scraper, hacking device, computer program, or other automated means);

(xiii) will not do anything that could disable, overburden or impair the proper working of or otherwise impose an unreasonable or disproportionately large load on the Site;

(xiv) will not send spam or any other unauthorized advertisements or solicitations through or using the Site;

(xv) will not take any action that would undermine the integrity, independence or reliability of the eComplimeter or any other provision of the Site;

(xvi) will not attempt to gain unauthorized access to the Site, other user accounts, or other computer systems or networks connected to the Site;

(xvii) will not use the Site in any manner that infringes, misappropriates or violates any third party's rights, including, but not limited to, Posting contact information or any other private information, transmitting any material that may infringe, misappropriate or violate a third party's rights of privacy, publicity, contractual rights, fiduciary rights or intellectual property rights;

(xviii) will not do anything that is illegal, infringing, fraudulent or malicious, or that could in any way interfere with the rights of eCompliments or the rights of other Users of the Site;

(xix) will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational or other purposes not contemplated by this Agreement, the Site or its Content, without the express written consent of eCompliments, which consent may be withheld by eCompliments in our discretion;

(xx) will not provide any false personal information in your profile, create more than one profile, transfer your profile, create a profile for anyone other than yourself or create a page without authorization;

(xxi) will not intimidate or harass any user;

(xxii) will not Post, or cause to be Posted , any communication or solicitation designed or intended to obtain password, account, or private information (including but not limited to private contact information, social security numbers, or credit card numbers) from any User.

The User Content that you provide does not reflect the views of eCompliments, its officers, managers, owners, employees, agents, designees or other users. In addition, eCompliments retains the right, in its sole discretion, to determine whether or not your Use of the Site is consistent with the terms and conditions of this Agreement. eCompliments may suspend, restrict or terminate your Use of the Site and to refuse any future use of all or portions of the Site if your Use breaches or fails to comply with any of the terms and conditions of this Agreement.   Furthermore, eCompliments may remove any Content and User Accounts at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. To report abuse of this Section of this Agreement, please email: abuse@ecompliments.com.  You are solely responsible for your interactions with other users of the Site. eCompliments reserves the right, but has no obligation, to monitor disputes between you and other users.

6. Content

License:  You are solely responsible for the User Content that you Post on the Site.  Although eCompliments does not claim ownership of any of the User Content, by providing Content for the Site, you automatically grant, and you represent and warrant that you have the right to grant, to eCompliments an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to (a) use, copy, publish, stream, store, retain, publicly perform or display, transmit, scan, reformat, modify, edit, frame, translate, excerpt, adapt, create derivative works and distribute (through multiple tiers), any User Content you (i) Post on or in connection with the Site or the promotion thereof or (ii) enable a user to Post, including by offering a link on your website and (b) to use your name, likeness and image for any purpose, including commercial or advertising, each of (a) and (b) on or in connection with the Site or the promotion thereof. In addition, by providing eCompliments with User Content, you automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of the Content on our Site by any other party.

Logo Link:  If you own or control a website, you may place eCompliments’ Logo Link button, logo and/or text (a "Logo Link"), including all trademarks therein, on your website for the sole purpose of enabling users to post links or Content from your website on the Site.  By offering a Logo Link on your website, you agree, represent and warrant that you will not place a Logo Link on any page containing content that would violate this Agreement if Posted on the Site. The rights granted in this paragraph may be revoked by us at any time in our sole discretion, and upon such termination, you will immediately remove all Logo Links from your website.

RSS Feed:  eCompliments makes some of the Content (the "Feed Content") available via Real Simple Syndication (the "RSS Feed"). You may access and use the RSS Feed in order to display Feed Content on your computer, website, or blog, provided that (a) your display of the Feed Content links back to the relevant pages on the Site and attributes eCompliments as the source of the Feed Content, (b) your use or display of the Feed Content does not suggest that eCompliments promotes or endorses any third party causes, ideas, web sites, products or services, (c) you do not redistribute the Feed Content, and (d) your use of the RSS Feed does not overburden our systems. We reserve all rights in the Feed Content and may terminate the RSS Feed at any time.

