TERMS & CONDITIONS
Last updated November 15, 2021.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
AGREEMENT TO TERMS
These Terms and Conditions constitute a legally binding agreement made between you, whether
personally or on behalf of an entity (“you”) and Eclipse Business Development (“we,” “us” or “our”), concerning your
access to and use of the eclipsebdllc.com website as well as any other media form, media channel,
mobile website or mobile application related, linked, or otherwise connected thereto (collectively,
the “Site”). You agree that by accessing the Site, you have read, understood, and agree to be bound
by all of these Terms and Conditions Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS and
CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE
IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are
hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to
make changes or modifications to these Terms and Conditions at any time and for any reason. We will
alert you about any changes by updating the “Last updated” date of these Terms and Conditions and
you waive any right to receive specific notice of each such change. It is your responsibility to
periodically review these Terms and Conditions to stay informed of updates. You will be subject to,
and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms
and Conditions by your continued use of the Site after the date such revised Terms are posted.
The information provided on the Site is not intended for distribution to or use by any person or
entity in any jurisdiction or country where such distribution or use would be contrary to law or
regulation or which would subject us to any registration requirement within such jurisdiction or
country. Accordingly, those persons who choose to access the Site from other locations do so on
their own initiative and are solely responsible for compliance with local laws, if and to the extent
local laws are applicable.
The Site is intended for users who are at least 13 years of age. All users who are minors in the
jurisdiction in which they reside (generally under the age of 18) must have the permission of, and
be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must
have your parent or guardian read and agree to these Terms of Use prior to you using the Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and graphics on the Site
(collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the
“Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and
trademark laws and various other intellectual property rights and unfair competition laws of the
United States, foreign jurisdictions, and international conventions. The Content and the Marks are
provided on the Site “AS IS” for your information and personal use only. Except as expressly
provided in these Terms of Use, no part of the Site and no Content or Marks may be copied,
reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated,
transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose
whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use
the Site and to download or print a copy of any portion of the Content to which you have properly
gained access solely for your personal, non-commercial use. We reserve all rights not expressly
granted to you in and to the Site, Content and the Marks.
USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) all registration information you submit will
be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and
promptly update such registration information as necessary; (3) you have the legal capacity and you
agree to comply with these Terms of Use; (4) not a minor in the jurisdiction in which you reside, or
if a minor, you have received parental permission to use the Site; (6) you will not access the Site
through automated or non-human means, whether through a bot, script or otherwise; (7) you will not
use the Site for any illegal or unauthorized purpose; and (8) your use of the Site will not violate
any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the
right to suspend or terminate your account and refuse any and all current or future use of the Site
(or any portion thereof).
USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and will
be responsible for all use of your account and password. We reserve the right to remove, reclaim, or
change a username you select if we determine, in our sole discretion, that such username is
inappropriate, obscene, or otherwise objectionable.
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site
available. The Site may not be used in connection with any commercial endeavors except those that
are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
Systematically retrieve data or other content from the Site to create or compile, directly or
indirectly, a collection, compilation, database, or directory without written permission from us.
Make any unauthorized use of the Site, including collecting usernames and/or email addresses of
users by electronic or other means for the purpose of sending unsolicited email, or creating user
accounts by automated means or under false pretenses.
Use a buying agent or purchasing agent to make purchases on the Site.
Use the Site to advertise or offer to sell goods and services.
Circumvent, disable, or otherwise interfere with security-related features of the Site, including
features that prevent or restrict the use or copying of any Content or enforce limitations on the
use of the Site and/or the Content contained therein.
Engage in unauthorized framing of or linking to the Site.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account
information such as user passwords;
make improper use of our support services or submit false reports of abuse or misconduct.
Engage in any automated use of the system, such as using scripts to send comments or messages, or
using any data mining, robots, or similar data gathering and extraction tools.
Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected
to the Site.
Attempt to impersonate another user or person or use the username of another user.
sell or otherwise transfer your profile.
Use any information obtained from the Site in order to harass, abuse, or harm another person.
Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content
for any revenue-generating endeavor or commercial enterprise.
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way
making up a part of the Site.
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or
any portion of the Site.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any
portion of the Site to you.
Delete the copyright or other proprietary rights notice from any Content.
copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or
other code.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material,
including excessive use of capital letters and spamming (continuous posting of repetitive text),
that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs,
disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the
Site.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or
active information collection or transmission mechanism, including without limitation, clear
graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices
(sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Except as may be the result of standard search engine or Internet browser usage, use, launch,
develop, or distribute any automated system, including without limitation, any spider, robot, cheat
utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized
script or other software.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
use the Site in a manner inconsistent with any applicable laws or regulations.
USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online
forums, and other functionality, and may provide you with the opportunity to create, submit, post,
display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the
Site, including but not limited to text, writings, video, audio, photographs, graphics, comments,
suggestions, or personal information or other material (collectively, "Contributions").
Contributions may be viewable by other users of the Site and through third-party websites. As such,
any Contributions you transmit may be treated as non-confidential and non-proprietary. When you
create or make available any Contributions, you thereby represent and warrant that:
the creation, distribution, transmission, public display, or performance, and the accessing,
downloading, or copying of your Contributions do not and will not infringe the proprietary rights,
including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any
third party.
you are the creator and owner of or have the necessary licenses, rights, consents, releases, and
permissions to use and to authorize us, the Site, and other users of the Site to use your
Contributions in any manner contemplated by the Site and these Terms of Use.
you have the written consent, release, and/or permission of each and every identifiable individual
person in your Contributions to use the name or likeness of each and every such identifiable
individual person to enable inclusion and use of your Contributions in any manner contemplated by
the Site and these Terms of Use.
your Contributions are not false, inaccurate, or misleading.
your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid
schemes, chain letters, spam, mass mailings, or other forms of solicitation.
your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us).
your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
your Contributions do not advocate the violent overthrow of any government or incite, encourage, or
threaten physical harm against another.
your Contributions do not violate any applicable law, regulation, or rule.
your Contributions do not violate the privacy or publicity rights of any third party.
your Contributions do not contain any material that solicits personal information from anyone under
the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
your Contributions do not violate any federal or state law concerning child pornography, or
otherwise intended to protect the health or well-being of minors;
your Contributions do not contain obscene (i.e. pornographic) language, video or images.
your Contributions do not include any offensive comments that are connected to race, national
origin, gender, sexual preference, or physical handicap.
your Contributions do not otherwise violate, or link to material that violates, any provision of
these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in,
among other things, termination or suspension of your rights to use the Site.
CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site or making Contributions accessible to the Site
by linking your account from the Site to any of your social networking accounts, you automatically
grant, and you represent and warrant that you have the right to grant, to us an unrestricted,
unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide
right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast,
retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit,
excerpt (in whole or in part), and distribute such Contributions (including, without limitation,
your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare
derivative works of, or incorporate into other works, such Contributions, and grant and authorize
sublicenses of the foregoing. The use and distribution may occur in any media formats and through
any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and
includes our use of your name, company name, and franchise name, as applicable, and any of the
trademarks, service marks, trade names, logos, and personal and commercial images you provide. You
waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise
been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your
Contributions and any intellectual property rights or other proprietary rights associated with your
Contributions. We are not liable for any statements or representations in your Contributions
provided by you in any area on the Site. You are solely responsible for your Contributions to the
Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any
legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any
Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on
the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without
notice. We have no obligation to monitor your Contributions.
GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must
comply with the following criteria: (1) you should have firsthand experience with the person/entity
being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist,
offensive, or hate language; (3) your reviews should not contain discriminatory references based on
religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4)
your reviews should not contain references to illegal activity; (5) you should not be affiliated
with competitors if posting negative reviews; (6) you should not make any conclusions as to the
legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not
organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to
screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate.
Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of
our affiliates or partners. We do not assume liability for any review or for any claims,
liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a
perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right
and license to reproduce, modify, translate, transmit by any means, display, perform, and/or
distribute all content relating to reviews.
MOBILE APPLICATION LICENSE
Use License
If you access the Site via a mobile application, then we grant you a revocable, non-exclusive,
non-transferable, limited right to install and use the mobile application on wireless electronic
devices owned or controlled by you, and to access and use the mobile application on such devices
strictly in accordance with the terms and conditions of this mobile application license contained in
these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive
the source code of, or decrypt the application; (2) make any modification, adaptation, improvement,
enhancement, translation, or derivative work from the application; (3) violate any applicable laws,
rules, or regulations in connection with your access or use of the application; (4) remove, alter,
or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or
the licensors of the application; (5) use the application for any revenue generating endeavor,
commercial enterprise, or other purpose for which it is not designed or intended; (6) make the
application available over a network or other environment permitting access or use by multiple
devices or users at the same time; (7) use the application for creating a product, service, or
software that is, directly or indirectly, competitive with or in any way a substitute for the
application; (8) use the application to send automated queries to any website or to send any
unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or
our other intellectual property in the design, development, manufacture, licensing, or distribution
of any applications, accessories, or devices for use with the application.
Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or
Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our
mobile application is limited to a non-transferable license to use the application on a device that
utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage
rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for
providing any maintenance and support services with respect to the mobile application as specified
in the terms and conditions of this mobile application license contained in these Terms of Use or as
otherwise required under applicable law, and you acknowledge that each App Distributor has no
obligation whatsoever to furnish any maintenance and support services with respect to the mobile
application; (3) in the event of any failure of the mobile application to conform to any applicable
warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with
its terms and policies, may refund the purchase price, if any, paid for the mobile application, and
to the maximum extent permitted by applicable law, the App Distributor will have no other warranty
obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i)
you are not located in a country that is subject to a U.S. government embargo, or that has been
designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on
any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable
third-party terms of agreement when using the mobile application, e.g., if you have a VoIP
application, then you must not be in violation of their wireless data service agreement when using
the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party
beneficiaries of the terms and conditions in this mobile application license contained in these
Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted
the right) to enforce the terms and conditions in this mobile application license contained in these
Terms of Use against you as a third-party beneficiary thereof.
SOCIAL MEDIA
As part of the functionality of the Site, you may link your account with online accounts you have
with third-party service providers (each such account, a “Third-Party Account”) by either: (1)
providing your Third-Party Account login information through the Site; or (2) allowing us to access
your Third-Party Account, as is permitted under the applicable terms and conditions that govern your
use of each Third-Party Account. You represent and warrant that you are entitled to disclose your
Third-Party Account login information to us and/or grant us access to your Third-Party Account,
without breach by you of any of the terms and conditions that govern your use of the applicable
Third-Party Account, and without obligating us to pay any fees or making us subject to any usage
limitations imposed by the third-party service provider of the Third-Party Account. By granting us
access to any Third-Party Accounts, you understand that (1) we may access, make available, and store
(if applicable) any content that you have provided to and stored in your Third-Party Account (the
“Social Network Content”) so that it is available on and through the Site via your account,
including without limitation any friend lists and (2) we may submit to and receive from your
Third-Party Account additional information to the extent you are notified when you link your account
with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the
privacy settings that you have set in such Third-Party Accounts, personally identifiable information
that you post to your Third-Party Accounts may be available on and through your account on the Site.
Please note that if a Third-Party Account or associated service becomes unavailable or our access to
such Third-Party Account is terminated by the third-party service provider, then Social Network
Content may no longer be available on and through the Site. You will have the ability to disable the
connection between your account on the Site and your Third-Party Accounts at any time. PLEASE NOTE
THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY
ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no
effort to review any Social Network Content for any purpose, including but not limited to, for
accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content.
You acknowledge and agree that we may access your email address book associated with a Third-Party
Account and your contacts list stored on your mobile device or tablet computer solely for purposes
of identifying and informing you of those contacts who have also registered to use the Site. You can
deactivate the connection between the Site and your Third-Party Account by contacting us using the
contact information below or through your account settings (if applicable). We will attempt to
delete any information stored on our servers that was obtained through such Third-Party Account,
except the username and profile picture that become associated with your account.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other
information regarding the Site ("Submissions") provided by you to us are non-confidential and shall
become our sole property. We shall own exclusive rights, including all intellectual property rights,
and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful
purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive
all moral rights to any such Submissions, and you hereby warrant that any such Submissions are
original with you or that you have the right to submit such Submissions. You agree there shall be no
recourse against us for any alleged or actual infringement or misappropriation of any proprietary
right in your Submissions.
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party
Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video,
information, applications, software, and other content or items belonging to or originating from
third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not
investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are
not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content
posted on, available through, or installed from the Site, including the content, accuracy,
offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the
Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or
installation of any Third-Party Websites or any Third-Party Content does not imply approval or
endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to
use or install any Third-Party Content, you do so at your own risk, and you should be aware these
Terms of Use no longer govern. You should review the applicable terms and policies, including
privacy and data gathering practices, of any website to which you navigate from the Site or relating
to any applications you use or install from the Site. Any purchases you make through Third-Party
Websites will be through other websites and from other companies, and we take no responsibility
whatsoever in relation to such purchases which are exclusively between you and the applicable third
party. You agree and acknowledge that we do not endorse the products or services offered on
Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such
products or services. Additionally, you shall hold us harmless from any losses sustained by you or
harm caused to you relating to or resulting in any way from any Third-Party Content or any contact
with Third-Party Websites.
