Terms of Service

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Pass The Notes, LLC.

Terms of Use

(last revised March 30th, 2014)

Welcome to passthenotes.com, a unique utility that allows for the access and collaboration through social connectivity with others around you. Passthenotes.com is owned and operated by Pass The Notes, LLC. (collectively, “us”, “we”, “the Company”). By accessing or using our website and/or application, you signify that you have read, understand and agree to be bound by these Terms of Use (“Terms of Use” or “Agreement”) whether you are a “Visitor” (merely browsing the passthenotes.com Website, including through mobile device, or otherwise use the passthenotes.com Services without being registered) or you are a “Member” (indicating you have already registered with passthenotes.com). The term “User” refers to both Visitor or a Member.

We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service or the Website after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service or the Website. It is your responsibility to regularly check the Website to determine if there have been changes to these Terms of Use and to review such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEMDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

THIS IS A CONTRACT. PLEASE CAREFULLY READ THE FOLLOWING TERMS BEFORE ACCESSING THIS SITE. BY ACCESSING THE SITE YOU ACCEPT AND AGREE TO ALL OF THE COVENANTS AND CONDITIONS IMPOSED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS THE SITE.

BY USING PASSTHENOTES.COM’S SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS. YOU ALSO AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO BE AWARE OF MODIFICATIONS TO THE AGREEMENT, WHICH MODIFICATIONS PASSTHENOTES.COM MAY MAKE AT ANY TIME. YOUR CONTINUED USE OF THIS SITE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFIED AGREEMENT.

Fees; Renewal; Refund Policies.

Single-User Subscribers

Monthly

  • Access to PassTheNotes.com
  • Monthly subscription plan
  • Automatically renews monthly until cancelled by Subscriber
    • Automatically renews on the same date of each corresponding month.
    • Fees charged on renewal date
  • Subscription fees are non-refundable; except that Subscriber may cancel renewed subscription in writing up to three (3) calendar days after renewal date and receive a full refund of the new subscription fees.
  • Discounts, rebates or other special offers only valid for initial term; subscriptions renew at the then-current full subscription rates
  • PassTheNotes.com may increase subscription fees for a subsequent subscription period at any time and for any reason, provided, however, that PassTheNotes.com provides notice at least thirty (30) calendar days prior to the expiration of the subscription
  • PassTheNotes.com may terminate the subscription and these Terms if it is unable to renew the subscription based on inaccurate or outdated credit card information
  • Right of Access to the site granted under these Terms is effective only upon payment of the subscription fees

 

1. Contact Information.

12240 S.W. 53RD STREET
COOPER CITY, FL 33330
Pass The Notes, LLC.

Customer Service
Email: ClientServices@passthenotes.com
Website: http://passthenotes.com/contact-us/

Eligibility

Membership in passthenotes.com is void where prohibited. This Website is intended solely for users who are currently enrolled and/or employed in the educations and enterprise market. Any registration by, use of or access to the Website by anyone not currently enrolled and/or employed in the educations and enterprise market, is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the Website, you represent and warrant that you are currently enrolled and/or employed in the educations and enterprise market, and that you agree to and to abide by all of the terms and conditions of this Agreement.

Registration Data; Account Security

By using passthenotes.com, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration requests on passthenotes.com (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update your Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and be fully responsible for all use of your account and for any actions that take place using your account. This includes the use of your account by others regardless of whether such use by others was permitted by you. Pass The Notes will not share your personal private registration data with any third party unless required by law.

Password

When you sign up to become a Member, you will also be asked to choose a password, unless provided by your institution or company. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Pass The Notes, LLC. immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

Proprietary Rights in Website Content; Limited License

All content on passthenotes.com and available through the Website and Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (collectively “Website Content”), are the proprietary property of the Company, its users or its licensors with all rights reserved. No Website Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Website. Provided that you are eligible for use of the Website, you are granted a limited license to access and use the Website and the Website Content and to download or print a copy of any portion of the Website Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish Website Content on any Internet, Intranet or Extranet website or incorporate the information in any other database or compilation, and any other use of the Website Content is strictly prohibited. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Website or the Website Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

Trademarks

Pass The Notes, LLC. , passthenotes.com, Pass The Notes and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Company’s 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 and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

User Conduct

You understand that the Service and the Website are available for your personal, non-commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

In addition, you agree not to:

  • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
  • intimidate or harass another;
  • obtain and collect email addresses or other contact information of other users from passthenotes.com by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  • register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
  • solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
  • upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
  • upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your friends;
  • upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
  • upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Website, or which may expose Company or its users to any harm or liability of any type.
  • upload, post, transmit, share, store or otherwise make publicly available on the Website any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
  • use automated scripts to collect information from or otherwise interact with the Service or the Website;
  • use or attempt to use another’s account, service or system without authorization from the Company, or create a false identity on the Service or the Website;
  • use the Service or the Website in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Website;

User Content Posted on the Website

You are solely responsible for the photos, profiles (including your name, image, etc.), messages, notes, text, information, music, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, “post”) on or through the Service or the Website, or transmit to or share with other users (collectively the “User Content”). You may not post, transmit, or share User Content on the Website or Service that you did not create or that you do not have the permission to post. You understand and agree that the Company may, but is not obligated to, review the Website and may delete or remove (without notice) any Website Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the website or provide to the Company.

