“Account” refers to the Service plans and features selected by Recipient through Provider’s customer portal at the time of enrollment and accepted by Provider, as such plans and features may change by mutual consent of the parties, as recorded by Provider through such portal.
“IP” means Intellectual Property, and includes copyright, trademark and trade secrets.
“Service” refers to Provider’s Vision Prize incentivized expert polling and prediction system. The Service includes such features as are set forth on Provider’s website http://visionprize.com/, as Provider may change such features from time to time, in its sole discretion.
“Site” refers to Provider’s website, located at http://visionprize.com/.
4.1 Term. This Agreement will continue until terminated by either party as specifically authorized herein.
4.2 Termination by User. You may terminate this agreement at any time by deleting your Account through your account preferences page, and by ceasing to use the Service and the Site.
4.3 Termination by Provider. Provider may terminate this Agreement for any reason or for no reason by providing you 30 days' notice as set forth below.
4.4 Agreement Provisions that Survive Termination. The following provisions will survive termination of this Agreement: (i) the sections relating to data use, retention and deletion, indemnity, limitation of liability, and arbitration; and (ii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
5.1 Changes to the Site and the Service. Provider reserves the right to modify, suspend or discontinue, at any time and from time to time, the Services or any part thereof, or User’s access to the Services. Provider reserves the right to modify, suspend or delete the Site or any part of the Site, with or without notice. You acknowledge and agree that Provider shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or any modification, suspension or deletion of the Site.
5.2 Player Role Designation. Provider reserves the right, in its sole discretion, to determine which participants in the Service will be designated as Members and which will be designated as Experts. Information on the Site regarding the designation of participants as Members or Experts is provided by way of example only.
5.3 Termination of Services for Cause. Provider may cease providing the Services to you, and may revoke your right to access the Services and the Site immediately upon notice to you in the event that:
(1) You violate, or Provider has reason to believe you have violated, the Acceptable Use Policy, below;
(2) Provider determines that its provision of any of the Services to you is prohibited by applicable law, or has become impractical for any legal or compliance reason.
Provider may cease providing the Services to you five (5) days following Provider’s provision of notice to you in accordance with the notice provisions set forth below if you breach any other provision of this Agreement and fail, as determined by Provider, in its sole discretion, to cure such breach within the 5-day period.
6.1 Acceptable Use Policy. Vision Prize is an expert polling and prediction system designed to find answers to important questions about climate risks and other questions. The system is for academic and entertainment use only. Using the Service for any other purpose is a violation of the Acceptable Use Policy. Additionally, attempting to manipulate the system may be considered a violation of the Acceptable Use Policy.
In the event of your material breach of the Acceptable Use Policy, including without limitation any copyright infringement, Provider may suspend or terminate your access to the Service, in addition to such other remedies as Provider may have at law or pursuant to this Agreement. This Agreement does not require that Provider take any action against User or any other customer for violating the Acceptable Use Policy, but Provider is free to take any such action it sees fit.
7.1 Content. Provider may include various written or graphical materials in the course of providing the Service, including but not limited to text, data, graphs, charts, photographs, illustrations, and designs. This content may be the protected IP of Provider or third parties. You do not acquire any right, title, or interest in or to such content, except the limited and temporary right to use it in the course of your use of the Service.
7.2 IP in General. Provider retains all right, title, and interest in and to the Service, and this Agreement does not grant User any intellectual property rights in or to the Service or any of its components, except for IP materials specifically released under a Creative Commons license, and specifically marked as such. Provider also retains all applicable IP rights to any comments, suggestions or feature requests submitted by you or any Users.
7.4 Trademarks. User is hereby granted the right to use Provider’s trademarks, including Provider’s name and logo, solely in relation to and in reference of User’s use of the Service. All uses of Provider’s trademarks and the goodwill associated with them shall inure to the benefit of Provider.
7.5 Copyright & DMCA. If you believe that your copyrighted work has been posted on the Site without permission and outside of the fair use exceptions in 17 U.S.C. §107, send a proper DMCA notice to email@example.com or Vision Prize Box 7775 #20915, San Francisco, CA USA 94120.