ADVERTISERS
We allow advertisers to display their advertisements and other information in certain areas of the
Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall
take full responsibility for any advertisements you place on the Site and any services provided on
the Site or products sold through those advertisements. Further, as an advertiser, you warrant and
represent that you possess all rights and authority to place advertisements on the Site, including,
but not limited to, intellectual property rights, publicity rights, and contractual rights. As an
advertiser, you agree that such advertisements are subject to our Digital Millennium Copyright Act
(“DMCA”) Notice and Policy provisions as described below, and you understand and agree there will be
no refund or other compensation for DMCA takedown-related issues. We simply provide the space to
place such advertisements, and we have no other relationship with advertisers.
SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms
of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the
law or these Terms of Use, including without limitation, reporting such user to law enforcement
authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit
the availability of, or disable (to the extent technologically feasible) any of your Contributions
or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to
remove from the Site or otherwise disable all files and content that are excessive in size or are in
any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect
our rights and property and to facilitate the proper functioning of the Site.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy. By using the Site, you
agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be
advised the Site is hosted in the United States. If you access the Site from the European Union,
Asia, or any other region of the world with laws or other requirements governing personal data
collection, use, or disclosure that differ from applicable laws in the United States, then through
your continued use of the Site or Services, you are transferring your data to the United States, and
you expressly consent to have your data transferred to and processed in the United States. Further,
we do not knowingly accept, request, or solicit information from children or knowingly market to
children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we
receive actual knowledge that anyone under the age of 13 has provided personal information to us
without the requisite and verifiable parental consent, we will delete that information from the Site
as quickly as is reasonably practical.
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
Notifications
We respect the intellectual property rights of others. If you believe that any material available on
or through the Site infringes upon any copyright you own or control, please immediately notify us
using the contact information provided below (a “Notification”). A copy of your Notification will be
sent to the person who posted or stored the material addressed in the Notification. Please be
advised that pursuant to federal law you may be held liable for damages if you make material
misrepresentations in a Notification. Thus, if you are not sure that material located on or linked
to by the Site infringes your copyright, you should consider first contacting an attorney.
All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the
following information: (1) A physical or electronic signature of a person authorized to act on
behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the
copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are
covered by the Notification, a representative list of such works on the Site; (3) identification of
the material that is claimed to be infringing or to be the subject of infringing activity and that
is to be removed or access to which is to be disabled, and information reasonably sufficient to
permit us to locate the material; (4) information reasonably sufficient to permit us to contact the
complaining party, such as an address, telephone number, and, if available, an email address at
which the complaining party may be contacted; (5) a statement that the complaining party has 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; and (6) a statement that the information in the notification is
accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of
the owner of an exclusive right that is allegedly infringed upon.
Counter Notification
If you believe your own copyrighted material has been removed from the Site as a result of a mistake
or misidentification, you may submit a written counter notification to us using the contact
information provided below (a “Counter Notification”). To be an effective Counter Notification under
the DMCA, your Counter Notification must include substantially the following: (1) identification of
the material that has been removed or disabled and the location at which the material appeared
before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the
Federal District Court in which your address is located, or if your address is outside the United
States, for any judicial district in which we are located; (3) a statement that you will accept
service of process from the party that filed the Notification or the party's agent; (4) your name,
address, and telephone number; (5) a statement under penalty of perjury that you have a good faith
belief that the material in question was removed or disabled as a result of a mistake or
misidentification of the material to be removed or disabled; and (6) your physical or electronic
signature.
If you send us a valid, written Counter Notification meeting the requirements described above, we
will restore your removed or disabled material, unless we first receive notice from the party filing
the Notification informing us that such party has filed a court action to restrain you from engaging
in infringing activity related to the material in question. Please note that if you materially
misrepresent that the disabled or removed content was removed by mistake or misidentification, you
may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification
constitutes perjury.
COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on
or through the Site infringes upon any copyright you own or control, please immediately notify us
using the contact information provided below (a “Notification”). A copy of your Notification will be
sent to the person who posted or stored the material addressed in the Notification. Please be
advised that pursuant to federal law you may be held liable for damages if you make material
misrepresentations in a Notification. Thus, if you are not sure that material located on or linked
to by the Site infringes your copyright, you should consider first contacting an attorney.
TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING
ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND
WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP
ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH
OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE
LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of any third party,
even if you may be acting on behalf of the third party. In addition to terminating or suspending
your account, we reserve the right to take appropriate legal action, including without limitation
pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any
reason at our sole discretion without notice. However, we have no obligation to update any
information on our Site. We also reserve the right to modify or discontinue all or part of the Site
without notice at any time. We will not be liable to you or any third party for any modification,
price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software,
or other problems or need to perform maintenance related to the Site, resulting in interruptions,
delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or
otherwise modify the Site at any time or for any reason without notice to you. You agree that we
have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to
access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of
Use will be construed to obligate us to maintain and support the Site or to supply any corrections,
updates, or releases in connection therewith.
GOVERNING LAW
These Terms of Use and your use of the Site are governed by and construed in accordance with the
laws of the State of Utah applicable to agreements made and to be entirely performed within the
State/Commonwealth of Utah, without regard to its conflict of law principles.
DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these
Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or us
(individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to
negotiate any Dispute (except those Disputes expressly provided below) informally for at least 60
days before initiating arbitration. Such informal negotiations commence upon written notice from one
Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except
those Disputes expressly excluded below) will be finally and exclusively resolved by binding
arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT
AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial
Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s
Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are
available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator
compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA
Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by
phone, or online. The arbitrator will make a decision in writing, but need not provide a statement
of reasons unless requested by either Party. The arbitrator must follow applicable law, and any
award may be challenged if the arbitrator fails to do so. Except where otherwise required by the
applicable AAA rules or applicable law, the arbitration will take place in Utah County, Utah. Except
as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay
proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award
entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be
commenced or prosecuted in the state and federal courts located in Utah County, Utah, and the
Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non
conveniens with respect to venue and jurisdiction in such state and federal courts. Application of
the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform
Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced
more than 5 years after the cause of action arose. If this provision is found to be illegal or
unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of
competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to
submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties
individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other
proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action
basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute
to be brought in a purported representative capacity on behalf of the general public or any other
persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning
informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or
concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute
related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use;
and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable,
then neither Party will elect to arbitrate any Dispute falling within that portion of this provision
found to be illegal or unenforceable and such Dispute shall be decided by a court of competent
jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the
personal jurisdiction of that court.
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or omissions
that may relate to the Site, including descriptions, pricing, availability, and various other
information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or
update the information on the Site at any time, without prior notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE
SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE
SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR
RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL
INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE
SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY
CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY
CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE,
GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD
PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN
ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR
MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS
WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE
YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR
ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING
LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF
WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE
ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING
THE ONE MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $500.00. CERTAIN STATE LAWS DO NOT
ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE
LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU
MAY HAVE ADDITIONAL RIGHTS.]
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and
all of our respective officers, agents, partners, and employees, from and against any loss, damage,
liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third
party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these
Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use;
(5) your violation of the rights of a third party, including but not limited to intellectual
property rights; or (6) any overt harmful act toward any other user of the Site with whom you
connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to
assume the exclusive defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable
efforts to notify you of any such claim, action, or proceeding which is subject to this
indemnification upon becoming aware of it.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as
well as data relating to your use of the Site. Although we may perform regular routine backups of
data, you are solely responsible for all data that you transmit or that relates to any activity you
have undertaken using the Site. You agree that we shall have no liability to you for any loss or
corruption of any such data, and you hereby waive any right of action against us arising from any
such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and you agree that all agreements,
notices, disclosures, and other communications we provide to you electronically, via email and on
the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO
THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY
OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You
hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other
laws in any jurisdiction which require an original signature or delivery or retention of
non-electronic records, or to payments or the granting of credits by any means other than electronic
means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance
Unit of the Division of Consumer Services of the California Department of Consumer Affairs in
writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at
(800) 952-5210 or (916) 445-1254.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site constitute the
entire agreement and understanding between you and us. Our failure to exercise or enforce any right
or provision of these Terms of Use shall not operate as a waiver of such right or provision. These
Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our
rights and obligations to others at any time. We shall not be responsible or liable for any loss,
damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision
or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable,
that provision or part of the provision is deemed severable from these Terms of Use and does not
affect the validity and enforceability of any remaining provisions. There is no joint venture,
partnership, employment or agency relationship created between you and us as a result of these Terms
of Use or use of the Site. You agree that these Terms of Use will not be construed against us by
virtue of having drafted them. You hereby waive any and all defenses you may have based on the
electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these
Terms of Use.
CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use
of the Site, please contact us at:
Eclipse Business Development
support@eclipsebdllc.com