Term of Use

PASSARE
WEBSITE TERMS OF USE

Thank you for visiting http://www.passare.com, which is operated by Passare, Inc. ("Passare," “we”, “us”, or “our”). Please read these Terms of Use carefully. By using our website, our affiliated site at www.blog.passare.com and our applications at https://cap.passare.com, https://hub.passare.com and https://memorial.passare.com (collectively, the "Site"), and by accessing, using, downloading or posting any information and/or User Content (as defined herein) available from or through our Site (or attempting to do any of these) you agree to be bound by and comply with these Terms of Use, which includes and incorporates our Privacy Policy, at www.passare.com/Privacy-Policy.

THESE TERMS OF USE GOVERNING YOUR USE OF THE PASSARE WEBSITE INCLUDE A BINDING ARBITRATION PROVISION SET FORTH BELOW WHICH INCLUDES A WAIVER OF CLASS ACTIONS AND PROVISIONS FOR OPTING OUT OF ARBITRATION.

Registration

Age Restriction. You must be 13 years old or older to use our services. You must be 18 years old or older to register with our Site.

Registration Information. When you register to use our Site, you must provide complete and accurate information. You agree to maintain your information and update it as appropriate.

Passwords. You will choose a unique password when you register to use our Site. You may not use any other person's password. You are responsible for maintaining the confidentiality of your password and may not allow any other person to access the Site using your password. You must notify us immediately if you become aware of any unauthorized use of your password.

Creating or Modifying a Passare Site

In using our Site, you may create and maintain an individual Passare site. Access to a site is controlled by privacy settings established by the creator of a site. For further information, see the Privacy Policy at www.passare.com/Privacy-Policy.

User Submissions

The content you submit to a site you have created or visited is governed by our Privacy Policy. You agree that you will not send, upload or transmit any communication or content of any type that:

  • is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable (in our sole discretion);
  • may harm minors in any way, or solicit or otherwise attempt to gain any information from a minor;
  • impersonates any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
  • includes forged headers or otherwise manipulates identifiers in order to disguise the origin of any Postings or other materials transmitted to or through our Site;
  • is not your own, or that you do not have a right to upload, post, e-mail, or otherwise transmit (such as insider information, proprietary and confidential information learned or disclosed as part of employment or confidential relationships);
  • infringes upon any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary rights of any person or entity;
  • includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose;
  • 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;
  • intentionally or unintentionally violated any applicable local, state, national, or international law;
  • "stalks" or otherwise harasses another user or employee of our Site; or
  • solicits, collects, or posts personal data or attempts to solicit, collect, or post personal data about other users of our Site, including user names or passwords; or access or attempt to access another user's account without his or her consent.

By submitting or otherwise exchanging communications or content, you understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("User Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such User Content originated, and you (i) agree that such User Content will not be considered or treated as confidential, other than as pursuant to the levels of access designated for the Site(s) to which you post such User Content; (ii) acknowledge and understand others may see, read, use or re-transmit such User Content, pursuant to the levels of access designated for the Site(s) to which you post such User Content; (iii) explicitly represent and warrant that you are the owner of such User Content or have all rights and licenses necessary regarding such User Content and (iv) agree that Passare is thereby granted a royalty-free, perpetual, irrevocable, unrestricted, world-wide, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, adapt, transform, distribute, transmit, broadcast, perform and display such User Content via the Site in any media or medium, or any form, format, or forum now known or hereafter developed, pursuant to the privacy restrictions designated for such User Content.

Monitoring or Removal of Submissions:

Passare reserves the right to monitor all User Content and to remove any User Content for any reason, in its sole discretion.

Content and Copyright, Trademark, and Related Issues

The contents, including information, text and graphics and all other material contained on the Site or features and functions made available on our Site (collectively, the "Content") are for your personal informational purposes only. The Content is owned by Passare or by the third parties who have licensed their rights in content to Passare. You may view or download a single copy of the Content solely for your personal, non-commercial use. You must not delete or alter any copyright or other notice we place on any Content. Content is owned by us or our licensors or other users and is protected by copyright, trademark and other laws and regulations of the United States and foreign laws. You may not use Content in any way not expressly permitted by these Terms of Use and if you do, your right to use the Content will automatically terminate. The Content and the Site generally, are subject to change or termination without notice.

The trademarks, names, slogans, logos, characters and service marks (collectively "Trademarks") displayed on our Site belong to us or have been licensed to us. Nothing contained on our Site should be construed as granting any license or right to use any Trademark displayed on our Site. Your use/misuse of the Trademarks displayed on our Site, except as provided in these Terms of Use, is strictly prohibited.