8.1 User’s Identity. You represent that you have provided truthful and accurate information about your identity in your User Account registration and profile. You also represent that you are an individual 18 years old or older.
8.2 Right to Do Business. You represent that you have authority to enter into, execute and perform the obligations under this Agreement. Each User hereby warrants that if it is a corporation or other legal entity, User is validly formed and existing under the laws of its jurisdiction and has duly authorized its agent or agents to enter into this Agreement and, if an individual, User is of the age of majority in his or her place of residence.
8.3 Limitation of Liability. In no event will Provider be liable for any damages, including consequential, indirect, special, incidental, or punitive damages arising from any use of the Service. The limitations of liability in this section apply to liability for negligence, apply regardless of the form of action and apply even if Provider is made aware in advance of the possibility of the damages in question and even if such damages were foreseeable. The limitations of liability also apply even if User’s remedies fail of their essential purpose. Notwithstanding the foregoing, some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages in certain circumstances, and so the foregoing limitation and exclusions may not apply to User to that extent.
8.4 Disclaimers. The Service is provided “as is” and “as available,” and Provider makes no warranties, either express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement of intellectual property rights or any implied warranties. The information provided via the Service is provided &ldquoas is&rdquo and Provider makes no warranties whatsoever regarding the accuracy of the information presented via the Service or the predictions made. Provider has no obligation to indemnify or defend User against claims related to infringement of intellectual property rights; and Provider does not warrant that the Service will perform without error or interruption. Provider shall not be liable for the quality or accuracy of information provided by User or third parties for or via the Site.
8.5 Embargoed Countries and Specially Designated Nationals. The Service is not available for Users located in a country embargoed by the United States, or who are on the U.S Treasury Department’s list of Specially Designated Nationals. You represent and warrant that you are not on the U.S. Treasury Department’s list of Specially Designated Nationals, and that you are not located in a country embargoed by the United States.
Indemnification. At your own expense, you agree that you will indemnify and hold harmless Provider from and against all claims, demands, losses, costs, penalties, damages, judgments and suits, brought against Provider arising from, in connection with, or incident to the performance of, or failure to perform the provisions of this Agreement by you, your agents, employees or assigns. The above indemnity obligation does not include claims, costs damages or expenses that may be caused by the sole responsibility of Provider. Additionally, if the claims or damages are caused by or result from the concurrent negligence of User and Provider, this indemnity provision shall be valid and enforceable only to the extent of your negligence and the negligence of your agents, employees or assigns.
10.1 Notices. Provider may send notices pursuant to this Agreement to User’s email address listed in User’s Account, and such notices will be deemed received three days after they are sent. User may send notices pursuant to this Agreement to firstname.lastname@example.org and such notices will be deemed received three days after they are sent.
10.3 No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an Authorized Representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
10.4 Force Majeure. To the extent caused by act of God, no delay, failure, or default will constitute a breach of this Agreement.
10.5 Assignment & Successors. You may not assign this agreement without prior written consent, which may be withheld at Provider’s sole discretion. Provider may assign this agreement at any time without notice to you.
10.6 Applicable Law - California. This Agreement has been made, executed and delivered in California. The parties mutually stipulate and agree that this Agreement is in all respects (including, but not limited to, all matters of interpretation, validity, performance and breach) to be exclusively construed, governed and enforced in accordance with the laws of California and all applicable federal laws of the United States of America, as from time to time amended and in effect. The parties agree that the Uniform Commercial Code - Article 2 Sales, the United Nations Convention on Contracts for the International Sale of Goods, and the Electronic Signatures in Global and National Commerce Act shall not apply in any respect to this Agreement or the parties. In any litigation between the parties, the prevailing party shall be entitled to, and the court shall award, reimbursement of such party’s reasonable attorneys' fees and costs. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of San Francisco, California USA.
10.7 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
10.8 Certain Notices. Pursuant to 47 U.S.C. Section 230(d), Provider hereby notifies Recipient that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. Information regarding providers of such protections may be found on the Internet by searching “parental control protection” or similar terms.
10.10 Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.
10.11 The use of the terms “includes” and “including”, and similar terms, shall be deemed not to limit what else might be included.
Revised: September 14, 2011