When you post your User Content to the Website, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Website. By posting User Content to any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Website at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content. Pass The Notes, LLC. does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

These Terms do not give the Company any rights to your data or content except for the limited rights that allow us to provide our service and application. Services include items such as hosting, content backups, and displaying content. Some of our services are integrated with trusted third party software applications such as video delivery or document viewing. By abiding to these terms you acknowledge the use of these services and permission extends to those trusted parties integrated with our service and application.

Copyright Complaints

We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on passthenotes.com any materials that violate another party’s intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement, we reserve the right to promptly remove or disable access to the allegedly infringing material and to terminate the accounts of repeat infringers (See Repeat Infringer Policy Below). If you believe that any material on passthenotes.com infringes upon any copyright which you own or control, please see the Pass The Notes Copyright Policy below, and you may send a written notification of such infringement.

Pass The Notes Copyright Policy

NOTIFICATION OF COPYRIGHT INFRINGEMENT PROCEDURE

If you believe your copyrighted work is accessible on the Pass The Notes website, service, in violation of your copyright, you may provide written communication which contains the following:

  • Provide in sufficient detail the copyrighted work, intellectual property, that you claim has been infringed upon so that we can locate the material. For instance, “The copyrighted material is my content that appears at http://www.mycopyright.com/item2_abcd321.” If multiple copyrighted materials works at a single site are covered by your notification, you may provide a list of such materials/works at that site.
  • Please provide the URL or the specific location on the Pass The Notes website that contains the material you claim infringes your copyright as described above. Provide reasonably sufficient information to locate the alleged infringing materials/works. For example, “The content located at URL http://www.mycopyright.com/item2_abcd321, is in violation of my copyright.”
  • Provide an electronic signature of the copyright owner or person authorized to act on behalf of the owner.
  • Please include a statement in good faith that you believe the disputed use is not authorized by the copyright owner, its agent, or the law.
  • Include a statement that the information contained in your notice is accurate, and that you attest under the penalty of perjury, that you are the owner of the copyright and/or that you are authorized to act on the copyright owner’s behalf.
  • Please include your name, mailing address, telephone number, and email address.

You may submit your notification of alleged copyright infringement to [copyright@passthenotes.com].

PLEASE BE ADVISED THAT YOU MAY BE LIABLE FOR DAMAGES, INCLUDING COURT COSTS AND ATTORNEYS FEES, IF YOU MATERIALLY MISREPRESENT THAT CONTENT ON OUR WEBSITE IS COPYRIGHT INFRINGING. FALSE FILING CONSTITUTES PERJURY.

Upon receiving a proper notification of alleged copyright infringement as described above, we will remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of your claim. We also will advise the alleged infringer of the counter notification procedure described below, by which the alleged infringer may respond to your claim and request that we restore this material.

COUNTER NOTIFICATION PROCEDURE

If you believe your copyrighted material has been removed from our website as a result of misidentification or the result of a mistake, please submit a counter notification to [copyright@passthenotes.com]. In order to be effective, your counter notification must substantially contain the following information:

  • Identification of the copyrighted material and/or work that has been removed and the location where the material appeared before it was removed.
  • Your name, address, telephone number, and email address.
  • A statement under penalty of perjury that you have a good faith belief the the material in question was removed as a result of misidentification of the material to be removed.
  • Your electronic signature.

You may submit your counter notification of alleged copyright infringement to [copyright@passthenotes.com].

PLEASE BE ADVISED THAT YOU MAY BE LIABLE FOR DAMAGES, INCLUDING COURT COSTS AND ATTORNEYS FEES, IF YOU MATERIALLY MISREPRESENT THAT REMOVED CONTENT WAS REMOVED BY MISTAKE OR MISIDENTIFICATION. FALSE FILING CONSTITUTES PERJURY.

Repeat Infringer Policy

In accordance with applicable law, Pass The Notes, LLC. has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, members who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Website and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If you believe that any material on passthenotes.com infringes upon any intellectual property which you own or control, please see our Pass The Notes Copyright Policy, and you may send a written notification of such infringement.

