APOonline.org ( "APOonline.org", "APOonline" or "we") operates APOonline.org, which is a hosted student portal which your fraternity, sorority, college, university, or other organization ("Sponsor Organization") has purchased for your exclusive use. By accepting this Agreement and completing the registration process, you become a User of APOonline Services ("User"). This User Agreement ("Agreement") sets forth the legally binding terms for your use of the APOonline Services. By using the APOonline Services, you agree to be bound by this Agreement. You are only authorized to use the APOonline Services if you agree to abide by all applicable laws and the terms of this Agreement. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the APOonline website and discontinue use of the APOonline Services immediately. If you wish to become a User, communicate with other Users and/or make use of the APOonline Services, you must read this Agreement and indicate your acceptance during the registration process. A copy of this Agreement is available on APOonline.org.
APOonline may modify this Agreement from time to time and such modification shall be effective upon posting by APOonline on the APOonline website. Your continued use of the APOonline Services after APOonline 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. Please choose carefully the information you post on APOonline and that you provide to other Users. Your APOonline profile may not include any form of Prohibited Content, as outlined in Section 7 below. Despite this prohibition, information provided by other APOonline Users (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and APOonline assumes no responsibility or liability for this material. APOonline reserves the right, in its sole discretion, to reject, refuse to post or remove any posting by you, or to deny, restrict, suspend, or terminate your access to all or any part of the APOonline Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. APOonline expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the APOonline Services if APOonline determines, in its sole discretion, that you have violated this Agreement or pose a threat to APOonline and/or its Users.
By using the APOonline 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; and (c) you are affiliated with the Sponsor Organization and have been notified by the Sponsor Organization of your eligibility to participate in APOonline Services.
This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the APOonline Services. You may terminate your usage at any time, for any reason. APOonline may terminate your User ID at any time, for any or no reason, with or without prior notice or explanation, and without liability.
When you sign up to become a User, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the User ID or password of another User at any time or to disclose your password to any third party. You agree to notify APOonline immediately if you suspect any unauthorized use of your User ID or password.
The APOonline Services are for the personal use of Users. Users may not utilize APOonline for commercial endeavors. Illegal and/or unauthorized use of the APOonline Services, including collecting User email addresses by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the APOonline 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 User profiles without notice or explanation and may result in termination of the User ID. APOonline reserves the right to take appropriate legal action for any illegal or unauthorized use of the APOonline Services.
5.1 APOonline does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on APOonline. After posting your Content to APOonline, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ("posting") any Content on or through the APOonline Services, you hereby grant to APOonline a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content on the APOonline Services, including without limitation distributing part or all of the APOonline website in any media formats and through any media channels. This limited license does not grant APOonline the right to sell or otherwise distribute your Content outside of the APOonline Services. After you remove your Content from APOonline we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate.
5.2 The license you grant to APOonline is non-exclusive, fully-paid and royalty-free, sublicensable, and worldwide.
5.3 You represent and warrant that: (i) you own the Content posted by you on APOonline or otherwise have the right to grant the license set forth in this Section 5, and (ii) the posting of your Content on APOonline does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you on APOonline.
5.4 The APOonline Services contain Content of APOonline ("APOonline Content"). APOonline Content is protected by copyright, trademark, patent, trade secret and other laws, and APOonline owns and retains all rights in the APOonline Content and the APOonline Services. APOonline hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the APOonline Content (excluding any software code) solely for your personal use in connection with viewing the APOonline website and using the APOonline Services.
5.5 The APOonline Services contain Content of Users and other APOonline licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on APOonline.
5.6 APOonline performs technical functions necessary to offer the APOonline Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the APOonline Services.
6.1 APOonline may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of APOonline violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. APOonline and Sponsor Organization assume no responsibility for monitoring the APOonline Services for inappropriate Content or conduct. If at any time APOonline chooses, in its sole discretion, to monitor the APOonline Services, APOonline nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
6.2 You are solely responsible for the Content that you post on APOonline, and any material or information that you transmit to other Users and for your interactions with other Users.
