Stray Magnet TERMS AND CONDITIONS OF USE

WELCOME TO WWW.STRAYMAGNET.COM!. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING, BROWSING OR OTHERWISE USING THIS SITE.

This Agreement was last updated on September 17, 2012.

1. Scope of Agreement

This Web Site Terms of Use Agreement (the “Agreement) is between you (collectively, with the entity or organization that you represent, “You” and “Your”) and Stray Magnet, as the owner and operator of STRAYMAGNET.COM (“STRAY MAGNET”). This Agreement governs Your access to and use of this Web site (including without limitation, all Content (as defined herein), software, HTML and other code, and script forming a part of this Web site, and all goods, services and transactions offered through this Web site, the “Site”). In addition to complying with the terms and conditions of this Agreement, You agree to comply with all additional terms and conditions governing the access to and use of specific areas of this Site which are incorporated into and made a part of this Agreement:

» Please click here to read STRAY MAGNET’s Privacy Policy which is hereby incorporated into and made a part of this Agreement. The Privacy Policy explains how STRAY MAGNET collects, uses and discloses Your personal information.

2. Binding Agreement

(a) BY ACCESSING OR USING THIS SITE IN ANY MANNER YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO EACH OF THE TERMS, CONDITIONS AND NOTICES SET FORTH IN THIS AGREEMENT. IF YOU DO NOT UNDERSTAND OR AGREE TO EACH OF THE TERMS, CONDITIONS AND NOTICES IN THIS AGREEMENT, YOU SHOULD NOT ACCESS OR USE THIS SITE IN ANY MANNER.

(b) A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records. STRAY MAGNET recommends that You print a copy of the most current version of this Agreement for Your records.

3. Modification of Terms and Conditions

(a) STRAY MAGNET may, at any time and in its sole discretion, modify, add or delete provisions in this Agreement. You are responsible for regularly reviewing the terms and conditions of this Agreement. If You object to any such modifications, additions or deletions, Your only recourse is to terminate this Agreement and to stop any and all use of this Site. Your continued use of this Site following such modifications, additions or deletions shall constitute Your review and acceptance of and agreement to such modifications, additions or deletions.

(b) Except as provided for in this Section 3, the provisions of this Agreement may not be modified, revised or amended, and none of its provisions waived, except in a written document executed by STRAY MAGNET.

4. Modification of Site

STRAY MAGNET may, at any time and in its sole discretion, modify, revise or otherwise change this Site (including without limitation adding or discontinuing any or all services or transactions offered through this Site), in whole or in part, without notice or liability to You.

5. Right to Use Site

You represent and warrant to STRAY MAGNET that You are at least 13 years of age.

6. Use and Protection of Password and ID

(a) STRAY MAGNET may assign or allow you to choose a password and account ID to You so you can access and use certain areas of this Site. Each user who uses such password and ID will be deemed to be authorized to access and use this Site and STRAY MAGNET has no obligation to investigate the authorization or source of any such access or use. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE BY ANYONE USING THE PASSWORD AND ID ORIGINALLY ISSUED TO YOU WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS, AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION FINANCIAL OBLIGATIONS) THAT MAY RESULT FROM SUCH ACCESS OR USE.

(b) You are solely responsible for protecting the security and confidentiality of the password and ID. You shall immediately notify STRAY MAGNET of any unauthorized use of the password or ID, or any other breach or threatened breach of this Site’s security.

7. Licenses

(a) Subject to the terms and conditions of this Agreement, You are granted a limited, revocable, non-exclusive and non-transferable license, without the right to sublicense, to access and use this Site only for (i) displaying this Site on Your Internet browser; and (ii) printing or copying portions of this Site. Your access and use of this Site is further limited to personal, internal and non-commercial purposes only.

(b) Except as permitted in the limited license set forth in paragraph (a), above, You shall not copy, reproduce, distribute, display, perform, sell, lease, transmit or create derivative works from this Site (in whole or in part) or translate, modify, reverse engineer, disassemble, or decompile this Site.

(c) You may not upload to, or distribute or otherwise publish through this Site any Content, information, or other material that (i) violates or infringes the rights of any third parties, including without limitation, rights in copyrights, patents, trademarks, service marks, trade secrets, and other proprietary rights; (ii) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (iii) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties. STRAY MAGNET will terminate Your access to the Site if You are determined to be a repeat infringer of the rights of third parties.

