Article II – Capital Exchange Terms of Service
Article II – Capital Exchange Terms of Service
Welcome to the Capital Exchange! Capital Exchange (herein and commonly referred to as "CapEx", "SLCapEx.com" or "CAPX") is a fictional stock market simulation game residing at http://www.SLCapEx.com ("website") and is owned and operated by the Second Life avatar Skip Oceanlane (Carmen Dubaldi in real life).
Through the website, CapEx allows registered users to access and use services that we offer related to virtual online environments, including but not limited to, providing a "marketplace" for trading "Stocks" that represent fractional ownership interests in "publicly-traded" virtual Corporations (fictional or otherwise) that also do business related to virtual online environments typically either via our website, or via a website of their own design, or via Second Life(R), an online 3-D virtual environment owned and operated by Linden Research, Inc. (herein and commonly referred to simply as "SL").
www.slcapex.com and Capital Exchange are not affiliated with Linden Research, Inc. All of the foregoing services described herein are referred to collectively as the "Services". This document, (herein the "Terms of Service" or "Agreement"), is a binding legal agreement between you and Capital Exchange and it applies to you whether you are a "CapEx Registered User", "CapEx Visitor" or "CapEx Member Company".
A "CapEx Registered User" is a registered user of the website or Services and may be recognized as either a "Buyer" (one who initiates a Stock purchase) or a "Seller" (one who has offered Stock Certificates for Sale via CapEx). Registered Users are commonly called investors on SLCapEx.com.
A "CapEx Visitor" is a person that accesses the website or Services but is not registered with Capital Exchange. Visitors are permitted to view but may not post or edit our content, or participate in the market.
A "CapEx Member Company" is any entity (fictional or otherwise) whose "stock" is "traded" on the SLCapEx.com stock market simulation game.
The term "in-world" as used in this Agreement means using or accessing the services and virtual online environment commonly called "Second Life(R)" (SL), owned and operated by Linden Research, Inc.
This Agreement limits CapEx liability and obligations to you and allows us to change, suspend or terminate your access to and use of the website, Services and your SLCapEx.com account.
We urge you to carefully read the Terms and Conditions of this Agreement and all other policies and disclosure statements referenced here or elsewhere on the website. Such policies are incorporated into this Agreement by reference and collectively form part of this Agreement.
YOU UNDERSTAND THAT BY CLICKING ON AND USING ANY "IN-WORLD" SLCapex.com "OBJECT" or "SCRIPT" CONTROLLED BY SLCapEx.com, OR BY USING THE WEBSITE (INCLUDING ANY CONTENT PROVIDED THEREIN), OR BY USING ANY OTHER SERVICES PROVIDED VIA YOUR SLCapex ACCOUNT, OR BY POSTING ANY CONTENT ON THE WEBSITE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE WEBSITE OR ANY OTHER SLCapEx.com SERVICES.
IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" REFER HEREIN TO THAT BUSINESS.
Section 1: Eligibility of Use
A) To be an SLCapEx.com User, use the website, Services and have an SLCapEx.com account, you must be at least eighteen (18) years old. The website and Services are a platform through which SLCapex.com Users can enhance their virtual online environment experience and through which SLCapEx.com Registered Users can trade virtual goods and services, including but not limited to the "purchase" or "sale" of "publicly-traded" “Virtual Corporation Stock.”
B) Capital Exchange and SLCapEx.com is not a party to any relationship or separate agreement entered into between SLCapEx.com Users and disclaims any and all liability relating thereto. For example, SLCapEx.com is not a party to the transactions between SLCapEx.com Members for the sale or purchase of virtual goods or services including Stock Certificates via the website but rather acts as a non-fiduciary third-party intermediary between transaction counter-parties.
C) SLCapEx.com Members are not employees, agents or contractors of Capital Exchange or SLCapex.com. The website, Services and access to an SLCapEx.com account are not available to temporarily or indefinitely suspended SLCapEx.com Members. You are responsible for all equipment necessary to use the website and Services.
