Terms of UseEffective Date: January 15, 2016
Last Revised: April 12, 2016
OVERVIEW
SagePoint Solutions Group LLC maintains this website to provide a variety of tools and services. In this Terms of Use, “SagePoint” (also referred to as “we,” “our,” or “us”) refers to SagePoint and its subsidiaries and affiliates, including the business unit of SagePoint that operates the website in which the Terms of Use is found. The terms “you,” “your,” or “User” shall refer to any individual or entity who visits this website.
Your use of this website and the tools and services found therein and the website’s Content, as defined in Section 8 below (collectively, the “Site"), is subject to the following terms and conditions of use.
1. ACKNOWLEDGEMENT AND ELIGIBILITY
Your acknowledgement that you agree to be bound by the Terms of Use is evidenced by any of the following:
You may not use the Site and may not accept the Terms of Use if you are not of legal age to form a binding contract.
Your use of the Site and acceptance of the Terms of Use must comply with all applicable federal, state, local, national and international laws, rules and regulations.
If you do not agree to be bound by the Terms of Use, do not use or access, or continue to use or access, the Site.
2. AVAILABILITY OF TERMS OF USE
SagePoint shall make the Terms of Use available to all Users of its Site via a link entitled “Terms of Use.” The most recent revision date of the Terms of Use shall be indicated at the top of the Terms of Use at the “Last Revised” heading.
3. MODIFICATIONS
SagePoint may, in its sole and absolute discretion, modify the Terms of Use from time to time. When such modifications are made, the modified Terms of Use shall be effective immediately after such modifications have been posted to the Site, as indicated by the “Last Revised” date at the top of the Terms of Use. You understand and agree that if you use the Site after the date on which the Terms of Use has been modified, your use of the Site constitutes an acceptance of the modified Terms of Use.
4. AUTHORITY
If you agree to the Terms of Use on behalf of an entity, such as, but not limited to, a corporation, limited liability company, or partnership, you represent and warrant that you have the legal authority to bind such entity to the Terms of Use, in which case the terms "you," “your," or “User” shall refer to such entity. If SagePoint finds that you do not have the legal authority to bind such entity, you, as an individual, will be held personally responsible for the obligations contained in the Terms of Use.
SagePoint shall not be liable for any loss or damage resulting from SagePoint’s reliance on any instruction, notice, document, or communication reasonably believed by SagePoint to be genuine and originating from an authorized representative of the entity for which you purport to have authority. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, SagePoint reserves the right, but undertakes no duty, to require additional authentication from you.
5. PROFESSIONAL LICENSE
Our Site is designed to assist individuals in making important life decisions such as senior living options, pet selection, college choices, and more. You may not use the Site for any commercial purposes, whether or not compensated, unless you have first obtained the express written consent of SagePoint and purchased from SagePoint a Professional License, which is a separate written document. Commercial purposes include, but are not limited to, sales of services or products, or any activity or endeavor related to the sales of services or products. Commercial purposes also include, but are not limited to, activities or endeavors whereby the Site is treated as a “value add” or a supplement to a product or service.
To obtain a Professional License, please contact SagePoint at its email address set forth below. The terms and conditions of the Professional License shall govern your commercial use of the Site.
If you have any doubt or question about whether your use or intended use of the Site constitutes a commercial purpose, it is your responsibility to, before using the Site, contact SagePoint and obtain a written response from SagePoint setting forth whether it deems your intended use to constitute a commercial or non-commercial purpose. SagePoint shall make such determination in its sole and absolute discretion.
In the event a User’s initial usage of the Site is for a non-commercial purpose, but later the usage changes to a commercial purpose, it is the User’s duty to immediately inform SagePoint of such usage change and cease using the Site until the User has obtained the necessary written consent and Professional License from SagePoint.
In the event a User uses the Site for any commercial purpose without first obtaining the necessary consent and purchasing a Professional License from SagePoint, such usage shall be deemed unauthorized, a violation of the Terms of Use, and SagePoint will immediately terminate such User’s account. Such User shall be subject to SagePoint’s rights and remedies for violation of the Terms of Use and liable to SagePoint for any and all damages resulting from the User’s unauthorized usage of the Site.