Interactive Computer Service Provider:  eCompliments does not guarantee the accuracy, integrity, quality or appropriateness of any User Content transmitted to or through the Site.  You acknowledge that eCompliments simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of User Content and for the publication and distribution of any Complimentee Content. You understand that all Content Posted on, transmitted through or linked through the Site, are the sole responsibility of the person from whom such Content originated. You understand that eCompliments does not control, and is not responsible for User or Complimentee Content made available through the Site, and that by using the Site, you may be exposed to Content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any Content.  You further acknowledge that eCompliments has no obligation to screen, preview, monitor or approve any User Content, Complimentee Content or Third Party Content. However, we reserve the right to review and delete any Content that, in our sole judgment, violates this Agreement. By using the Site, you agree that it is solely YOUR RESPONSIBILITY to evaluate your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that you Post on the Site. Under no circumstances will we be liable in any way for any User Content, Complimentee Content or Third Party Content. You waive the right to bring or assert any claim against eCompliments relating to User Content or Complimentee Content or Third Party Content, and release eCompliments from any and all liability for or relating to the same.

7. Complimentee Content

Generally:  eCompliments does not endorse and is not responsible or liable for any Content, Complimentee Content, data, advertising, products, goods or services available or unavailable from, or through, any Complimentees (which includes, but is not limited to, health care and wellness providers). You agree that should you use or rely on such Content, Complimentee Content, data, advertisement, products, goods or services, available or unavailable from, or through any Complimentee (which includes, but is not limited to, health care and wellness providers).  eCompliments is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Complimentee (which includes, but is not limited to, health care and wellness providers), and any other terms, conditions, representations or warranties associated with such dealings, are between you and such Complimentee (which includes, but is not limited to, health care and wellness providers) exclusively and do not involve eCompliments. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Complimentees (which includes, but is not limited to, health care and wellness providers).  You agree that eCompliments is not responsible for the accessibility or unavailability of any Complimentee (which includes, but is not limited to, health care and wellness providers) or for your interactions and dealings with them, waive the right to bring or assert any claim against eCompliments relating to any interactions or dealings with any Complimentee (which includes, but is not limited to, health care and wellness providers), and release eCompliments from any and all liability for or relating to any interactions or dealings with Complimentees (which includes, but is not limited to, health care and wellness providers).

Medical Complimentees:  All Complimentee Content is for informational purposes only. The Site Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Site.  If you think you may have a medical emergency, call your doctor or 911 immediately. eCompliments does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Site. eCompliments is not a health or wellness provider and cannot recommend or refer you to any health or wellness provider. Reliance on any information provided by eCompliments, eCompliments employees, others appearing on the Site at the invitation of eCompliments, or other visitors to the Site is solely AT YOUR OWN RISK.  The Site may contain health-related materials that are sexually explicit. If you find these materials offensive, you may not want to use our Site.  You should be aware that if you post any health-related information about yourself or anyone else on this Site, you do so at your own risk. If you post User Content about services rendered to another individual, you represent that you have the legal authority to receive health information about that individual and related to the User Content from that individual's health care providers and that you have the legal authority to further disclose such health information. If you post health-related information, you will be placing it into the public domain and it will not be protected by any federal or state laws that protect the privacy of health information. Except as otherwise provided in this Agreement, neither eCompliments, nor any of its Users, has any legal obligation to keep your health information confidential if you post it to this Site and it may be used for purposes that are unintended by you or eCompliments.

8. Information Disclosure

eCompliments may make your identifiable information, account information and the Content available to our employees and third parties with whom we contract for use to handle your account. In addition, eCompliments may provide non-personally identifiable aggregate statistics, unique identifiers, demographic and other anonymous information about you and other Users to advertisers, Complimentees and other third parties. You agree that eCompliments may make such uses of information you provide or eCompliments collects. You agree that eCompliments may access, preserve and disclose your account information, any information provided by you to eCompliments, including, but not limited to, the Content for the purposes described in this Agreement, if required to do so by law or if in good faith, eCompliments believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with any legal process, including but not limited to an enforceable court order or lawful third party subpoena; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property or personal safety of eCompliments, its users and/or the public. As eCompliments continues to grow, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, customer information generally is one of the transferred business assets. You hereby consent to the transfer of your information as one of the transferred assets and to be used for any purpose allowed under this Agreement.