Section 2: Registration and Setup of an slcapex.com Account
A) When you register with SLCapEx.com and set up your SLCapEx.com account, you must provide SLCapEx.com with accurate and complete information. You agree to promptly update your SLCapEx.com account information with any new information that may affect the operation of your SLCapEx.com account. You will be required to verify any avatar name that you wish to use on the website or Services, and your initial SLCapEx.com registration will not be complete until you have verified at least one avatar. Multiple avatars may be associated with your SLCapEx.com account. Please see the "FAQs" (Frequently Asked Questions) section of the SLCapEx.com website for further information on the avatar verification process. You authorize SLCapEx.com directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your avatar name or validate your SLCapEx.com account information.
C) You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding SLCapEx.com account information. You agree not to disclose your password to anyone. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your SLCapEx.com account, whether or not you have authorized such activities or actions. You agree to immediately notify SLCapEx.com of any unauthorized use of your username, password or SLCapEx.com account.
Section 3: Termination, Suspension of Services, and Modification of this Agreement
A) Capital Exchange and SLCapEx.com reserve the right in its sole discretion, at any time, to modify, discontinue or terminate the website or Services or to modify or terminate this Agreement without prior notice. All modified terms and conditions will be effective immediately upon posting on the website. If any modification is not acceptable to you, your only recourse is to cease using the website and Services. By continuing to use the website or Services following any posting of a new Agreement or policies on the website, you accept and agree to be bound by the new Agreement or policies.
B) Without limiting other remedies, SLCapEx.com may at any time suspend or terminate your SLCapEx.com account and refuse to provide access to the website or Services and suspend your ability to buy or sell using the website or Services without reason or notice to you. Such termination or suspension amounts to a termination of this Agreement by SLCapEx.com. In addition, SLCapEx.com may notify authorities or take any actions it deems appropriate, without notice to you, if SLCapEx.com suspects or determines, in its own discretion, that you may have or there is a significant risk that you have failed to comply with any provision of this Agreement or any other policies or rules established by SLCapEx.com; or engaged in actions relating to or in the course of using the website or Service that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, other SLCapEx.com Users, SLCapEx.com or any other third parties of the website or Services. You may stop using the website or Services at any time. Subject to the terms and conditions herein, any Comments (defined below) may remain on the website or within the Services even if you terminate your SLCapEx.com account.
C) Any suspension, termination or cancellation will not affect your obligations to SLCapEx.com under this Agreement (including, but not limited to, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
Section 4: Intellectual Property, Proprietary Content and Ownership Rights
A) Certain types of content are made available through the website and Services. "SLCapEx.com Content" used in this Agreement means, collectively, the text, data, graphics, images, SLCapEx.com trademarks and logos and content made available through the website and Services, excluding User Submissions. "User Submissions" as used in this Agreement means, collectively, the text, data, communications, messages, graphics, images, photos, video files and other content and information which SLCapEx.com Members post, upload and otherwise submit to the website or Services.
B) Capital Exchange and SLCapEx.com RESERVE THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY SLCapEx.com CONTENT OR USER SUBMISSIONS FROM THE WEBSITE OR SERVICES WITHOUT PRIOR NOTICE THAT ARE DEEMED ILLEGAL OR INAPPROPRIATE.
C) You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the website, Services, SLCapEx.com Content, User Submissions or related products and services and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the website, Services, SLCapEx.com Content or User Submissions (other than your own User Submissions). SLCapEx.com and its licensors own all right, title and interest, including all worldwide intellectual property rights in the website, Services and SLCapEx.com Content contained therein, other than your own User Submission.
D) User Submissions-License Grant. SLCapEx.com does not claim ownership rights in your User Submissions. However, by uploading, posting, submitting or otherwise transmitting any User Submission on or to the website or Services, you hereby grant to SLCapEx.com a non-exclusive, worldwide, royalty-free, sub licensable, perpetual and irrevocable right and license to use and exploit (e.g. crop and resize) your User Submissions as necessary to provide you with the Services. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to SLCapEx.com.