6. USER ACCOUNT INFORMATION
Some features of the Site are accessed and managed through the creation of an individual account (“User Account”). Individuals may create their own User Accounts via the Site’s login protocols.
By creating a User Account you acknowledge and agree that:
7. USER SUBMITTED CONTENT
Some of the features of this Site, including the feature User Connections, allow Users to connect with family members, friends, and others to publish communications. These communications may include ideas, opinions, recommendations, or advice (collectively, “User Submissions”). SagePoint does not claim ownership of the User Submissions you provide to SagePoint or post, upload, input, or submit to the Site. Unless otherwise specified, you retain copyright and any other rights you already hold over User Submissions that you create and submit, post, or display on or through the Site.
SagePoint monitors, reviews, and collects information from User Submissions. We collect information about the services that you use, how you use them, how you may share them with others, and any products that you may review or purchase. Our systems analyze your content and User Submissions to provide you with customized search results and relevant product and service features.
SagePoint has the right to share or disclose any User Submissions and the circumstances surrounding their submission with our affiliates, subsidiaries, partners, and other interested parties in order to provide you with the most comprehensive services, improve User experience, operate the Site properly, to protect SagePoint, our affiliates and our Users, or to comply with legal obligations or governmental requests. By using our Site, you agree to let us share your information.
You acknowledge and agree that:
Any User Submission that SagePoint deems, in its sole discretion, is inappropriate or does not comply with the Terms of Use will be removed.
SagePoint regularly monitors User Submissions and all Site content, including blog content, that is submitted and reserves the right to remove any User Submissions that it deems, in its sole discretion, inappropriate or not in compliance with the Terms of Use.
By posting your User Submissions using the Site, you confer to SagePoint the right to distribute this content publicly via the Site and any other media at SagePoint’s sole discretion.
SagePoint has no obligation to compensate you for User Submissions.
SagePoint is not liable to you or anyone else for any intentional or unintentional use of your User Submissions.
8. YOUR USE OF THE SITE
Except for User Submissions, SagePoint text, scripts, source code, graphics, photos, user interfaces, visual interfaces, sounds, music, artwork, videos, computer code and interactive features and the trademarks, service marks and logos contained therein (“Content”), are owned by or licensed to SagePoint in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws.
No part of the Site and no Content found on the Site may be downloaded, copied, reproduced, republished, uploaded, posted, encoded, transmitted, translated, broadcast, displayed, sold, licensed, or otherwise exploited or distributed in any way, for any purpose whatsoever without the express prior written consent of SagePoint.
No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by the Terms of Use.
You will not access this Site using automated means (such as harvesting bots, robots, spiders, or scrapers), or any other automatic device, program, algorithm, methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site, or in any way reproduce or circumvent the navigational structure or presentation of the Site, without the express prior written consent of SagePoint.
You will not interfere with the operation of the Site by any means, including, but not limited to, contributing content that contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware.
You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You agree not to circumvent, disable or otherwise interfere with the security-related features of the Site (including without limitation those features that prevent or restrict use or copying of any SagePoint Content) or enforce limitations on the use of the Site therein.
You will not access the Site through any technology or means other than through the Site itself, or as SagePoint may designate.
You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or SagePoint’s systems or networks, or any systems or networks connected to the Site or to SagePoint.
You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any search or transaction being conducted on the Site, or with any other person’s use of the Site.
You may not manipulate identifiers or conduct similar activity in order to disguise the origin of any message or transmittal you send to SagePoint on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
You may not use the Site for any purpose that is unlawful or prohibited by the Terms of Use, or to solicit or engage in the performance of any illegal or unethical activity or other activity which harms, damages, or infringes on the rights of SagePoint or any other person or entity. SagePoint reserves the right to bar any such activity and to pursue the prosecution of any criminal penalties or civil remedies.
9. LINKS TO OTHER WEBSITES
The Site may contain links to third-party websites that are not owned or controlled by SagePoint. SagePoint does not monitor or control such links and assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. By using the Site, you expressly release SagePoint from any and all liability arising from your use of any third-party website.
