1. Content Submission & Use: You may submit Content to us for publication.
We publish content and information on the Site that is created or licensed by us or created by you or third parties and submitted to us for publication, including, without limitation, all text, artwork, graphics, photographs, images, screen shots, music, sound recordings, video recordings, other digitally downloadable files and video clips, forum and blog postings, wiki entries, and all feedback, remarks, suggestions, ideas, data, questions and other information and submissions communicated to us for publication, regardless of form or medium (collectively, “Content”). We may publish, display and distribute your Content thorough the Site or affiliated websites, and syndicate and redistribute your Content through other third party websites, media and channels (for example, through a Positively Positive feed to another website).
You may submit Content to us either through this website, by posting on any Site, through electronic or regular mail, or otherwise.
2. Licensed Rights: By submitting Content to us, you grant us a perpetual, irrevocable license to use, copy, modify, publish, display and distribute your Content as part of the Site and in support of the Site through further distribution, advertising and marketing, redistributing the Content through other media and channels, and by displaying or combining your Content with other Content, advertisements and/or sponsorships by Positively Positive or third parties, without payment to you or obtaining any further approval from you.
In consideration of our granting you access to and use of the Site and the Content, products and services we provide to you through the Site, you hereby grant Positively Positive (and any Positively Positive successors-in-interest, subsidiaries, affiliates or parent companies) a fully paid-up, royalty-free, worldwide, perpetual, irrevocable, transferable, non-exclusive, sublicensable right and license under all copyright, trademark and other intellectual property and proprietary rights in your Content, to use, copy, modify, edit, adapt, translate, create derivative works from, incorporate into other works, synchronize, broadcast, publish, publicly perform, publicly display, distribute, redistribute, and otherwise transmit your Content and derivative works from or incorporating your Content :
(a) on the Site or any affiliated website; and
(b) on any third party website,
through any medium, media or channel now or in the future known, including, without limitation, in connection with publication of Positively Positive Content feeds to other websites (collectively, the “Licensed Rights“).
Our Licensed Rights include, without limitation, the right to make editorial revisions to your Content; to modify and/or display your content by combining it with or inserting advertisements, trademarks, service marks, logos and other graphics and content of Positively Positive, our sponsors, advertisers, and any other third party; to display sponsors and their trademarks and advertisements and other advertising in connection with the display of your Content; and/or to reproduce and publish, display and distribute your Content and derivative works together with other Positively Positive Content through the Site, affiliated websites and other websites for Positively Positive’s marketing and publicity purposes. We have no obligation to may any payment to you or share any revenues generated through the Site or any sale of the Site or our business to any third party.
3. Other Rights, Waivers and Consents: You are responsible for obtaining and granting us all other rights, waivers and consents necessary for us to exercise the Licensed Rights.
(a) Privacy, Publicity & Moral Rights: You irrevocably waive and agree not to claim or assert any entitlement under, and you represent, warrant and covenant that you have obtained from any third parties and transfer to Positively Positive their waiver and agreement not to claim or assert any entitlement under:
- any and all rights of privacy, publicity, moral rights (including rights of attribution or integrity) and other rights of a similar nature;
- any right to inspect and/or approve any use of your Content or any portion thereof; and
- any claim that any version of the Content or any portion thereof constitutes a distortion, mutilation or disparagement or contains unauthorized variations of the Content
in connection with exercise of the Licensed Rights, including any sponsorship, advertising or publicity incorporated in or displayed in connection with your Content. You acknowledge and agree that Positively Positive and others may alter, modify or combine the Content or portions thereof with other Content or materials, including advertisements and sponsorships.
(b) Name, Likeness, Performance, Voice, Identity, Signature: You irrevocably consent to the use of your, and you represent, warrant and covenant that you have obtained from any third parties and transfer to Positively Positive their irrevocable consent to the use of their:
- own name;
- any fictitious name or pseudonym that you provide;
- performance, voice and identity; and
- signature in connection with the Content (for example, if you sign your Content for publication on the Site)
in connection with the exercise of the Licensed Rights, including any sponsorship, advertising or publicity incorporated in or displayed in connection with your Content.