(d) Subject to the Privacy Policy, anything that You submit or post to the Site and/or to STRAY MAGNET, including without limitation, text, photographs, videos, stories, ideas, know-how, techniques, questions, comments, and suggestions (collectively, “Submissions”) is and will be treated as nonconfidential and nonproprietary. STRAY MAGNET shall have the exclusive, royalty-free, worldwide, perpetual and transferable right to use, copy, reproduce, distribute, display, perform, sell, lease, transmit or create derivative works from such Submissions through any channel (including, but not limited to, third party websites) by any means and in any form, and to translate, modify, reverse engineer, disassemble, or decompile such Submissions, in any media known now or later developed.

8. Availability and Use of Site

The availability of this Site depends on many factors, including some factors that are beyond STRAY MAGNET’s control, such as Your connection to the Internet and the Internet backbone. STRAY MAGNET shall not be liable to You if You cannot use this Site due to any reason.

9. Termination; Effect of Termination

(a) In addition to any other legal or equitable remedies, STRAY MAGNET may, without prior notice to You, immediately terminate this Agreement or revoke any or all of Your rights granted under this Agreement. You may terminate this Agreement by contacting STRAY MAGNET at contact@straymagnet.com, or Stray Magnet, P.O. Box 159163, Nashville, TN 37215-9163.

(b) Upon any termination of this Agreement, You shall immediately cease all access to and use of this Site and STRAY MAGNET shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account ID(s) issued to You (and all users contemplated in Section 6) and deny Your access to and use of this Site in whole or in part. Any termination of this Agreement shall not affect the respective rights and obligations (including without limitation payment obligations) of the parties arising before the date of termination. The provisions of Sections 7(b), 7(c), 7(d), 8, 9, 10, 14, 15, 19, 20 and 22 shall survive the termination of this Agreement.

10. Intellectual Property

(a) U.S. and international copyright, trademark and other intellectual and proprietary laws protect this Site, and any unauthorized access to or use of this Site may violate such laws. STRAY MAGNET shall aggressively enforce its intellectual and proprietary rights to the fullest extent of the law.

(b) All information and data that is part of this Site (except Submissions), including without limitation, text, graphics, photos, illustrations, images, video and audio clips (collectively, “Content”) and all trademarks, service marks, trade dress, logos and tag lines displayed on this Site (collectively, the “Marks”) are the sole and exclusive property of STRAY MAGNET or third parties. You are not granted any right or license, either express or implied, in any copyright, trademark, service mark, trade dress, logo, tag line, patent, trade secret, right of publicity or other intellectual or proprietary right of STRAY MAGNET or any of the goodwill associated with any of the foregoing. To the extent that You use any copyright, trademark, service mark, trade dress, logo, tag line, patent, trade secret, right of publicity or other intellectual or proprietary right of STRAY MAGNET, such use and all goodwill associated therewith shall inure solely and exclusively to the benefit of STRAY MAGNET.

(c) You shall not remove any copyright, trademark, or other proprietary legends or notices that appear on, in or as part of this Site.

11. Notice of and Procedure for Copyright Infringement

(a) STRAY MAGNET respects other’s intellectual and proprietary rights. In accordance with the Digital Millennium Copyright Act, STRAY MAGNET has designated a Copyright Agent to receive notice of claims of alleged copyright infringement on the Site. If You believe that Your copyrighted material has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site or on sites linked to or from this Site, please send STRAY MAGNET’s Designated Agent a notice containing the following elements:

(1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work(s) that is/are alleged to have been infringed;

(2) A description of the copyrighted work(s) that you claim is/are infringing and the location where the original or an authorized copy of the copyrighted work(s) exists/exist (for example, the URL of Web site where the copyrighted work(s) is/are lawfully published; the name, edition and page(s) of a book, etc.);

(3) A description of where the material that You claim is/are infringing is/are located on this Site, including the URL, so that STRAY MAGNET can locate the material;

(4) Your address, telephone number and email address;

(5) A statement that You have a good faith belief that the use of the material identified in the notice is not authorized by the copyright owner, its agent, or applicable law; and

(6) A statement by You, under penalty of perjury, that the above information is accurate and that You are the copyright owner or are authorized to act on behalf of the copyright owner.

(b) Send the notice containing the above information to the following Designated Agent:

Name of Designated Agent: Brooke Schroeder

Mailing Address: Stray Magnet, P.O. Box 159163, Nashville, TN 37215-9163

Telephone number: (615) 594-4078

E-mail Address: contact@straymagnet.com

NOTE: THE NOTICE REQUIRED BY THIS SECTION IS EXCLUSIVELY FOR NOTIFYING STRAY MAGNET THAT COPYRIGHTED WORK(S) MAY HAVE BEEN INFRINGED. DO NOT SEND ANY NOTICES OR INQUIRIES UNRELATED TO ALLEGED COPYRIGHT INFRINGEMENT TO STRAY MAGNET’S DESIGNATED AGENT. SUCH NOTICES OR INQUIRIES SHOULD INSTEAD BE SENT TO THE E-MAIL ADDRESS OR MAILING ADDRESS LISTED BELOW IN THE SECTION TITLED “CONTACT INFORMATION”.