9. Term and Termination

The initial term of this Agreement will be as defined in your membership plan (generally one (1) year), and will continue for automatic subscription renewals thereafter until terminated by either party in accordance with this Agreement.  If eCompliments deems it necessary, in its sole discretion, eCompliments may immediately terminate or suspend all Services, your User Account, this Agreement, and / or your access to the Site without prior notice or liability. If eCompliments merely terminates your account for its convenience and you are not in breach of this Agreement, eCompliments may refund your membership fees, at its discretion, on a pro rata basis from the date of such termination to the end of the then current term.  Upon termination of your Account, your access to and right to Use all paid portions of the Site will cease to exist.  This cessation may include but not be limited to, deletion of Your password, deletion of all related User Content and/or Complimentee profiles, and deletion of any other Content associated with your Account. In the event your User Account with eCompliments is terminated or lapses or you are no longer a User of eCompliments, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 6, 10, 13, 14, 15, 16, and 17.
 In most cases, the User Content associated with your profile will be suspended and any profiles that are linked by virtue of your membership plan will remain within the eCompliments system and your profile will revert back to the Basic Account, as described above.  This reclassification will not affect your eComplimeter score.  You cannot use cancellation of your account to ‘clear’ your eComplimeter score and start over.  All information may be retained within the eCompliments files indefinitely. 

10. Site Operation Modifications

eCompliments reserves the right at any time to limit access to, modify, change or discontinue the Site with or without notice to you and we shall not be liable to you for any such modification, suspension or discontinuance of the Site. You agree that eCompliments will not be liable to you or to any third party for any such limitation, modification, change, suspension or discontinuance of the Service. You agree that eCompliments may establish general practices, policies and limits concerning the use of the Site, all things relating to the User Content.  Said practices may be amended from time to time at our sole discretion and without notice to you and may or may not be published. You agree that eCompliments has no responsibility or liability for the deletion or failure to store any User Content and/or other communications maintained or transmitted by or through the Site.

11. Intellectual Property Ownership & Complaints

A.  Copyright Materials.
You acknowledge and agree that all Content and other information on the Site, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations and software (collectively, the "Copyright Materials") are the property of eCompliments, and such Copyright Materials are the exclusive property of eCompliments and are protected by all United States and international copyright laws.

B.  Trademark Ownership
All materials, content and trademarks on the Site are the property of eCompliments and/or its licensors and are protected by all relevant IP laws and other proprietary rights (including copyright, trademark, trade dress and patent laws) and any other applicable laws. Without limiting the foregoing, ECOMPLIMENTS, the Talk Box Logo, the “E” Character (and all its variations), EPOPULARITY, ePop Awards Logo and all related logos, are trademarks of eCompliments. Except as expressly authorized by eCompliments in writing, you agree not to use, sell, license, distribute, copy, publish, stream, publicly perform or display, transmit, reformat, modify, edit, frame, translate, excerpt, adapt, create derivative works or otherwise make unauthorized use of the materials, content or trademarks.  eCompliments’ trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. The images and icons available in the Logo Link or Awards pack may used by partner and third party sites in connection with providing appropriate links to the Site.

C.  Copyright Complaints
We respect the intellectual property of others. It is our policy to respond expeditiously to claims of copyright and other intellectual property infringement. We will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, we may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will terminate access for subscribers and account holders who are repeat infringers.
Notifying Us of Copyright Infringement: To provide us notice of an infringement, you must provide a written communication to the attention of "DMCA Infringement Notification Dept." care of copyright@ecompliments.com that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that we may post your notification, with personally identifiable information redacted, to a clearinghouse such as chillingeffects.org. Please also note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.

Providing Us with Counter-Notification: If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide us with a counter notification by written communication to the attention of "DMCA Counter Notification Dept." at copyright@ecompliments.com that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.

12. WARRANTY DISCLAIMER

YOU AGREE THAT USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT ECOMPLIMENTS, ITS SUPPLIERS, LICENSORS AND PARTNERS DO NOT WARRANT (i) THE DELETION OF CONTENT; (ii) THAT THE SITE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (iii) ANY OTHER FAILURE BY THE SITE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ECOMPLIMENTS, ITS SUPPLIERS, LICENSORS AND PARTNERS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR ECOMPLIMENTS COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED.