Passare will aggressively enforce its intellectual property rights to the fullest extent of the law, including criminal prosecution. All rights not expressly granted herein are reserved.

Linking / Third Party Links on Our Site

Our Site may contain links to the websites of our Service Partners, as defined in our Privacy Policy. Passare is not responsible for such websites’ Terms of Use or Privacy Policies or how they may treat your information. Your use of third-party websites is at your own risk and subject to the Terms of Use and Privacy Policies of such sites.

Limitation of Liability

The use of the Site and Content is at your own risk and are provided "as is." Transmissions over the Internet and communications networks is not in our control and can never be completely secure. Accordingly, we cannot and shall not be liable for any delay, failure, interruption, compromise or corruption of any data or other information transmitted in connection with use of the Site, including information you provide to us or our Site.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND THE SITE DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, STATUTORY AND OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

In no event shall we, the Site, our licensors, suppliers and Content providers be liable for any damages, including, without limitation, direct, indirect, incidental, consequential, special, exemplary and special damages or damages resulting from lost data or business interruption, regardless of the form of action or the basis of the claim, whether based on warranty, contract, tort, strict liability or any other legal theory, and whether or not a party has been advised of the possibility of damages. If, for any reason, Passare shall be found to be liable, our aggregate liability to you or any other party or parties claiming with, under or through you, shall be limited to U.S. $1000.00, notwithstanding any claim that such remedy fails of its essential purpose. No claim or action arising from or concerning the Site, Content or otherwise hereunder may be brought later than one (1) year from the date the claim or cause of action arose.

Some jurisdictions do not allow the disclaimer of certain types of damages or liability in whole or in part with respect to consumer agreements and although the exclusions, limitations and disclaimers in these Terms of Use shall always be construed to take full advantage of their meaning to the extent permitted by law. You should consult your own legal advisor should you wish to determine the laws and regulations that apply to you.

Indemnification

You agree to defend, indemnify, and hold Passare, its officers, directors, employees, agents, licensors and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms of Use.

You agree to defend, indemnify, and hold Passare, its officers, directors, employees, agents, licensors and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms of Use.

Any terms or conditions in these Terms of Use that must survive to give effect to their meaning, shall survive the termination, expiration or cancellation of these Terms of Use.

Law that Applies; Interpretation and Modification

You expressly agree and personally submit to the exclusive jurisdiction of the courts of the County of San Francisco, State of California, to adjudicate and resolve any dispute with Passare, its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and Content providers or in any other way relating to the Site, including, Content or User Content. YOU HEREBY IRREVOCABLE WAIVE YOUR RIGHT TO A JURY TRIAL OR TO CLAIM THAT THE STATE OF CALIFORNIA IS AN INCONVENIENT FORUM TO HEAR CLAIMS AND DISPUTES.

These Terms of Use are governed by the substantive laws of the State of California, without respect to its conflict of laws principles. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any of these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or any other term or condition. We may modify these Terms of Use, including our Privacy Policy, at any time and although we will generally try and provide at least 30 days’ advance notice of the effective date of any material modification, if we do not provide advance notice, the modification will take effect when we post the change on our Site. Accordingly, we urge you to check back frequently so that you are aware of the terms and conditions that apply to you.

Copyright Violations

Passare respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Passare's Copyright Agent with the information specified below in the form of a “Notification of Alleged Infringement.” It is Passare's policy to respond to clear Notifications of Alleged Infringement, and our policy is designed to make submitting Notifications of Alleged Infringement as straightforward as possible while reducing the number of Notifications that we receive that are fraudulent or difficult to understand or verify. If you are concerned about the removal of or blocked access to your content, please provide Passare's Copyright Agent with the written information specified below in the form of a “Counter-Notification.” The forms specified below are consistent with the forms suggested by the United States Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Website at http://www.copyright.gov).

DMCA NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT

If you would like to submit a claim of copyright infringement, please substantiate each claim by sending Passare's registered Copyright Agent a Notification of Claimed Infringement at the email or mailing address below:

Copyright Agent
Jennifer Harrell
Vice President, Marketing
Passare
One Sansome, Suite 1500
San Francisco CA 94104
[email protected]

To be considered effective, a Notification of Alleged Infringement must be submitted in writing and include the following information:

(a) Physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of an exclusive copyright that has allegedly been infringed.