E) User Submissions-Limitations. You acknowledge and agree that SLCapEx.com may, at its option, recategorize any User Submission and establish limits concerning User Submissions, including, without limitation, the maximum number of days that User Submissions will remain available via the Services or on the website, the maximum size of any files that may be stored on or uploaded to the website or Services and the maximum disk space that will be allotted to you for the storage of User Submissions on SLCapEx.com’s servers. SLCapEx.com will have no responsibility or liability for maintaining copies of User Submissions on our servers, and you are solely responsible for creating back-ups of your User Submissions.
F) User Submissions-Disclaimer. SLCapEx.com does not have any obligation to monitor the User Submissions that are uploaded, posted, submitted or otherwise transmitted using the website or Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the User Submissions or anything said, depicted or written by SLCapEx.com Members, including, without limitation, any information obtained by using the website or Services. SLCapEx.com does not endorse any User Submission or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SLCapEx.com with respect thereto.
Section 5: "Buying", "Selling", "Trades", CapEX "Fees"
A) At present, simply visiting the SLCapEx.com website and reviewing its content is free of charge, however, SLCapEx.com, does charge fees to SLCapEx.com Registered Users for various transactional privileges including but not limited to "buying", "selling", or "trading" "stock certificates or shares" via the SLCapEx.com stock market simulation game. SLCapEx.com also charges fees and/or assesses fines to SLCapEx.com "Member Companies" for privileges and Services, and other activities including but not limited to "underwriting", "compliance", "auditing", "Initial Public Offerings (IPO’s)", etc. We reserve the right to initiate charges for use of the website, to amend or modify SLCapEx.com pricing policies or Services at any time without prior notice, however, where practical and at SLCapEx.com’s sole discretion, will generally provide (30) days advance notice of the introduction of any new charges, changes to our current pricing policies, or modifications of our fee structures as published and amended from time-to-time on the SLCapEx.com website.
B) Sellers generally set their own prices and all prices are subject to change at the Seller's sole discretion. As a Seller you hereby authorize SLCapEx.com to collect the amounts due from "Buyer(s)" for each transaction you initiate. You authorize us to deduct any transactional fees or commissions "earned" thereof by SLCapEx.com including Agent or Affiliate Commissions pursuant to our fee shcedules, and deposit any remainder into your SLCapEx.com account.
C) Buyers. As a Buyer you hereby authorize SLCapEx.com to withdraw fees from your SLCapEx.com account and deposit them into the SLCapEx.com account of the relevant Seller. You must already have sufficient $Lindens on deposit in your SLCapEx.com account to complete a transaction with a Seller.
D) You are solely responsible for all costs incurred by you in using the website and Services. SLCapEx.com is not responsible for issuing refunds relating to transactions between SLCapEx.com members.
E) SLCapEx.com will not provide refunds in any circumstances and does not provide any customer support for goods or services sold or purchased through the website or services. If you have a problem as a result of a purchase you should contact the seller.
Section 6: Obligations of SLCapEx.com Registered Users, Member Companies and Interactions Between Buyers and Sellers
As an SLCapEx.com Registered User, Visitor or member Company, you acknowledge and agree to the following:
A) The website and Services are merely a platform through which SLCapEx.com Users can enhance their virtual online environment experience and through which SLCapEx.com Registered Users can buy and sell virtual goods and services.
B) SLCapEx.com is not responsible for the use or exchange of any information, files, goods or services between SLCapEx.com Registered Users and/or Member Companies. SLCapEx.com does not refer, endorse, recommend, warrant or guarantee any virtual goods or services provided or offered by Sellers or any specific Seller and nothing will be considered as a referral, endorsement, recommendation, warranty or guarantee of the foregoing by SLCapEx.com, and does not generally review or officially nor effectively police statements made by SLCapEx.com Registered Users and/or Member Companies in their User Submissions or the User Submissions in general.