ECOMPLIMENTS IS NOT RESPONSIBLE OR LIABLE FOR, AND DOES NOT APPROVE OR ENDORSE ANY THIRD PARTY CONTENT, MATERIALS, WEBSITES OR APPLICATIONS MADE AVAILABLE ON OR THROUGH THE SITE (COLLECTIVELY, "THIRD PARTY MATERIALS"). WITHOUT LIMITING THE FOREGOING, WE ARE NOT RESPONSIBLE FOR THE CONTENT, ACCURACY, AVAILABILITY, OFFENSIVENESS, OPINIONS, RELIABILITY, PRIVACY PRACTICES OR OTHER POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS, AND WE CANNOT AND DO NOT GUARANTEE THAT THIRD PARTY MATERIALS WILL COMPLY WITH THE RESTRICTIONS, CONDITIONS OR OBLIGATIONS THAT WE REQUIRE. IF YOU DECIDE TO USE OR ACCESS THIRD PARTY MATERIALS, YOU DO SO AT YOUR OWN RISK AND YOU MAY BE REQUIRED TO AGREE TO TERMS OF SERVICE, PRIVACY AND DATA GATHERING PRACTICES AND OTHER POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS. PLEASE REVIEW ALL SUCH TERMS AND POLICIES CAREFULLY.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

13. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ECOMPLIMENTS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF ECOMPLIMENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR USER CONTENT; (D) YOUR USER CONTENT POSTED THROUGH SERVICE; (E) STATEMENTS OR CONDUCT OF ANY COMPLIMENTEES OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY ECOMPLIMENTS OR THE FAILURE OF ECOMPLIMENTS TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY COMPLIMENTEES (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY TO YOU OF ECOMPLIMENTS OR OF THEIR LICENSORS OR SUPPLIERS FOR ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE AND SERVICE, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO ECOMPLIMENTS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR $100, WHICHEVER IS GREATER.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ECOMPLIMENTS CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF MEMBERSHIP FEES TO ECOMPLIMENTS THROUGH THE USE OF A CREDIT CARD (A "CREDIT CARD PROCESSOR"). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR ECOMPLIMENTS, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE "RELEASED PARTIES") SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS PARAGRAPH 15) SUFFERED BY YOU AS A RESULT OF THE FAILURE OF ECOMPLIMENTS TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY ECOMPLIMENTS. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF ECOMPLIMENTS TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY ECOMPLIMENTS. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS PARAGRAPH 15. YOU HEREBY UNDERSTAND AND AGREE THAT ECOMPLIMENTS SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT.

14. INDEMNIFICATION

You agree to indemnify, defend and hold harmless eCompliments, its parents, subsidiaries, officers, managers, owners, employees, agents, designees, users, successors, assigns, Complimentees and suppliers from and against any and all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs (“Claims”) due to or arising from: (a) any violation or breach of any provision this Agreement by You; (b) the User Content you provide to eCompliments or that you Post through the Service; (c) your use of the Service or any of the applications, features, content or materials related thereto; or (d) any violation of any rights of another or harm you, or someone using your User Account, may have caused to another. eCompliments reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify eCompliments, and you agree to cooperate with our defense of these Claims.

15. General Terms

Delays:  The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. eCompliments is not responsible for any delays, failures or other damage resulting from such problems.  Furthermore, eCompliments shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference).

Limited License:  By agreeing to this Agreement, eCompliments grants you a limited license to access and use the Services offered by this Site.  You acknowledge and agree that, except as described by this Agreement and as contemplated by the Site, you will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational (or any other non-personal) purpose the Content of this Site, without the express written consent of eCompliments.

Links:  Our Site may provide, or third parties may provide, links to other World Wide Web sites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do 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 we shall 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.  The Site's mapping feature is powered by Google, Inc. Your use of the mapping feature is governed by Google, Inc.'s terms of use located at http://maps.google.com/help/terms_maps.html (or such other URL as may be updated by Google Inc.). Some of the business listing information on the Site was licensed from Acxiom Corporation. For all such information, the following applies: This information is proprietary to Acxiom Corporation and is protected under U.S. copyright laws and international treaty provisions. This information is licensed for your personal or professional use and may not be resold or provided to others. You may not distribute, sell, rent, sublicense, or lease such information, in whole or in part to any third party; and you will not make such Acxiom information available in whole or in part to any other user in any networked or time-sharing environment, or transfer the information in whole or in part to any computer other than the PC used to access this information.