You expressly release and hold harmless Positively Positive, its affiliates, licensors, licensees, business partners, and their respective officers, directors, shareholders, employees, agents, customers and those in contract with any of them of and from any and all claims, demands and liabilities by reason of their exercise of the Licensed Rights granted by you on behalf of yourself and any third party. You shall not have the right to approve or enjoin the use of the Content or any portion thereof or to rescind any consent, waiver or other right granted to Positively Positive hereunder.
4. Attribution: We intend to and will use all reasonable efforts to give you attribution for your Content.
We will use reasonable efforts to provide attribution to you for your Content published on the Site in a form determined by us. If we redistribute your Content, we intend and will use reasonable efforts to give you attribution as is reasonable and practical given the form of any particular redistribution, as determined by us. This may not be possible in some instances, or may be possible only in a certain format,
5. Survival: The Licensed Rights and all other rights, waiver and consents survive.
6. Termination: We have the right to terminate your access to and use of the Site.
You agree that Positively Positive, in its sole discretion, may terminate any account (or any part thereof) you may have with us or your access to and use of the Site and remove and discard all or any part of your account or all or part of any Content you submit, for any reason whatsoever in Positively Positive’s sole discretion. Positively Positive may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site or any account you may have, Content, portion thereof or other content may be effected without prior notice, and you agree that Positively Positive shall not be liable to you or any third party for any such termination.
8. Ownership: The Site and Content are owned by us or our licensors.
9. Rules of Conduct: Your use of the Site and Content is subject to our rules of conduct.
Your use of the Site, including all Content, interactive features of and submissions to the Site, are subject to the following rules of conduct.
(c) Blogging Guidelines. You will abide by the following guidelines when Blogging. “Blogging” includes any ongoing electronic chronicle of information conducted on Positively Positive-owned websites or third party websites. Blogging also includes making comments about Positively Positive, its content, products/services or those of its competitors, on third party websites (e.g., on public review websites or using customer review features of websites.).
(i) Disclosure. You should make your connection to Positively Positive or any third party clear to readers, and disclose any financial or other conflicts of interest related to your blog Content. If you receive any payment, income or other consideration from any third party with a financial stake in any issue you are commenting on, you must prominently disclose that information so that readers can view and understand it easily when they are reading your posts.
(ii) Error Corrections. Any factual inaccuracies or errors in any of your Blog postings must be corrected or retracted within 24 hours of you being alerted to the error. If you make a substantive correction or deletion of an error, you must note the change at the bottom of your post. You should also notify readers that an earlier version of the post included an error that has been corrected.
(iii) We Reserve The Right To Remove Content. Any factual inaccuracies or errors in any of you Blog postings must be corrected or retracted within 24 hours of you being alerted to the error. We reserve the right to remove or require you to immediately remove any Content on your Blog that we find objectionable, inaccurate or inflammatory and, if necessary, to suspend or revoke your Blogging privileges.
(iv) You Are Personally Responsible For Your Actions. You should know that you are personally liable under federal, state or local law for your actions and omissions with respect to your Blog, which makes following these Blogging guidelines, as well as all other applicable laws, regulations and other applicable legal authority, particularly important. Positively Positive will hold you directly responsible for any claims which arise from your violation of the law, our Guidelines, or Positively Positive ‘s or any third party’s rights.
(d) Ownership. Positively Positive does not claim ownership of any of your Content that is published on the Site. After publishing Content on the Site, you (or a third party who permitted you to publish the Content on the Site) will continue to retain all ownership to the Content, subject to the Licensed Rights granted to us and any additional terms that you and Positively Positive may agree to under any other written agreement, and you continue to have the right to use the Content in any way you choose.
(e) No Confidential Treatment. The nature of this Site is interactive and public. By submitting and/or posting Content to this Site, you understand and acknowledge that any Content, ideas or other communications you submit in any manner and for any reason will not be treated as confidential or proprietary. We are not responsible for any public display or misuse of your Content.
