This Sproutnova Web Site Agreement (the 'Agreement') is between you and Sproutnova. Use of Sproutnova signifies your agreement to the terms and conditions of use set forth below in the Agreement:
(1) You acknowledge that you have read the terms and conditions of use and that you accept the terms thereof. YOU AGREE TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING Sproutnova. If you do not agree to these terms and conditions of use, you may not access or otherwise use Sproutnova.
(2) Sproutnova may monitor your use of Sproutnova, and may freely use and disclose any information and materials received from you or collected through your use of Sproutnova for any lawful reason or purpose.
(3) Sproutnova reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on Sproutnova.
(4) Sproutnova is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. The contents of Sproutnova are only for your personal, non-commercial use. All materials contained on Sproutnova are protected by copyright, and are owned or controlled by Sproutnova or the party credited as the provider of the Content. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content on Sproutnova. You may download and make copies of the Content and other downloadable items displayed on Sproutnova for personal, noncommercial use only, provided that you maintain all copyright and other notices contained in such Content. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without the prior written permission from Sproutnova or the copyright holder identified in the individual Contents copyright notice.
(5) Sproutnova may change, suspend or discontinue any aspect of Sproutnova at any time, including the availability of any Sproutnova Web Site feature, database, or Content. Sproutnova may also impose limits on certain features and services or restrict your access to parts or all of Sproutnova without notice or liability.
(6) You represent, warrant and covenant that: (a) you shall not upload, post or transmit to or distribute or otherwise publish through Sproutnova any materials which (i) restrict or inhibit any other user from using and enjoying Sproutnova, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate, plagiarize or infringe the fights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus or other harmful component, (vi) contain any information, software or other material of a commercial nature, (vii) contain advertising of any kind, or (viii) constitute or contain false or misleading indications of origin or statements of fact; and (b) that you are at least eighteen (18) years old.
(7) You hereby agree to indemnify, defend and hold Sproutnova, and all its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the 'Indemnified Parties') harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of the Agreement or the foregoing representations, warranties and covenants, including, without limitation, attorneys fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. Sproutnova reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Sproutnova.
(8) Sproutnova contains links and pointers to the other related World Wide Web Internet sites, resources, and sponsors of Sproutnova. Links to and from Sproutnova to other third party sites, maintained by third parties, do not constitute an endorsement by Sproutnova or any of its subsidiaries or affiliates of any third party resources, or their contents.
(9) Sproutnova does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through Sproutnova. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. Sproutnova reserves the right, in its sole discretion, to correct any errors or omissions in any portion of Sproutnova.
(10) Sproutnova does not and cannot review all materials posted to Sproutnova by users, and Sproutnova is not responsible for any such materials posted by users. However, Sproutnova reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Sproutnova's sole discretion are objectionable or in violation of this Agreement.
(11) Sproutnova, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH Sproutnova, IS PROVIDED 'AS IS.' TO THE FULLEST EXTENT PERMISSIBLE BY LAW, Sproutnova AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON Sproutnova OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH Sproutnova, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH Sproutnova OR ANY LINKED SITE. FURTHER, Sproutnova AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sproutnova DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN Sproutnova OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT Sproutnova OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Sproutnova AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF Sproutnova, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
(12) By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively 'Communications') to Sproutnova, you hereby grant to Sproutnova a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter developed. You hereby waive all rights to any claim against Sproutnova for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.
(13) You acknowledge that transmission to and from Sproutnova are not confidential and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to Sproutnova, no confidential, fiduciary, contractually implied or other relationship is created between you and Sproutnova other than pursuant to this Agreement.
(14) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE STATE OF IOWA.
(15) This Agreement constitutes the entire agreement between Sproutnova and you with respect to your use of Sproutnova. Any cause of action you may have with respect to your use of Sproutnova must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. Sproutnova disclaims any and all responsibility for content contained in any third party materials provided through links from the Sproutnova Interact site.