Third Party Websites and Content

Passthenotes.com contains links to other web websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, products, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). Such Third Party Websites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Applications, Software or Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the website.

Sharing Information With Others

The Company offers a feature where users of the passthenotes.com can share with others or post to their own profile and desks, videos, articles, and other Third Party Applications, Software or Content from, and/or links to, Third Party Websites through the Service (“Sharing”). You acknowledge and agree that your use of the Sharing feature and all links, User Content or Third Party Applications, Software or Content shared through the Sharing feature is subject to, and will fully comply with the user conduct rules set forth above and the other terms and conditions set forth in these Terms of Use.

Use of Connect Links by Online Content Providers

Subject to the Terms of Use, Third Party Websites that meet the requirements set forth below may place a Connect Link (see below), once approved by Pass The Notes, LLC., on pages of their respective websites to facilitate Sharing. A Third Party Website that posts a Connect Link on its website is referred to as an “Online Content Provider” and shall abide and be subject to the applicable sections of these Terms of Use. A “Connect Link” is a button and/or a text link appearing on an Online Content Provider’s web page that, upon being clicked by a user, enables Pass The Notes, LLC. to launch a sharing mechanism through which users can share with others or post to their own member profile, links and content from the page.

In the event that the Connect Link is a button that contains any icons or other graphic images, trademarks or other proprietary materials of the Company, Online Content Provider is granted permission to use such images, trademarks or other materials solely for the purpose of placing the Connect Link on Online Content Provider’s website and solely in the current form provided by the Company. In the event that the Connect Link is a text link, it must include the word “PassTheNotes” as part of the link. The rights granted in this paragraph may be revoked by Company at any time with or without cause in its sole discretion, and upon such termination, Online Content Provider agrees to immediately remove all Connect Links from its website.

In order for an Online Content Provider to include a Connect Link on its pages, the Third Party Website must not contain any web content that if shared or posted by a user would be a violation of the user conduct rules set forth above. Without limiting the forgoing, Online Content Provider agrees not to post a Connect Link on any website that contains, and represents and warrants that such website does not and will not contain, any content that is infringing, harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, lewd, fraudulent, or invasive of privacy or publicity rights or that may expose Company or its users to any harm or liability or any type. Upon including of a Connect Link, Online Content Provider agrees to defend, indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with such Connect Link, any links, content or other items or materials which may be shared or posted through such Connect Link, or any breach or alleged breach of the foregoing representations and warranties.

By including a Connect Link, Online Content Provider automatically grants, and represents and warrants that it has the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use Sharing in order to link to, use, copy, publish, stream, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), summarize, and distribute the content, links and order materials of any kind residing on any web pages on which Online Content Provider places the Connect Link.

User Desks & Profiles

User Desks and Profiles are used solely for educational, social, or commercial purposes. You may not set up a User Desk or Profile on behalf of another individual unless you are authorized to do so.

PASS THE NOTES, LLC. DOES NOT PRE-SCREEN OR APPROVE USER DESKS AND PROFILES, AND CANNOT GUARANTEE THAT USER DESK AND / OR PROFILE WAS ACTUALLY CREATED AND IS BEING OPERATED BY THE INDIVIDUAL THAT IS THE SUBJECT OF A USER DESK AND PROFILE. NOR IS PASS THE NOTES, LLC. RESPONSIBLE FOR THE CONTENT OF ANY USER DESK AND / OR PROFILE, OR ANY TRANSACTIONS ENTERED INTO OR OTHER ACTIONS TAKEN ON OR IN CONNECTION WITH ANY USER DESK AND / OR PROFILE, INCLUDING HOW THE OWNER OF THE USER DESK AND PROFILE COLLECTS, HANDLES, USES AND / OR SHARES ANY PERSONAL INFORMATION IT MAY COLLECT FROM OTHER USERS (PLEASE REVIEW THE PASS THE NOTES, LLC. PRIVACY POLICY IF YOU HAVE ANY QUESTIONS OR CONCERNS REGARDING THE USE OR SHARING OF YOUR PERSONAL INFORMATION). YOU SHOULD BE CAREFUL BEFORE PROVIDING ANY PERSONAL INFORMATION TO OR ENTERING INTO ANY TRANSACTION IN CONNECTION WITH A USER DESK AND / OR PROFILE.