C) SLCapEx.com does not generally make editorial or managerial decisions concerning any User Submissions, nor will SLCapEx.com be responsible for any Seller's failure to comply with his or her obligations or any laws or regulations concerning the content of his or her Listings. SLCapEx.com does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by SLCapEx.com Registered Users and/or Member Companies, including, without limitation, any information contained in a User Submission (including any Forum Posting, News Article, Prospectus or Business Plan).
D) SLCapEx.com reserves the right to contact SLCapEx.com Registered Users, Member Companies or any other parties, in compliance with applicable law, in order to evaluate compliance with the rules and policies of this Agreement.
E) You will cooperate fully with SLCapEx.com to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting authorized SLCapEx.com representatives access to any password-protected portions of your SLCapEx.com account.
F) You are solely responsible for your interactions (including any disputes) with other SLCapEx.com Users. You understand that SLCapEx.com does not in any way screen SLCapEx.com Users. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the website and Services and disclosing personal information to other SLCapEx.com Members.
G) You agree to take reasonable precautions in all interactions with other SLCapEx.com Users, particularly if you decide to meet an SLCapEx.com User offline, In-World or in person. Your use of the website, Services, SLCapEx.com Content and User Submissions is at your sole risk and discretion and SLCapEx.com hereby disclaims any and all liability to you or any third party relating thereto.
H) You will not upload, post, submit or otherwise transmit any User Submission: (i) that you do not have the lawful right to use, copy, distribute, transmit, display or sell; (ii) that infringes the intellectual property rights or violates the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); or (iii) that is inaccurately described and misrepresents the virtual good or service you are advertising.
I) You will not upload, post, submit or otherwise transmit, via the website or Services, any User Submissions (including screen names) that: (i) are unlawful, harmful, threatening, harassing, defamatory or hateful; (ii) contain objects or symbols of hate, invade the privacy of any third party; or (iii) are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, constitute hate speech. SLCapEx.com reserves the right to delete or remove any User Submissions that are otherwise objectionable in the sole discretion or opinion of SLCapEx.com.
J) You will not upload, post, submit or otherwise transmit any User Submissions that contain software viruses or any other computer code, files, or programs designed to: (i) harm, interrupt, destroy or limit the functionality of any computer, computer software or system; or (ii) interfere with the access of any SLCapEx.com User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming or mail-bombing the website.
K) You will not upload, post, submit or otherwise transmit any User Submissions that include code that is hidden or otherwise surreptitiously contained within the images, audio or video of any User Submissions that is unrelated to the immediate, aesthetic nature of the User Submissions.
L) You will not take any actions which may undermine the comment system used to solicit Comments (defined below) from SLCapEx.com Users, including, without limitation, leaving Comments for yourself or other SLCapEx.com Users using secondary names or creating fake accounts to do any of the foregoing;
1) You will not impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud.
2) You will not use the website or Services to provide any product or services claiming success with or offering information regarding lottery numbers or for purposes of multi-level marketing proposals (for example, offering to help participants "get rich quickly" or "make money surfing the Web") or use the website or Services to promote bonus items, giveaways, random drawings, prizes, contests or games of chance.
3) You will not collect or store personal information about other SLCapEx.com Members without their express permission.
4) You will not encourage or instruct any other individual to do any of the foregoing or to violate any term of this Agreement.
M) SLCapEx.com DOES NOT PERMIT THE UPLOADING OF ANY "MATURE", "ADULT" OR "PORNOGRAPHIC" CONTENT WHATSOVER. "Mature" as used in this Agreement means content that contains nudity, violence or is sexually explicit in nature. You will not upload, post, submit or otherwise transmit, via the website or Services, any User Submissions that: (i) contain content related to bestiality, rape, incest, sex with graphic violence or degradation; or (ii) constitute child pornography or child erotica. If SLCapEx.com finds User Submissions that it determines, in its sole discretion, violate this section, SLCapEx.com may, without notice, remove or block access to such User Submissions.