(f) Copying. You may not copy, download, modify, or otherwise use or distribute any Content owned by Positively Positive or any third party except as may be expressly authorized by Positively Positive in writing. You may not remove or modify any copyright, trademark or other proprietary notices that have been placed on any Content or other materials on the Site.
(g) Compliance With Laws. In using the Site and making any submission of Content to the Site, you agree to comply with all applicable laws, statutes, rules, regulations and Guidelines, all contracts to which you are a party, and all fiduciary obligations you may have (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
(h) Your Account. You must provide accurate, complete information when creating your account and keep your user name and password secure. You are solely responsible for any activity that occurs on your account. We are not liable for any losses caused by any unauthorized use of your account, but you are liable for any losses suffered by us or others due to any such unauthorized use.
(i) No Unauthorized Access. You may not attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.
(j) Age Requirement. All users, including Content submitters, must be the age of majority in the state in which they reside to submit any Content for publication on the Site.
(k) Conduct. You agree to keep a respectful manner and conduct and that your activities on the Site, including without limitation, submission of any Content and Blogging, will not:
(i) reveal trade secrets or any information which you have agreed, expressly or by implication, to keep confidential;
(ii) constitute (or encourage conduct that would constitute) a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law or may create liability for Positively Positive or cause Positively Positive to lose (in whole or in part) the services of our ISPs or other suppliers;
(iii) transmit content that we consider to be disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, sexually explicit, hateful, racially, ethnically or otherwise objectionable, libelous or invasive of another’s privacy or publicity rights, such as including a person’s name, likeness, or recognizable description of a real person in a story or video without that person’s permission;
(iv) impersonate or claim the identity, characteristics or qualifications of any other person or entity; or falsely state or otherwise misrepresent your affiliation with a person or entity or are false, inaccurate or misleading;
(v) unless specifically authorized by us, be for commercial purposes, contain any giveaways, sweepstakes or contests, or contain advertising or be intended to solicit a person to buy or sell services or to make donations, including “spam” or any other form of solicitation or promotion, or link to, directly or indirectly, any sites that violate the restrictions set forth in this Section;
(vi) constitute, contain, or encourage “make-money fast” type messages, junk mail, spam, “chain letters” or “pyramid schemes” of any type;
(vii) contain any virus or other harmful component or any other potentially damaging content or otherwise disrupt the normal flow of communication in or operation of the Site in any way or otherwise interfere with any other party’s use and enjoyment of the Site or take any action that imposes an unreasonable or disproportionately large load on Positively Positive’s infrastructure, including without limitation “denial of service attacks”;
(viii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any message transmittal you send on or through the Site;
(ix) probe, scan or test the vulnerability of the Site, or breach the security or authentication measures on the Site;
(x) reverse look-up, trace or seek to trace any information on any other user of the Site, including information on any user account other than your own, to its source, or exploit the Site in any way with a purpose of revealing any information, including but not limited to personal identification or information, other than your own information; or
(xi) attempt to circumvent user authentication or the security of any user account or use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, data scrape, copy or transfer any part of the Site (including without limitation any data, including any user registration information, whether individually or in the aggregate).
(l) Site Content Disclaimer. You understand and agree that by using the Site, you may be exposed to Content and materials that is inaccurate or that you find offensive, indecent, or objectionable, and that the Content may not be in accordance with the laws of your jurisdiction. You understand and acknowledge that Positively Positive is not responsible for the information, data, text or other materials that may appear in Content submitted by you or third parties on this Site, and that we shall not be liable for any damages you allege to incur as a result of such Content. Opinions expressed in such Content do not necessarily reflect the opinions of Positively Positive, Positively Positive does not necessarily review Content prior to posting, and Positively Positive does not endorse and has no control over such Content.