The following are examples of the kind of Content that is illegal or prohibited to post on APOonline. APOonline reserves the right to investigate and take appropriate legal action against anyone who, in APOonline's sole discretion, violates this provision, including without limitation, removing the offending Content from APOonline and terminating the User ID of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of APOonline:
7.1 is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
7.2 harasses or advocates harassment of another person;
7.3 exploits people in a sexual or violent manner;
7.4 contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;
7.5 solicits personal information from anyone under 18;
7.6 publicly posts information that poses or creates a privacy or security risk to any person;
7.7 constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
7.8 constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or movies or links to pirated music or movie files;
7.9 involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
7.10 contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
7.11 furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
7.12 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
7.13 involves commercial activities and/or sales such as contests, sweepstakes, barter, advertising, or pyramid schemes;
7.14 includes a photograph or video of another person that you have posted without that person's consent;
7.15 violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. The following are examples of the kind of activity that is illegal or prohibited on the APOonline website and through your use of the APOonline Services. APOonline reserves the right to investigate and take appropriate legal action against anyone who, in APOonline's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:
7.16 criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
7.17 advertising to, or solicitation of, any User to buy or sell any products or services through the unauthorized or impermissible use of the APOonline Services. You may not transmit any chain letters or junk email to other Users. In order to protect our Users from such advertising or solicitation, APOonline reserves the right to restrict the number of emails which a User may send to other Users in any 24-hour period to a number which APOonline deems appropriate in its sole discretion;
7.18 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the APOonline Services;
7.19 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
7.20 covering or obscuring the banner advertisements on your personal profile page, or any APOonline page via HTML/CSS or any other means;
7.21 interfering with, disrupting, or creating an undue burden on the APOonline Services or the networks or services connected to the APOonline Services;
7.22 impersonating or attempting to impersonate another User, person or entity;
7.23 selling or otherwise transferring your User ID or password;
7.24 using any information obtained from the APOonline Services in order to harass, abuse, or harm another person or entity, or attempting to do the same.
APOonline respects the intellectual property of others, and requires that our Users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. APOonline has the right to terminate the User ID of infringers.
You are solely responsible for your interactions with other APOonline Users. APOonline reserves the right, but has no obligation, to become involved in any way with disputes between you and other Users.
APOonline and your Sponsor Organization are not responsible for and make no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on APOonline and such User Content does not necessarily reflect the opinions or policies of APOonline or your Sponsor Organization. APOonline and your Sponsor Organization are not responsible for the conduct, whether online or offline, of any User of the APOonline Services. APOonline and your Sponsor Organization assume 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 User communication. APOonline and your Sponsor Organization are 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 APOonline 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 APOonline Services. Under no circumstances shall APOonline and your Sponsor Organization be responsible for any loss or damage, including personal injury or death, resulting from use of the APOonline Services, attendance at an APOonline event, from any User Content posted on APOonline, or from the conduct of any Users of the APOonline Services, whether online or offline. The APOonline Services are provided "AS-IS" and as available and APOonline and your Sponsor Organization expressly disclaim any warranty of fitness for a particular purpose or non-infringement. APOonline and your Sponsor Organization cannot guarantee and does not promise any specific results from use of the APOonline Services.
IN NO EVENT SHALL APOonline OR SPONSOR ORGANIZATION 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 APOonline SERVICES, EVEN IF APOonline OR SPONSOR ORGANIZATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, APOonline'S AND SPONSOR ORGANIZATION'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 APOonline OR SPONSOR ORGANIZATION FOR THE APOonline SERVICES DURING THE TERM OF USER ID.
Software available in connection with the APOonline Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the APOonline Services or otherwise exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk.
The Agreement shall be governed by, and construed in accordance with, the laws of the State of Kentucky, without regard to its conflict of law provisions. You and APOonline agree to submit to the exclusive jurisdiction of the courts located within the State of Kentucky to resolve any dispute arising out of the Agreement or the APOonline 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.
You agree to indemnify and hold APOonline and Sponsor Organization, their 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 APOonline 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 APOonline causes APOonline or Sponsor Organization to be liable to another.
This Agreement is accepted upon your use of the APOonline website or any of the APOonline Services and is further affirmed by you becoming a User. This Agreement constitutes the entire agreement between you and APOonline regarding the use of the APOonline Services. The failure of APOonline 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. 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 (USER) HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED HEREIN