Mobile:  There are features of the Site that may be accessible via certain mobile carriers (the "Mobile Services"). While we currently do not charge for these Mobile Services, your carrier's normal messaging, data and other rates and fees will still apply. By using the Mobile Services, you agree that we may communicate with you by SMS, MMS, text message or other electronic means to your mobile device, and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information on the Site to ensure that your messages are not sent to the person that acquires your old number.

Modification:  eCompliments will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted on the Site. eCompliments will make note of the date of the last update to the Agreement on the first page of this Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Site after such modifications will be deemed to be your conclusive acceptance of all modifications to this Agreement. If you are dissatisfied as a result of such modification(s), your only recourse is to immediately discontinue use of the Service.

Notice:  You agree that eCompliments may communicate any notices to you under this Agreement, through email, regular mail or posting the notices on the Site. All notices to eCompliments will be accepted only by an email to notices@ecompliments.com. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.

Privacy Policy:  eCompliments has established a privacy policy to explain to You, and other users, how Your personal information is collected and used. This privacy policy is located here.

Submissions:  You acknowledge and agree that any questions, comments, suggestions (including creative suggestions, ideas, drawings, concepts or other creative information), ideas, feedback or other information that you provide to eCompliments ("Submissions"), are non-confidential and non-proprietary. eCompliments will be entitled to the unrestricted use of any such Submission for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Entire Agreement:  This Agreement governs your use of the Site and constitutes the entire agreement between you and us. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and us regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between you and third parties, including but not limited to, Complimentees and others. You represent and warrant that those third party agreements do not interfere with your obligations and duties to us under this Agreement.

Governing Law:  You agree and consent that this Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, as if made within Colorado between two residents thereof, and the parties submit to the exclusive jurisdiction of the state courts of El Paso County and the United States District Court for the District of Colorado; and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that we may elect, in our sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found; and agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Site or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.  Notwithstanding the foregoing sentence, (but without limiting eCompliments’ right to seek injunctive or other equitable relief in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be referred to an arbitrator affiliated with the American Arbitration Association (“AAA”) (www.adr.org). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with AAA, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding shall be carried on and heard in Colorado Springs, Colorado using the English language and pursuant to the rules of AAA. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.  With respect to any claims or disputes you intend to bring on behalf of a class, you agree to arbitrate whether a class could be certified before bringing such action in a court of law. If the arbitrator refuses to certify the class, you will continue to resolve your individual claims or disputes through binding arbitration. If the arbitrator finds that a class should be certified, you may file the class action in a court of law provided you waive any right to a trial by jury. Claims for injunctive or other equitable relief may also be brought in a court of law.

Breach and Liquidated Damages:  You understand and agree that, because damages are often difficult to calculate, if it becomes necessary for us to pursue legal action (as set forth in the immediately foregoing section) to enforce this Agreement, you accept the following amounts as reasonable estimates of our damages for the specified breaches of this Agreement, which may be assessed with or without notice to you:  (a) if you Post Content in violation of this Agreement, You agree to promptly pay us One Thousand Dollars ($1,000) for each item of Content posted in violation of this Agreement; (b) if you display, copy, duplicate, reproduce, sell, re-sell or otherwise exploit for any purpose any Content in violation of this Agreement, you agree to pay Ten Thousand Dollars ($10,000); and (c) if you use computer programming routines that are intended to aggregate records or reports from the Service or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden our Site, you agree to pay One Hundred Dollars ($100) for each report or record that is aggregated, disrupted, damaged or otherwise affected by you. Except as set forth in the preceding sentence, you agree to pay the actual damages suffered by eCompliments, including, but not limited to attorneys' fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of this Agreement, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.

Miscellaneous:  This Agreement is not assignable, transferable or sub-licensable by you except with our prior written consent. If you assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. We may transfer, assign or delegate this Agreement and its rights and obligations without consent. It will not be considered a waiver of eCompliments' rights if we fail to enforce any of the terms or conditions of this Agreement against you. In the event a court finds a provision in this Agreement to not be valid, you and eCompliments agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between you and eCompliments as a result of this Agreement or use of the Site, and as such, you acknowledge that you have no authority of any kind to bind eCompliments in any respect whatsoever. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of this Agreement.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.