Terms of Service

MomSquawk, Inc. Terms of Service
Last updated March 15, 2007

1. GENERAL

This Terms of Service Agreement ("Agreement") governs your access and use of the MomSquawk, Inc. ("MomSquawk") website (the "Site"). By using or accessing the Site, you agree that you have read, understood, and accept this Agreement. Please read it very carefully and let us know if you have any questions. If you do not agree with any of the terms herein, you may not use the Site.

2. DESCRIPTION OF SITE

MomSquawk.com provides online information and community to new and expecting mothers, and consists of message boards, a blog, and other related content. MomSquawk basic membership is available to all registered users and consists of access to the basic read/write functionality of the blog and message board. MomSquawk premium membership is a service offered at a nominal charge to the user, and provides enhanced functionality of the message boards and access to additional content.

3. USE OF THE SITE

You may only use the Site for its intended purpose and solely in accordance with this Agreement. The Site is made available to you for your personal use only. You must be at least thirteen (13) years of age to use this Site. The Site may contain advertisements, links to other Internet sites and third-party resources. MomSquawk is not responsible for either the content of such resources or their availability or use. As part of your use of the Site, you provide registration information to MomSquawk. You warrant that all such registration information is accurate and truthful, and you agree to update such information as necessary. You may also be asked to choose or be assigned a user name and password. You are responsible for maintaining the confidentiality of such information. MomSquawk reserves the right to refuse service to anyone at any time without notice for any reason.

4. FEES AND PAYMENT

MomSquawk basic membership is offered free of charge. MomSquawk premium membership is offered on subscription options of either $3.95 per month, or $29.95 per year. Premium membership subscriptions will automatically renew on their date of expiration unless expressly canceled by the member.

5. USE RESTRICTIONS

You agree that you will use the Site in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Site to upload, transmit or otherwise distribute any content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by MomSquawk; (ii) upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Site; (iv) use the Site for any fraudulent or inappropriate purpose; (v) post adult-oriented material; or (vi) use the Site to facilitate sending "spam" or unsolicited commercial email. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. MomSquawk reserves the right, but shall have no obligation, to investigate your use of the Site in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.

6. CONTENT

You are responsible for the content of your postings on the Site, and any consequences of such postings. MomSquawk reserves the right to terminate your account if it becomes aware and determines, in its sole discretion, that you are violating any of the following guidelines.

MomSquawk may be used for personal use only. Without limiting the foregoing, you agree that you will not use MomSquawk for chain letters, research study or survey solicitations, junk mail, "spamming," commercial or non-commercial solicitations, or bulk communications of any kind, including but not limited to distribution lists to any person who has not given specific permission to be included in such list.

You further agree not to submit any posts or messages or otherwise place on the Site any message or material of any kind or nature that is unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene, profane, sexually oriented, racially offensive, inaccurate, or otherwise objectionable or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation, or encourage the use of controlled substances. For purposes of the immediately preceding sentence, "masked" vulgarity, obscenity or profanity is deemed to be equivalent to including the actual objectionable word, phrase or symbol in your post, message or otherwise. MomSquawk reserves the right to delete any such material from the Site. MomSquawk reserves the right to permit audience-appropriate adult content, including coarse language and suggestive dialogue, in certain forums of the message board; however, these forums will be clearly labeled as adult forums, and this content may be removed from these forums by MomSquawk at any time, and for any (or no) cause. MomSquawk will cooperate fully with any law enforcement officials and/or agencies in the investigation of any person or persons who violate this section.

You agree not to impersonate any other person or entity, whether actual or fictitious. You further agree not to use an inappropriate member name of any kind.

You agree not to post or use the Site to distribute or send any illegal material of any kind, including but not limited to, illegal material in the form of text, graphics, video, programs or audio. Posting content or participating in any form of discussion with the intention to commit any illegal activity is strictly prohibited.

You may not post to the Site, copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any material subject to any third party intellectual property rights.

By submitting content, which shall include your member name, to any "public area" of the Site, including message boards, forums, contests, personal websites and chat rooms, you grant MomSquawk a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any intellectual property rights that may exist in such content. You also warrant that the holder of any intellectual property rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any subscriber to access, display, view, store and reproduce such content for personal use. Subject to the foregoing, the owner of such content placed on the Site retains any and all intellectual property rights that may exist in such content.

