Terms of Use

This Terms of Use ("Agreement") is adopted to inform you of your rights and obligations when using the Sponsr.Us website, http://sponsr.us, ("Site"), which is owned and operated by Sponsr.Us, Inc. ("Sponsr.Us").

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE A DUTY TO READ THIS AGREEMENT. YOUR USE OF THE SITE CONSTITUTES YOUR ASSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND MUST TERMINATE YOUR USE OF THE SITE IMMEDIATELY.

Sponsr.Us reserves the right to amend, modify, replace, or discontinue this Agreement or the Site at any time and in its sole discretion. We additionally reserve the right to limit or restrict your access to all or parts of the Site at any time and without notice or liability.

Limited License

Sponsr.Us hereby grants you a limited, non-exclusive, non-sublicensable, royalty free, non-assignable, and revocable license to use the Site for your personal and non-commercial use. You are expressly prohibited from reproducing, modifying, distributing, publishing, licensing, creating derivative works of, selling, publicly displaying, or publicly performing the Site outside of the uses expressly stated in this Agreement. You may, however, use any content pertaining to Sponsr.Us and its projects on this website solely for press or promotion usage (ie. on social media websites).

Ownership of Intellectual Property

The Site, including but not limited to any text, software, scripts, tools, graphics, photos, sounds, music, videos, and interactive features, as well as its associated data and services, is the property of Sponsr.Us any may not be used, modified, copied, distributed, framed, reproduced, crawled, aggregated, reverse engineered, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written consent of Sponsr.Us. The foregoing prohibition on crawling and aggregation will not apply to search engines or non-commercial and publicly available archives.

You acknowledge that Sponsr.Us owns all right, title, and interest in and to the Site and its associated content, including but not limited to all intellectual property rights. You are expressly prohibited from using our intellectual property without prior written consent, including but not limited to trademarks, copyrights, patents, trade secrets, or confidential information.

You agree that you will not modify, alter, or remove any intellectual property notices, whether trademark, copyright, or otherwise, from the Site.

User Generated Content

We may allow you to create user generated content through or to upload user generated content to the Site, including but not limited to links, images, videos, profile information, and preferences ("User Generated Content") associated with your project proposal or contributions. You hereby grant Sponsr.Us a non-exclusive, perpetual, irrevocable, sublicensable, assignable, worldwide, fully paid, and royalty-free license to use, copy, perform, display, create derivative works of, and distribute any and all User Generated Content that you submit to the Site in any form (now known or later developed) for all purposes of the Site.

You warrant that you have all right, title, and interest in and to any and all User Generated Content that you generate through or upload to the Site and that you submit all User Generated Content to the Site free of liens or other encumbrances.

Member Accounts

A Sponsr.Us account allows you to stay informed about Sponsr.Us and its projects through email. You may at any time unsubscribe from such informational emails through your account.

Your Member Account is protected by a username and password. You acknowledge and agree that you are solely responsible for maintaining the security and confidentiality of your username and password and for any access to your Member Account, whether authorized or unauthorized. In the event your Member Account is accessed without your authorization, you agree to immediately provide notice to us.

Sponsr.Us securely stores your password using industry-standard one-way encryption techniques. If you forget your password, we are unable to retrieve your original password. In order to recover your account, you must initiate a password recovery, which will email you additional details regarding how to regain access to your Member Account.

You have a duty to ensure that the information that you provide through your Member Account is truthful, current, complete, and accurate. You understand and agree that you have an ongoing duty to update and keep current the information provided through your Member Account if and when that information changes. You are expressly prohibited from creating a Member Account that impersonates another person, contains offensive or obscene language, or otherwise violates the rights of a third party. You expressly agree that you will not register more than one Member Account and that you will not use your Member Account to interfere with or disrupt a third party's enjoyment and use of the Site. We reserve the right to restrict access to, suspend, disable, or delete your Member Account at any time, in its sole discretion, and without prior warning. You are expressly prohibited from selling, leasing, lending, assigning, or otherwise transferring your Member Account.

By creating a Member Account, you agree that we may contact you by any available means, including, but not limited to, by email.