10. ADDITIONAL RESERVATION OF RIGHTS
SagePoint expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any User Account that it deems necessary, in its sole and absolute discretion, without notice, for any reason, including but not limited to the following: (i) to correct mistakes made by SagePoint in offering or delivering any Services; (ii) to comply with applicable local, state, national and international laws, rules and regulations; (iii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit; or (iv) to avoid any civil or criminal liability on the part of SagePoint, its officers, directors, employees and agents, as well as SagePoint’s affiliates.
11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
SAGEPOINT DOES NOT PROMISE OR REPRESENT THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. SAGEPOINT CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE FROM VIRUSES, CONTAMINATION OR OTHER DESTRUCTIVE FEATURES.
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE IS PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY THIRD PARTY LINKS PROVIDED ON OR THROUGH THE SITE.
YOUR SOLE REMEDY AGAINST SAGEPOINT FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. WITHOUT YOUR AGREEMENT TO THESE TERMS OF USE, DEMONSTRATED BY YOUR USE OR FURTHER USE OF THE SITE, SAGEPOINT WOULD NOT HAVE OFFERED, ACCEPTED OR OTHERWISE PERMITTED YOUR USE OF THE SITE.
SAGEPOINT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY SAGEPOINT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES) WILL: (I) CONSTITUTE LEGAL, MEDICAL OR FINANCIAL ADVICE; OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THE SITE OR THE SERVICES FOUND AT THE SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE TERMS OF USE OR YOUR USE OF THE SITE OR THE SERVICES FOUND AT THE SITE.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL SAGEPOINT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOST PROFITS, THAT MAY RESULT FROM: (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITE; (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITE; (III) THE SERVICES FOUND AT THE SITE OR ANY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITE; (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER; (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER; (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN; (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THE SITE OR ANY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITE; (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR OTHER DESTRUCTIVE FEATURES, WHICH MAY BE TRANSMITTED TO OR FROM THE SITE OR ANY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITE; (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, OR OTHERWISE OBJECTIONABLE; AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES FOUND AT THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SAGEPOINT IS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL SAGEPOINT'S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO SAGEPOINT FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE TERMS OF USE OR YOUR USE OF THE SITE OR THE SERVICES FOUND AT THE SITE.
13. VIOLATION OF TERMS OF USE
SAGEPOINT MAY INVESTIGATE ANY VIOLATION OF THE TERMS, INCLUDING UNAUTHORIZED USE OF THE SITE, OR ANY ACTIONS BY A USER OR OTHERS THAT CAUSE HARM OR INJURY TO SAGEPOINT. WE MAY TAKE LEGAL ACTION AGAINST YOU OR OTHERS THAT WE FEEL IS APPROPRIATE. YOU AGREE THAT MONETARY DAMAGES MAY NOT PROVIDE US A SUFFICIENT REMEDY AND THAT WE MAY PURSUE INJUNCTIVE OR OTHER RELIEF FOR YOUR VIOLATION OF THE TERMS OF USE. YOU AGREE THAT YOUR ABUSIVE USE OF THE SITE MAY CAUSE DAMAGE AND HARM TO US, INCLUDING IMPAIRED GOODWILL, LOST SALES AND INCREASED EXPENSES.
IF WE DETERMINE THAT YOU HAVE VIOLATED THE TERMS OF USE OR THE LAW, OR FOR ANY OTHER REASON OR FOR NO REASON, WE MAY SUSPEND OR CANCEL YOUR ACCOUNT, DELETE ALL YOUR USER CONTENT AND PREVENT YOU FROM ACCESSING THE SITE AT ANY TIME WITHOUT NOTICE TO YOU. IF THAT HAPPENS, YOU MAY NO LONGER USE THE SITE OR ANY CONTENT. YOU WILL STILL BE BOUND BY YOUR OBLIGATIONS UNDER THESE TERMS.