N) SLCapEx.com reserves the right to suspend or cancel at any time and without notice any SLCapEx.com account that SLCapEx.com in its sole discretion, determines to be in violation of this or any other section. SLCapEx.com will take all appropriate steps with User Submissions that SLCapEx.com believes violate applicable laws, including cooperation with any investigation. If you see a User Submission that you believe is in violation of law or this section, please contact SLCapEx.com immediately.
Section 7: Obligations of SLCapEx.com Users
A) The website and Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the website and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the website or Services:
1) Circumvent, disable or otherwise interfere with security-related features of the website or features that prevent or restrict use or copying of any SLCapEx.com Content.
2) Use any metatags or other hidden text or metadata utilizing an SLCapEx.com name, trademark, URL or product or service name.
3) Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the website or Services to send altered, deceptive or false source-identifying information.
4) Interfere with, harm or disrupt (or attempt to interfere with, harm or disrupt) any web pages available at the website, servers or networks connected to the website, Services or the technical delivery systems of SLCapEx.com providers or disobey any requirements, procedures, policies or regulations of networks connected to the website or Services.
5) Attempt to probe, scan or test the vulnerability of any SLCapEx.com system network or breach or impair or circumvent any security or authentication measures protecting the website or Services, attempt to gain unauthorized access to any SLCapEx.com account information, computer systems or networks associated with the website or Services or attempt to obtain any information or materials relating to the website or Services through any means not intentionally made available by SLCapEx.com through the website or Services.
6) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the website or Services.
7) Attempt to access, search or meta-search the website or harvest data or Listings from the website with any engine, software, tool, agent, device, robot, crawler or mechanism other than software and/or search agents provided by SLCapEx.com or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari, or Opera), including, without limitation, any software that sends queries to the website to determine how a website or web page ranks, without giving notice to end users that the source of the data is the SLCapEx.com (or the website) and providing credit thereto.
8) Use the website or Services in any manner not permitted by this Agreement.
9) Encourage or instruct any other individual to do any of the foregoing or to violate any term of this Agreement.
Section 8: Comments and Feedback
A) You may leave feedback and make comments about your experience with an SLCapEx.com Member with whom you have interacted ("Comments").
B) SLCapEx.com advises you to exercise caution and good judgment when leaving such Comments. Once you complete and submit your Comments to the website or Services you may not be able to go back and edit your Comments. You should also be aware that you could be held legally responsible for damages to someone's reputation if your Comments are deemed to be defamatory. Generally, SLCapEx.com does not monitor or censor Comments that are provided by SLCapEx.com Users unless and disclaims any and all liability relating thereto. Comments and complaints should be done privately and not in the public Forums.
C) Notwithstanding the foregoing, SLCapEx.com does reserve the right, in its sole discretion, to remove any Comments that it deems to be improper, inappropriate or inconsistent with the online activities that are permitted under this Agreement.
D) Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the website and Services ("Feedback"). You may submit Feedback by contacting us through the "Customer Support" section of the website.
E) You acknowledge and agree that all Comments and all Feedback will be the sole and exclusive property of SLCapEx.com. You hereby assign and agree to assign all rights, title and interest you have in such Comments and Feedback to SLCapEx.com together with all intellectual property rights therein.
Section 9: Copyrighted Materials
No Infringing Use. You will not use the website or Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. SLCapEx.com has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Please see the The SLCapEx.com IP Policy for further information.
Section 10: Indemnification
You agree to defend, indemnify, and hold SLCapEx.com, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to or use of the website, Services, SLCapEx.com Content and User Submissions; (ii) your violation of this Agreement; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (iv) any claim that one of your User Submissions caused damage to a third party, including without limitation claims that your User Submissions are infringing; or (v) any claim related to or arising out of your activities In-World.