Pass The Notes Use Policy

We trust you to use our services responsibly. You agree not to misuse the Pass The Notes services (“Services”). For example, you must not, and must not attempt to do the following:

  • probe, scan, or test the vulnerability of any system or network;
  • breach or otherwise circumvent any security or authentication measures;
  • access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven’t been invited to;
  • interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
  • access or search the Services by any means other than our publicly supported interfaces (for example, “scraping”);
  • send unsolicited communications, promotions or advertisements, or spam;
  • send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
  • promote or advertise products or services other than your own without appropriate authorization;
  • abuse the Services in a manner that circumvents their storage space limits;
  • sell the Services or Services accounts via unauthorized channels;
  • use automated or other means to create accounts in bulk or to access the Services other than by using our official interface and/or APIs;
  • publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred;
  • violate the law in any way including storing, publishing or sharing material that’s fraudulent, defamatory, misleading, or that violates the privacy or infringes the rights of others.
  • Attempt to infringe on the intellectual property, damage, or reverse engineer the Pass The Notes service and application.

 

User Disputes

You are solely responsible for your interactions with other passthenotes.com users. Pass The Notes, LLC. reserves the right, but has no obligation, to monitor disputes between you and other users.

Privacy

We care about the privacy of our users. Click here to view the Pass The Notes, LLC. Privacy Policy. By using the Website or the Service, you are consenting to have your personal data transferred to and processed in the United States.

Disclaimers

The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Website or in connection with the Service, whether posted or caused by users of the Website, by Pass The Notes, LLC., by third parties or by any of the equipment or programming associated with or utilized in the Website or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Website and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Website or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Website or Service.

The Website and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestions on the Internet or at any Website or combination thereof, including injury or damage to User’s or to any other person’s computer, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Website or the Service, any User Content or Third Party Applications, Software, or Content posted on or through the Website or the Service or transmitted to Users, or any interactions between users of the Website, whether online or offline.

THE WEBSITE, THE SERVICE (INCLUDING THE SHARE SERVICE), ANY APPLICATIONS AND THE WEBSITE CONTENT ARE PROVIDED “AS-IS” AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OR TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE AND/OR THE SERVICE AND/OR ANY APPLICATIONS. COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE WEBSITE, THE SERVICE OR ANY APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE WEBSITE OR SERVICE ITS SERVERS, OR ANY APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY- RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE SERVICE AND ANY APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR COMPUTER SYSTEM, HARDWARE AND / OR SOFTWARE, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

The Company reserves the right to change any and all content, software and other items used or contained in the Website and any Services and Applications offered through the Website at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company.

Limitation on Liability

IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEBSITE OR THE SERVICE, OR ANY OF THE WEBSITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE WEBSITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT PASS THE NOTES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OR ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITIES TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE COMPANY’S LIABILITY TO YOU EXCEED $1,000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION.

Termination

The Company may terminate your membership, delete your profile and any content or information that you have posted on the Website or through any Application and/or prohibit you from using or accessing the Service or the Website or any Application (or any portion, aspect or feature of the Service or the Website or any Application) for any reason, or no reason, at any time in its sole discretion, with or without notice, including if it believes that you do not meet the eligibility requirements as established above. When we are notified that a user has died, we will generally, but are not obligated to, keep the user’s account active under a special memorialized status for a period of time determined by us to allow other users to post and view comments.

Governing Law; Venue and Jurisdiction

By visiting or using passthenotes.com and/or the Service, you agree that the laws of the State of Florida, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the Company. You agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Florida, and you hereby consent to, and waive all defense of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Florida.

Dispute Resolution & Arbitration

We want to address your concerns without needing a formal legal case. Before filing a claim against Pass The Notes, you agree to try to resolve the dispute informally by contacting us. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or Pass The Notes may bring a formal proceeding.

We Both Agree To Arbitrate. You and Pass The Notes agree to resolve any claims relating to these Terms or the Services through final and binding arbitration. YOU AND COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE WEBSITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE WEBSITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE WEBSITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and no disputes or claims relating to any transactions you enter into with a third party through passthenotes.com may be arbitrated.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA’s Supplementary Procedures for Consumer Related Disputes (the “AAA Consumer Rules”) (collectively the “AAA Rules”). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the Company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Website and/or the Service (including your visit to or use of the Website and/or the Service) be instituted more than three (3) years after the cause of action arose. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

Indemnity

You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Content, any Third Party Applications, Software or Content you post or share on or through the Website (including through the Share Service), your use of the Service or the Website, your conduct in connection with the Service or the Website or with other users of the Service or the Website, or any violation of this Agreement or of any law or the rights of any third party.

 

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Service (“Submissions”), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.

Other

These Terms of Use constitute the entire agreement between you and Company regarding the use of the Website and/or the Service, superseding any prior agreements between you and Company relating to your use of the Website or the Service. The failure of Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provision. Pass The Notes’s failure to enforce a provision is not a waiver of its right to do so later. You may not assign any of your rights under these Terms, and any such attempt will be void. Pass The Notes may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.