YOU ACKNOWLEDGE AND AGREE THAT SAGEPOINT MAY RETAIN ANY TRANSMITTAL OR COMMUNICATION BY YOU WITH SAGEPOINT THROUGH THE SITE OR ANY SERVICE OFFERED ON OR THROUGH THE SITE, AND MAY ALSO DISCLOSE SUCH DATA IF REQUIRED TO DO SO BY LAW OR SAGEPOINT DETERMINES THAT SUCH RETENTION OR DISCLOSURE IS REASONABLY NECESSARY TO: (I) COMPLY WITH LEGAL PROCESS; (II) ENFORCE THE TERMS OF USE; (III) RESPOND TO CLAIMS THAT ANY SUCH DATA VIOLATES THE RIGHTS OF OTHERS; OR (IV) PROTECT THE RIGHTS, PROPERTY OR PERSONAL SAFETY OF SAGEPOINT, ITS EMPLOYEES, USERS OF OR VISITORS TO THE SITE, AND THE PUBLIC. SAGEPOINT'S PRIVACY POLICY IS HEREBY INCORPORATED BY THIS REFERENCE AND NOTHING IN THE TERMS OF USE IS INTENDED TO LIMIT, IN ANY WAY WHATSOEVER, THE DISCLOSURE PERMITTED UNDER SAGEPOINT'S PRIVACY POLICY.
YOU AGREE THAT SAGEPOINT MAY, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE, SUSPEND OR TERMINATE YOUR ACCESS TO THE SITE, FOR CAUSE, WHICH INCLUDES, BUT IS NOT LIMITED TO: (I) REQUESTS BY LAW ENFORCEMENT OR OTHER GOVERNMENT AGENCIES; (II) A REQUEST BY YOU (SELF-INITIATED ACCOUNT DELETIONS); (III) DISCONTINUANCE OR MATERIAL MODIFICATION OF THE SITE OR ANY SERVICE OFFERED ON OR THROUGH THE SITE; OR (IV) TECHNICAL ISSUES OR PROBLEMS.
IF SAGEPOINT TAKES ANY LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THE TERMS OF USE, SAGEPOINT WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEYS' FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO SAGEPOINT. YOU AGREE THAT SAGEPOINT WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE SITE AS A RESULT OF ANY VIOLATION OF THE TERMS OF USE.
14. INDEMNITY
You agree to protect, defend, indemnify and hold harmless SagePoint and its officers, directors, employees, and agents from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) made against SagePoint, its officers, directors, employees, or agents by any third-party due to or arising out of or in connection with your use of the Site, including but not limited to any amounts imposed upon or incurred by SagePoint directly or indirectly arising from: (i) your use of and access to the Site; (ii) your violation of any provision of the Terms of Use or the corporate policies which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation, any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of the Terms of Use or your use of the Site.
15. GOVERNING LAW AND DISPUTE RESOLUTION
You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of Delaware without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the Federal and State Courts in New Castle County, Delaware, and waive any objection to such jurisdiction or venue. You agree that any claim under the Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is permanently barred.
In the event of any controversy or dispute between SagePoint and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, the parties shall be free to pursue any right or remedy available to them under applicable law.
16. SEVERABILITY/ COVENANTS AND ENFORCEABILITY OF TERMS OF USE
Each covenant and agreement in the Terms of Use shall for all purposes be construed to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of the Terms of Use to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of the Terms of Use shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. The Terms of Use, along with the other agreements or policies incorporated herein, shall constitute the entire agreement between you and SagePoint with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and SagePoint with respect to such use, are hereby superseded and void. SagePoint’s failure to enforce or insist on strict performance of any provision of the Terms of Use shall not be construed as a waiver by SagePoint of any provision or right to enforce the Terms of Use, nor shall any course of conduct between SagePoint and you or any other person or entity be deemed to modify any provision of the Terms of Use.
17. SUCCESSORS AND ASSIGNS
The Terms of Use shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
18. NO THIRD-PARTY BENEFICIARIES
Nothing in the Terms of Use shall be deemed to confer any third-party rights or benefits.
19. DISCLAIMERS
The information contained in the Site is subject to change without notice.
The Site is intended for personal use, or pursuant to the terms of a Professional License purchased from SagePoint, with your understanding that SagePoint is not engaged in rendering legal, accounting, financial, investment or other professional advice or services. If expert assistance is required, seek the services of a qualified professional.
20. CONTACT INFORMATION
If you have any questions or comments regarding the Terms of Use, or you wish to obtain a Professional License, please Contact Us.
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