12. Links To Other Internet Sites

This Site may contain links to Internet sites owned, operated or maintained by third parties not under STRAY MAGNET’s control. These links are provided for Your convenience of reference only. Such links are not and shall not be deemed to be STRAY MAGNET’s endorsement of the organization or individual associated with the linked site. You assume sole responsibility and liability for Your use of such linked sites.

13. Warranty Disclaimer; Limitation of Liability

(a) ALL CONTENT, SERVICES AND TRANSACTIONS ARE PROVIDED ON AN “AS-IS” and “AS AVAILABLE” BASIS. THIS SITE MAY INCLUDE INACCURACIES, MISTAKES OR TYPOGRAPHICAL ERRORS. STRAY MAGNET DOES NOT WARRANT THAT THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE. STRAY MAGNET DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA ACCURACY AND SYSTEM INTEGRATION.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STRAY MAGNET, ITS OWNER, PARENT, SUBSIDIARIES OR AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR PUNITIVE, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUES, BUSINESS, USE, DATA OR OTHER INTANGIBLES), WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF STRAY MAGNET HAD BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STRAY MAGNET’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY AND/OR OTHERWISE) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO STRAY MAGNET FOR THE ONE MONTH PERIOD PRIOR TO THE ACT ALLEGEDLY GIVING RISE TO STRAY MAGNET’S LIABILITY.

14. Indemnity

You agree to indemnify, defend and hold harmless STRAY MAGNET, its parent, subsidiaries, affiliates, and their respective officers, directors, shareholders, employees and agents from and against any and all claims, liabilities, expenses (including attorneys’ fees) and damages arising out of claims resulting from Your access or connection to, or use of this Site, including without limitation claims arising out of information or content submitted to this Site by You, Your violation of a third party’s intellectual property or other rights, or any claims alleging facts that if true would constitute a breach by You of the terms and conditions of this Agreement. STRAY MAGNET reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with STRAY MAGNET’s defense of such claims.

15. Relationship of Parties

You acknowledge that no joint venture, partnership, employment, or agency relationship exists between the You and STRAY MAGNET as a result of this Agreement or any use of this Site. You agree not to hold Yourself out as a representative, agent, or employee of STRAY MAGNET and STRAY MAGNET shall not be liable for any representation, act or omission by You to the contrary.

16. Assignment

You shall not assign or otherwise transfer this Agreement or assign, delegate or otherwise transfer any of Your rights, interests or obligations under this Agreement and any such assignment, delegation or other transfer shall be void. This Agreement shall inure to the benefit of STRAY MAGNET’s successors, assigns and licensees.

17. Injunctive Relief; Remedies

(a) You agree that STRAY MAGNET’s remedy at law for any actual or threatened breach of this Agreement would be inadequate and that STRAY MAGNET shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that STRAY MAGNET may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including attorneys’ fees.

(b) All rights and remedies granted to STRAY MAGNET under this Agreement are cumulative and not alternative, and are in addition to all other rights and remedies available to STRAY MAGNET at law or in equity.

18. Governing Law and Jurisdiction; Limit on Commencing Actions

(a) This Agreement is governed by the laws of the State of Tennessee, U.S.A. without regard to the conflicts of laws principles thereof. You consent to the exclusive jurisdiction and venue of the state and federal courts in Nashville, Tennessee, U.S.A. in all disputes arising out of or relating to the use of this Site.

(b) You must commence any cause of action or claim against STRAY MAGNET within one (1) year after the cause of action or claim arises, otherwise You agree that Your cause of action or claim shall be barred.

19. International Access

This Site can be accessed from countries other than the United States. This Site may contain STRAY MAGNET products or services, or references to STRAY MAGNET products or services, that are not available outside of the United States. Any such references do not imply that such STRAY MAGNET products or services will be made available outside the United States. If You access and use this Site outside the United States You are responsible for complying with Your local laws and regulations.

20. Contact Information

Please send any questions or comments (including all inquiries unrelated to copyright infringement) regarding this Site by e-mail to contact@straymagnet.com or by regular mail to Stray Magnet, P.O. Box 159163, Nashville, TN 37215-9163.

21. Reservation of Rights

STRAY MAGNET reserves to itself any and all rights not expressly granted herein.