Section 11: Disclaimer
THE WEBSITE, SERVICES, SLCapEx.com CONTENT AND USER SUBMISSIONS ARE PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND. SLCapEx.com EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, SERVICES, SLCapEx.com CONTENT AND USER SUBMISSIONS, REGARDING WHETHER THE SERVICES WILL PRODUCE ANY LEVEL OF PROFIT OR BUSINESS FOR YOU (IN EITHER CASE IN-WORLD OR OTHERWISE) OR LEAD TO ECONOMIC BENEFIT AND REGARDING ALL COMMUNICATIONS MADE THROUGH THE WEBSITE OR SERVICES (INCLUDING THOSE COMMUNICATIONS BETWEEN SLCapEx.com USERS), INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, SLCapEx.com MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE OR SERVICES WILL BE ERROR FREE, THAT ANY ERRORS WILL BE CORRECTED OR THAT THE SERVICES WILL WORK IN-WORLD. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Section 12: Limitation of Liability
UNDER NO CIRCUMSTANCES WILL SLCapEx.com BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE WEBSITE, SERVICES, SLCapEx.com CONTENT AND USER SUBMISSIONS INCLUDING, WITHOUT LIMITATION, INJURY OR DAMAGES RESULTING FROM THE CONDUCT OF ANY SLCapEx.com USER, IN-WORLD, ONLINE OR OFFLINE, WHETHER OR NOT SLCapEx.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SLCapEx.com’s AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED US$50. SLCapEx.com WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS RELATING TO THE WEBSITE, SERVICES OR THE SCHEDULED OR UNSCHEDULED SERVICE INTERRUPTIONS OF ANY VIRTUAL ONLINE ENVIRONMENT OR MULTI-USER ONLINE SERVICE, SUCH AS SECOND LIFE(R) . SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Section 13: Force Majeure
SLCapEx.com will not be liable to you by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to the SLCapEx.com infrastructure or connectivity to the Internet or failure at an SLCapEx.com co-location facility (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, SLCapEx.com will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues, and for such further period of time that SLCapEx.com may reasonably require to recover from the effects of such Force Majeure Event.
Section 14: Relationship of the Parties
Notwithstanding any provision hereof, for all purposes of this Agreement each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind nor attempt to bind the other to any contract.
Section 15: Notice: Consent to Notice
You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement and (b) electronic records to store information related to this Agreement or your use of the website or Services. Any notice or other communication to be given hereunder will be in writing and given (a) by SLCapEx.com via email (in each case to the address that you provide), (b) a posting on the website or (c) by you via email to support@SLCapEx.com or to such other addresses as SLCapEx.com may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
Section 16: Links to Other Websites
The website or Services may provide links to websites other than SLCapEx.com. Such links are provided for reference only, and SLCapEx.com neither controls such websites nor endorses any of the material on any such websites or any association with their operators. SLCapEx.com is not responsible for the activities or such websites, and has no liability to you for any harms, injuries or losses you might suffer as a result of using or accessing such websites.
Section 17: Miscellaneous
In the event that any provision in this Agreement is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent permitted by law and the remaining provisions will remain in full force and effect to the maximum extent permitted by law. The failure of a party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. You may not assign this Agreement (by operation of law or otherwise) without the prior written consent of SLCapEx.com and any prohibited assignment will be null and void. SLCapEx.com may assign this Agreement or any rights hereunder without your consent. This Agreement will be governed by and interpreted in accordance with the laws of the State of California excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in courts located in Northern California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
You agree that this Agreement and the rules, restrictions and policies contained herein, and SLCapEx.com enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and SLCapEx.com.
This Agreement together with the rules and policies of SLCapEx.com and other Agreements incorporated herein by reference constitutes the entire agreement between SLCapEx.com and you with respect to the subject matter of this Agreement.
If you have questions about this Agreement or would like to request a copy of this Agreement or any other records relating to this Agreement or your use of the website and Services, please contact SLCapEx.com by emailing us at email@example.com.