Anything contained herein to the contrary notwithstanding, by submitting content to any message boards, chats, expert areas, question and answer forums, sweepstakes, contests or any other area on the site, you hereby expressly permit MomSquawk to identify you as the contributor of such content in any publication in any form, media or technology now known or later developed in connection with the content, unless you otherwise notify MomSquawk's legal department in writing at the time you submit the content that you do not wish to be identified.

7. ACCOUNT INACTIVITY

MomSquawk basic membership accounts will remain active as long as they are used at least once each calendar month. From time-to-time MomSquawk will check to identify inactive accounts and if an account is found to be inactive, MomSquawk will e-mail a warning to the account holder. If the account is still inactive 30 days after the mailing of such notice, the account will be deleted along with all of its contents. Once the account is deleted it cannot be recovered.

MomSquawk premium membership accounts will remain active for as long as the payment status on the account is current. Should payment not be made for a premium account, it will revert to a basic membership account, and the rules for those will apply.

8. INTELLECTUAL PROPERTY

MomSquawk shall own and retain all rights, title and interest in and to the Site, including all software and data related thereto. You acknowledge that the software and data related to the Site (including, without limitation, any usage data or derivative works thereof) are copyrighted by MomSquawk and may contain trade secrets or other intellectual property owned by MomSquawk. You agree that you will not copy, alter, modify, or create derivative works of the Site. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Site. MomSquawk does not grant you any licenses, express or implied, to the intellectual property of MomSquawk or its licensors except as expressly stated in this Agreement.

In the event you believe that material or content published on the Site may infringe on your copyright or that of another, please provide detailed written notice of such possible infringement to Email us .

9. PRIVACY

As a condition to using the Site, you agree to the terms of the MomSquawk Privacy Policy, located at http://www.momsquawk.com//privacy/, as it may be updated from time to time. In connection with your use of the Site, you agree and understand that MomSquawk may direct advertising content to you. This process is entirely automated and will not result in the disclosure of any of your personal information to the advertisers or other third parties without your consent. In addition, MomSquawk may collect usage data and other statistics resulting from your use of the Services. Such data will be used internally by MomSquawk, and may be provided to third parties only in aggregate or anonymous form.

10. REPRESENTATIONS AND WARRANTIES

You represent and warrant that (a) all of the information provided by you to MomSquawk to use the Site is correct and current; (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder; and (c) all content posted to the site is original to you and does not infringe the intellectual property rights of any third party.

11. LIMITATION OF LIABILITY

THE SERVICE IS PROVIDED "AS IS" AND MOMSQUAWK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND NON-INTERFERENCE. UNDER NO CIRCUMSTANCES SHALL MOMSQUAWK BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR LOST PROFITS, OR ANY CLAIM MADE BY A THIRD PARTY OR MADE BY YOU FOR A THIRD PARTY, ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICE OR THE CONTENT CONTAINED THEREIN, EVEN IF MOMSQUAWK KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF ANY SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER DAMAGES ARE SOUGHT AS A TORT CLAIM (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), A CONTRACT CLAIM, OR ANY OTHER CLAIM AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES OR COUNTRIES, SOME EXCLUSIONS OR LIMITATIONS CONTAINED HEREIN MAY NOT APPLY TO YOU.

All contents of the MomSquawk Site, including text, graphics, and all other material contained on the MomSquawk Site ("Content") are for informational purposes only. The content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE MOMSQUAWK SITE.

You agree to hold harmless and indemnify MomSquawk and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Site, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature.

12. MODIFICATIONS

This Agreement may be modified by MomSquawk at any time by updating and posting a new version on MomSquawk's website. By using the Site, you agree to be bound by the terms and conditions of the version of this Agreement that is in force during such use.

13. TERM AND TERMINATION

This Agreement is effective as of the date of your first access or use of the Site, and shall remain in effect for the duration of your access or use. This Agreement shall automatically terminate upon your breach of the Agreement. MomSquawk reserves the right to terminate your account and this Agreement by notifying you in writing. Likewise, you may terminate your account and this Agreement by notifying MomSquawk in writing.

14. GOVERNING LAW

THIS AGREEMENT AND YOUR USE OF THE SITE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

15. GENERAL

The state or federal courts sitting in Travis County, Texas shall have exclusive jurisdiction and venue over any dispute arising out of this agreement and sale, and you hereby consent to the jurisdiction of such courts. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.