10. Links: We are not responsible for links to other websites.
This Site includes links to other Internet sites solely as a convenience to you. Positively Positive does not endorse any such linked sites or the information, material, products or services contained on other linked sites or accessible through other linked sites. Furthermore, Positively Positive makes no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked sites. Access and use of linked sites, including information, material, products and services on linked sites or available through linked sites is solely at the your own risk. We urge you to take appropriate precautions when using the Internet.
12. DISCLAIMER: The Site and Content are provided AS IS without warranty and we have no obligation to use your Content. This Site and the Content are not intended to give, and do not constitute, medical, health, legal, investment, financial, or other professional advice.
(a) Disclaimer. Nothing herein obligates Positively Positive to accept any Content you submit or to publish, display, distribute, commercialize or otherwise use or exploit your Content. The materials on the Site and all Content published by Positively Positive on the Site, products and services are provided “AS IS” and without warranties of any kind, express, statutory or implied. To the fullest extent permissible pursuant to applicable law, Positively Positive disclaims all warranties, express, statutory or implied, including, but not limited to, warranties of title and implied warranties of merchantability, fitness for a particular purpose and non-infringement with respect to the Site, Content, products or services available, offered or sold through the Site or in connection with our exercise of the Licensed Rights in any of your Content. Positively Positive does not warrant that the functions contained in the Site, materials, Content, products or services will be uninterrupted or error-free, that defects will be corrected, or that the Site or the server that makes it available are free of viruses or other harmful components or free from security breaches. Positively Positive does not warrant or make any representations regarding the use or the results of the use of the Site, materials, Content, products or services, or any publication, display, distribution or commercialization of any Content you submit, including, without limitation, in terms of their correctness, accuracy, reliability, or otherwise.
(b) This Site and the Content is not intended to give, and does not constitute, medical, health, legal, investment, financial, or other professional advice. Without limiting the generality of the foregoing, the Site and all Content, including any advice, opinions, instructions, statements and information, are provided only for general informational and entertainment purposes. None of the Content, claims, products, or programs from this site have been evaluated by a government health body or any medical, health, legal, financial, or other professional or authority. None of the Content should be used to diagnose, treat or cure any medical or health condition or to make any medical, health, legal, investment or financial decision, or interpreted as medical, health, legal, financial or investment advice or as creating any kind of doctor-patient, health/medical advisor, attorney-client, legal advisor, investment advisor or financial advisor relationship. You should conduct your own independent research and consult your health care provider, attorney, financial advisor, or other professional or authority in the appropriate field before using or relying on any of the Content. You are solely responsible, and we have no liability, for any medical, health, legal, investment, financial, or other decisions, omissions or actions that you take, or any third party takes, based on upon, or any results obtained or not obtained from, the Site or any Content.
13. LIMITATION OF LIABILITY. Our liability is to you limited.
15. International Matters.
Positively Positive is controlled and operated from its United States offices in California. We make no representation that any Content or other materials on the Site are appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from this site is further subject to United States export controls. No software from this site may be downloaded or otherwise exported or re-exported in violation of any applicable law, rule or regulation.
The services hereunder are offered by Positively Positive LLC, located at 2335 Westwood Blvd., Unit 187, Los Angeles, CA 90064. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information. Our refund policy is described above.
18. Copyright Infringement Policy; Notice of Copyright Infringement Claims.
Digital Millennium Copyright Act, Safe Harbor Notice Provisions
Positively Positive respects the intellectual property of others. If you believe that copyrighted material may have been or is being infringed with respect to any items on the Site, please notify us pursuant to the U.S. Online Copyright Infringement Liability Limitation Act of the U.S. Digital Millennium Copyright Act, 17 U.S.C. §512 (c), by filling out, signing and submitting a Proprietary Rights Complaint Process and Notification Form to our designated agent:
Attention: DMCA Policy Agent
Positively Positive LLC
c/o Winston & Strawn LLP
101 California Street
San Francisco, CA 94111
The Notification Form must be fully completed to be effective.
© 2011 Positively Positive LLC. All rights reserved. Effective September 1, 2011; Revised October 10, 2011