User Conduct

You expressly agree that you will not use the Site or your Member Account to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended uses of the Site or your Member Account. Specifically, you are expressly prohibited from:

• Harassing, stalking, or threatening other users or third parties;
• Using a robot, spider, scraper, or other automated technology to access the Site;
• Imposing a disproportionate load on the Site or its server infrastructure or otherwise attempting to interfere with the operation of the Site;
• Fraudulently modifying or inflating any ranking or rating systems on the Site;
• Posting or transmitting content that threatens or encourages bodily harm or destruction of property;
• Posting or transmitting content that infringes upon the intellectual property rights of other users or third parties;
• Posting or transmitting content that is defamatory, invasive, obscene, pornographic, or offensive;
• Posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter;
• Posting or transmitting content that constitutes false advertising, including but not limited to a violation of Part 255 of the FTC's false advertising regulations; and
• Posting or transmitting content intended to collect personal or personally identifiable information from users or third parties

Term and Termination

You may terminate your Member Account at any time through your Member Account control panel. We may terminate this Agreement without liability at any time without notice for any reason, including but not limited to for your violation of a term or condition of this Agreement.

Third Party Content

The Site may contain links to third party content and websites that are not owned or controlled by Sponsr.Us. You acknowledge and agree that Sponsr.Us is not responsible and cannot be held liable for third party content and websites.

Disclaimer of Warranties

SPONSR.US DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE AND ANY OF THE PROJECTS INCLUDED IN OR LISTED ON THE SITE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR DECISION TO SPONSOR ANY OF THE PROJECTS INCLUDED IN OR LISTED ON THE SITE. SPONSR.US DISCLAIMS ALL WARRANTIES WE PROVIDE THE SITE ON AN AS-IS BASIS AND WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.

WE WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONTENT POSTED ON THE SITE (INCLUDING PROJECTS), ANY THIRD PARTY LINKS POSTED ON THE SITE, OR ANY CONTENT TRANSMITTED THROUGH THE SITE WHETHER OR NOT THAT CONTENT IS TRANSMITTED THROUGH MEMBER ACCOUNTS. WE DO NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF IDENTITY, UNAUTHORIZED ACCESS TO A MEMBER ACCOUNT, OR ALTERATION THEREOF. SPONSR.US RESERVES THE RIGHT TO DISCONTINUE THE SITE AT ANY TIME.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR DAMAGES, CLAIMS, INJURIES, JUDGMENTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT WE CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID FOR THE SITE, AND IN NO CASE WILL THAT AMOUNT EXCEED $100. IF NO AMOUNT IS PAID BY YOU TO SPONSR.US, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR STATE DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW OF YOUR STATE.

Indemnification

You agree to hold harmless, indemnify, and defend Sponsr.Us, its officers, employees, agents, successors, and assigns, and the individuals affiliated with the projects included in or listed on the website (collectively, "Sponsr.Us Indemnitees") from any and all claims, demands, losses, damages, rights, and actions of any kind, including without limitation property damage, infringement, personal injury, and death, that either directly or indirectly arises out of or is related to your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party. Your obligation to defend Sponsr.Us Indemnitees under the terms of this Agreement will not provide you with the right to control the Sponsr.Us defense, and we reserve the right to control our defense regardless of your contractual requirement to defend Sponsr.Us.

Assignment

You hereby understand and agree that you are prohibited from assigning your rights and obligations under this Agreement. We may assign its rights and obligations under this Agreement at any time, including but not limited to a sale of the Site and the data associated with the Site and the services.

Resolution of Disputes

This Agreement will be interpreted under and governed by the laws of the Commonwealth of Massachusetts without giving effect to any conflicts of laws principles. You agree that any claim or dispute that you may have against Sponsr.Us will be exclusively resolved through arbitration.

YOU AND SPONSR.US AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN BOSTON, MASSACHUSETTS AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE COMMONWEALTH OF MASSACHUSETTS AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY'S REASONABLE ATTORNEYS' FEES. YOU AND SPONSR.US AGREE THAT BOTH PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE COMMONWEALTH OF MASSACHUSETTS IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. YOU AND SPONSR.US AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.

Miscellaneous Provisions

A finding that any term or provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of this Agreement. Any term or provision of this Agreement that is found to be invalid or unenforceable will be reformed to the extent necessary to make it valid and enforceable.

You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.

This Agreement constitutes the entire agreement between you and Sponsr.Us with respect to the Site. You understand and agree that there are no further understandings, agreements, or representations with respect to the Site that are not specified in this Agreement. You understand and agree that any additional provisions that may appear in any communication from you will not bind Sponsr.Us.

SPONSR.US AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

All rights not expressly granted herein are reserved to Sponsr.Us.

Last Updated: 8/2/2013