Michels, Pehrson, Ricks and Associates, Inc. (“whereRyoupartners” or “we”) operates whereRyoupartners.com, which is a directory of travel writers, agencies, tour guides, and accommodation providers. These travel writers, agencies, tour guides, and accommodation providers are given access to be a partner based on mutual link sharing. There is no agency relationship between whereRyoupartners and any of the partners listed on the site. The services offered by whereRyoupartners.com include any whereRyoupartners-branded URL (the "whereRyoupartners Website"), WhereRyoupartners mobile services, and any other features, content, or applications offered from time to time by whereRyoupartners in connection with whereRyoupartners’s business (collectively, the "whereRyoupartners Services").
This Agreement includes whereRyoupartners's policy for acceptable use of the whereRyoupartners Services and Content posted on or through the whereRyoupartners Services and your rights, obligations and restrictions regarding your use of the whereRyoupartners Services and Content posted on or through the whereRyoupartners Services. In order to participate in certain whereRyoupartners Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from whereRyoupartners. Unless otherwise provided by the additional terms and conditions applicable to the whereRyoupartners Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.
whereRyoupartners may modify this Agreement from time to time and such modification shall be effective upon posting by whereRyoupartners on the whereRyoupartners Website. Your continued use of the whereRyoupartners Services after whereRyoupartners posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.whereRyoupartners reserves the right, in its sole discretion, to reject, remove, or to deny, restrict, suspend, or terminate your partners page and whereRyoupartners Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. whereRyoupartners expressly reserves the right to remove your partners listing and partners page and restrict, suspend, or terminate your access to all or any part of the whereRyoupartners Services if whereRyoupartners determines, in its sole discretion, that you have violated this Agreement or pose a threat to whereRyoupartners and/or its Users.
Eligibility. Use of the whereRyoupartners Services and registration to be a partner for the whereRyoupartners Services (“Partner”) is void where prohibited. By using the whereRyoupartners Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are a authorized representative of the company and can bind the company in this agreement; and (d) your use of the whereRyoupartners Services does not violate any applicable law or regulation. Misrepresentation of partnership services is prohibited. Partners who receive internet traffic from whereRyoupartners agree to provide their services to whereRyoupartners users according to offerings made by Partners. whereRyoupartners does not collect and fees or perform any services for whereRyoupartners Partners and assumes no liability for any transactions between Partners and Users.
Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the whereRyoupartners Services or are a Partner. You may terminate your Partnership at any time, for any reason, by requesting that the linkage and partner page be deleted. The deletion of the page will be preformed over the thirty (30) days after the request is made. whereRyoupartners may terminate your Partnership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Partnership is terminated, this Agreement will remain in effect, including Sections 5-17.
Fees. You acknowledge that whereRyoupartners reserves the right to charge for any portion of the whereRyoupartners Services and to change its fees (if any) from time to time in its discretion. If whereRyoupartners terminates your Partnership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).
Use by Users. The whereRyoupartners Services are for the personal travel resources desired by users or visitors to the site. The Partnership listings and pages are to provide opportunities to interact with unique travel industry companies. Illegal and/or unauthorized use of the whereRyoupartners Services, including collecting usernames, user id numbers, and/or email addresses of users or partners by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the whereRyoupartners Website, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Partners pages and links without notice or explanation and may result in termination of Partnership privileges. whereRyoupartners reserves the right to take appropriate legal action for any illegal or unauthorized use of the whereRyoupartners Services.
Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the whereRyoupartners Services. whereRyoupartners reserves the right to investigate and take appropriate legal action against anyone who, in whereRyoupartners's sole discretion, violates this provision, including without limitation, removing the offending Content from the whereRyoupartners Services and terminating the Partnership of such violators.
Protecting Copyrights and Other Intellectual Property. whereRyoupartners respects the intellectual property of others, and requires that our users do the same. You may not submit any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. whereRyoupartners has the right to terminate the Partnership of infringers.
If you believe your work has been copied and posted on or through the whereRyoupartners Services in a way that constitutes copyright infringement, please send whereRyoupartners's Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the whereRyoupartners Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature.
User and Partner Disputes. You are solely responsible for your interactions with whereRyoupartners Users. whereRyoupartners reserves the right, but has no obligation, to become involved in any way with disputes between you and Users.
Disclaimers. whereRyoupartners is not responsible for and makes no warranties, express or implied, as to the Partner Content or the accuracy and reliability of the Partner Content posted on or through the WhereRyoupartners Services, whether caused by Partner of the WhereRyoupartners Services or by any of the equipment or programming associated with or utilized in the whereRyoupartners Services and such User Content does not necessarily reflect the opinions or policies of whereRyoupartners. Partnership pages contain links to the Partners websites. whereRyoupartners is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by whereRyoupartners. Inclusion of any linked website on the whereRyoupartners Services does not imply approval or endorsement of the linked website by whereRyoupartners. whereRyoupartners takes no responsibility for third party advertisements or third party applications that are posted on or through the whereRyoupartners Services, nor does it take any responsibility for the goods or services provided by its Partners or Advertisers. whereRyoupartners is not responsible for the conduct, whether online or offline, of any Partner of the whereRyoupartners Services. whereRyoupartners assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Partner communication. whereRyoupartners is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the whereRyoupartners Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the whereRyoupartners Services. Under no circumstances shall whereRyoupartners be responsible for any loss or damage, including personal injury or death, resulting from use of the whereRyoupartners Services, attendance at a whereRyoupartners event, from any Partner Content posted on or through the whereRyoupartners Services, or from the conduct of any Partner or Users of the whereRyoupartners Services, whether online or offline. The WhereRyoupartners Services are provided "AS-IS" and as available and whereRyoupartners expressly disclaims any warranty of fitness for a particular purpose or non-infringement. whereRyoupartners cannot guarantee and does not promise any specific results from use of the whereRyoupartners Services.
Limitation on Liability. IN NO EVENT SHALL WHERERYOUPARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WHERERYOUPARTNERS SERVICES, EVEN IF WHERERYOUPARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WHERERYOUPARTNERS'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO WHERERYOUPARTNERS FOR THE WHERERYOUPARTNERS SERVICES DURING THE TERM OF MEMBERSHIP.
U.S. Export Controls. Software available in connection with the whereRyoupartners Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the whereRyoupartners Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah, without regard to its conflict of law provisions. You and whereRyoupartners agree to submit to the exclusive jurisdiction of the courts located within the State of Utah to resolve any dispute arising out of the Agreement or the whereRyoupartners Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.
Indemnity. You agree to indemnify and hold whereRyoupartners, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the whereRyoupartners Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the whereRyoupartners Services causes whereRyoupartners to be liable to another.
Other. This Agreement is accepted upon your use of the whereRyoupartners Website or any of the whereRyoupartners Services and is further affirmed by you becoming a Partner. This Agreement constitutes the entire agreement between you and WhereRyoupartners regarding the use of the whereRyoupartners Services. The failure of whereRyoupartners to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. WhereRyoupartners is a trademark of whereRyoupartners, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.