(b) Identification of the copyrighted material claimed to have been infringed.

(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity that is to be removed or access to which is to be disabled.

(d) Information reasonably sufficient to permit Passare to locate the material that is claimed to be infringing or to be the subject of infringing activity.

(e) Information reasonably sufficient to permit Passare to contact you, such as a physical address, email address, and telephone number.

(f) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

(g) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

DMCA COUNTER-NOTIFICATION

If you elect to send us a Counter-Notification, please send an email or letter to Passare's registered Copyright Agent at the email or mailing address below:

Copyright Agent
Jennifer Harrell
Vice President, Marketing
Passare
One Sansome, Suite 1500
San Francisco CA 94104
[email protected]

To be considered effective, a Counter-Notification must be submitted in writing and include the following information:

(a) Physical or electronic signature of the user or a person authorized to act on behalf of the user.

(b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

(c) A statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

(d) The user's name, address, and telephone number, and a statement that the user consents to the jurisdiction of the County of Alameda, State of California and that the user will accept service of process from the person who submitted the Notification of Claimed Infringement or an agent of such person.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of users who are repeat infringers.

Arbitration

PASSARE AND YOU AGREE TO ARBITRATE ALL DISPUTES AND CLAIMS BETWEEN US. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) claims that arose before these or any prior Terms of Use were adopted; (iii) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and (iv) claims that may arise after the termination of these Terms of Use. References to "Passare," "you," and "us" include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users of the Site or services under these or prior Terms of Use between us, You agree, by entering into these Terms of Use, that you and Passare each are waiving the right to a trial by jury or to participate in a class action. These Terms of Use evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of these Terms of Use.

Opt Out

Notwithstanding the above, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE WHEN YOU FIRST ACCEPT THESE TERMS (the "Opt Out Deadline"). You may opt out of these arbitration procedures by calling 1-(415) 823-7947 or emailing [email protected] to request the opt out form. Any opt out received after the Opt Out Deadline will not be valid and you must pursue any claim in arbitration.

Notice of Disputes

For all disputes and claims, whether pursued in court or arbitration, you must first give Passare an opportunity to resolve your dispute or claim by sending a written Notice of Dispute (the "Notice") to Passare at the following address: Office for Dispute Resolution, Passare, One Sansome Street, Suite 1500, San Francisco, CA 94104. The Notice must (a) describe the nature and basis of the dispute or claim and (b) set forth the specific relief sought (a "Demand"). If Passare and you do not reach an agreement to resolve the dispute or claim within 30 days after Notice is received, you or Passare may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Passare or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Passare is entitled. The arbitration will be governed by the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms of Use and will be administered by the AAA. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator is bound by the terms of these Terms of Use. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of these Terms of Use, including but not limited to, any claim that all or any part of these Terms of Use are void or voidable. The payment of all AAA filing, administration and arbitrator fees for any arbitration initiated hereunder will be governed by the AAA Rules; provided, however that for claims under $75,000 as to which you provided notice and negotiated in good faith as required above before initiating arbitration, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to a recovery of reasonable attorneys' fees and costs. Except for claims under $75,000 determined to be frivolous, Passare agrees not to seek an award of attorneys' fees in such arbitration proceedings even if an award is otherwise available under applicable law. Unless Passare and you agree otherwise, any arbitration hearings will take place in the county of your billing address.

Class Action Waiver

YOU AND PASSARE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Passare agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If you choose to pursue your claim in court by opting out of the arbitration provision as specified above, this Class Action Waiver provision will not apply to you. Neither you, nor any other customer, can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt out requirements above.

Jury Trial Waiver

If a claim proceeds in court rather than through arbitration, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

Complete Agreement

These Terms of Use, including our Privacy Policy, constitute the entire agreement between you and Passare regarding the Site and supersede any and all other terms, representations, promises or discussions. Only Passare has the authority to agree to amendments to these Terms of Use, and to be considered binding, any amendments must be in writing and executed by Passare. Questions or comments regarding this Site, including reports of non-functioning links, should be submitted using our “Contact Us” form or via U.S. mail to: Passare One Sansome Street, Suite 1500 San Francisco CA 94104 PASSARE MAY REVISE THESE TERMS OF USE BY UPDATING THIS POSTING February 17, 2014 PASSARE is a trademark of Passare, Inc. © 2014 Passare, Inc. All Rights Reserved.

© Copyright 2017 Passare, Inc. All Rights Reserved.