Community Social Networking Terms of Service and Use Agreement

General

BackgroundSearch.com offers our community social networking service that allows Members to create unique personal profiles online in order to find and communicate with friends and associates. The services offered by BackgroundSearch.com ("BackgroundSearch.com" or "we") include the BackgroundSearch.com website (the "BackgroundSearch Website") and any other features, content, or applications offered from time to time by BackgroundSearch.com in connection with the BackgroundSearch Website (collectively, the "BackgroundSearch Services"). The BackgroundSearch Services are hosted in the U.S.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the BackgroundSearch Services. By using the BackgroundSearch Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the BackgroundSearch Website) or you are a "Member" (which means that you have registered with BackgroundSearch.com). The term "User" refers to a Visitor or a Member. You are only authorized to use the BackgroundSearch Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the BackgroundSearch Website and discontinue use of the BackgroundSearch Services immediately. If you wish to become a Member, communicate with other Members and make use of the BackgroundSearch Services, you must read and accept this Agreement

This Agreement includes BackgroundSearch.com's policy for acceptable use of the BackgroundSearch Services and Content posted on the BackgroundSearch Website, your rights, obligations and restrictions regarding your use of the BackgroundSearch Services and BackgroundSearch.com's Privacy Policy. In order to participate in certain BackgroundSearch Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the BackgroundSearch Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

BackgroundSearch.com may modify this Agreement from time to time and such modification shall be effective upon posting by BackgroundSearch.com on the BackgroundSearch Website. You agree to be bound to any changes to this Agreement when you use the BackgroundSearch Services after any such modification is posted. 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 BackgroundSearch.com and that you provide to other Users. Your BackgroundSearch.com profile may not include the following items: telephone numbers, street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other BackgroundSearch.com Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and BackgroundSearch.com assumes no responsibility or liability for this material. If you become aware of misuse of the BackgroundSearch Services by any person, please contact BackgroundSearch or click on the Report Inappropriate Content link on any Forum page.

BackgroundSearch.com reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the BackgroundSearch Services at any time, for any or no reason, with or without prior notice, and without liability. BackgroundSearch expressly reserves the right to remove your profile and/or restrict, suspend, or terminate your access to any part of BackgroundSearch Services if BackgroundSearch determines, in its sole discretion, that you pose a threat to BackgroundSearch and/or its Users.

1. Eligibility. Use of and Membership in the BackgroundSearch Services is void where prohibited. By using the BackgroundSearch 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 14 years of age or older; and (d) your use of the BackgroundSearch Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 14 years of age.

2. If you are under 14 years of age, then please do not use the BackgroundSearch.com Website—there are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you

3. Term. This Agreement shall remain in full force and effect while you use the BackgroundSearch Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. BackgroundSearch.com may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-17.

4. Fees. You acknowledge that BackgroundSearch.com reserves the right to charge for the BackgroundSearch Services and to change its fees from time to time in its discretion. If BackgroundSearch.com terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.

5. Password. When you sign up to become a Member, 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 account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify BackgroundSearch.com immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

6. Non-commercial Use by Members. The BackgroundSearch Services are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by BackgroundSearch.com. Illegal and/or unauthorized use of the BackgroundSearch Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the BackgroundSearch Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the BackgroundSearch Services.

User Submissions

A. The BackGroundSearch Website may now or in the future permit the submission of communications, pictures, or videos submitted by you and other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, BackGroundSearch does not guarantee any confidentiality with respect to any submissions.

B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize BackGroundSearch to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions to BackGroundSearch, you hereby grant BackGroundSearch a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the BackGroundSearch Website and BackGroundSearch's (and its successor's) business, including without limitation for promoting and redistributing part or all of the BackGroundSearch Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the BackGroundSearch Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Submission from the BackGroundSearch Website.

C. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant BackGroundSearch all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage BackGroundSearch or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person. BackGroundSearch does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and BackGroundSearch expressly disclaims any and all liability in connection with User Submissions. BackGroundSearch does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and BackGroundSearch will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. BackGroundSearch reserves the right to remove Content and User Submissions without prior notice. BackGroundSearch will also terminate a User's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. BackGroundSearch also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. BackGroundSearch may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

D. In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

BackGroundSearch's Copyright department can be reached via email to “copyrightagent at backgroundsearch.com.” You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

E. You understand that when using the BackGroundSearch Website, you will be exposed to User Submissions from a variety of sources, and that BackGroundSearch is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against BackGroundSearch with respect thereto, and agree to indemnify and hold BackGroundSearch, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site. You may Report Inappropriate Content by clicking on the link at the bottom of every page. Please copy and paste the address/URL of the page you are reporting into your message so we can find the item you reported. The address/URL for any page is found at the top of your browser when you are viewing that particular page.

F. BackGroundSearch permits you to link to materials on the Website for personal, non-commercial purposes only. In addition, BackGroundSearch may provide an "Embeddable Player" feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website, provided that you include a prominent link back to the BackGroundSearch website on the pages containing the Embeddable Player. BackGroundSearch reserves the right to discontinue any aspect of the BackGroundSearch Website at any time.

7. Content Posted.

1. BackgroundSearch.com may delete any Content that in the sole judgment of BackgroundSearch.com violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. BackgroundSearch.com assumes no responsibility for monitoring the BackgroundSearch Services for inappropriate Content or conduct. If at any time BackgroundSearch.com chooses, in its sole discretion, to monitor the BackgroundSearch Services, BackgroundSearch.com 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.

2. You are solely responsible for the Content that you post on or through any of the BackgroundSearch Services, and any material or information that you transmit to other Members and for your interactions with other Users. BackgroundSearch.com does not endorse and has no control over the Content. Content is not necessarily reviewed by BackgroundSearch.com prior to posting and does not necessarily reflect the opinions or policies of BackgroundSearch.com. BackgroundSearch.com makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.

8. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the BackgroundSearch Services. BackgroundSearch.com reserves the right to investigate and take appropriate legal action against anyone who, in BackgroundSearch.com's sole discretion, violates this provision, including without limitation, removing the offending communication from the BackgroundSearch Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of BackgroundSearch.com:

1. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

2. harasses or advocates harassment of another person;

3. exploits people in a sexual or violent manner;

4. contains nudity, violence, or offensive subject matter or contains a link to an adult website;

5. solicits personal information from anyone under 18;

6. provides any telephone numbers, street addresses, last names, URLs or email addresses;

7. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

8. 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 manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

9. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

10. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

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;

12. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

13. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

14. includes a photograph of another person that you have posted without that person's consent; or

15. for band and filmmaker profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile.

The following is a partial list of the kind of activity that is illegal or prohibited on the BackgroundSearch Website and through your use of the BackgroundSearch Services. BackgroundSearch.com reserves the right to investigate and take appropriate legal action against anyone who, in BackgroundSearch.com's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

16. criminal or tortious 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;

17. advertising to, or solicitation of, any Member to buy or sell any products or services through the BackgroundSearch Services. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the BackgroundSearch Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, BackgroundSearch.com reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which BackgroundSearch.com deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the BackgroundSearch Services, you acknowledge that you will have caused substantial harm to BackgroundSearch.com, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay BackgroundSearch.com $50 for each such unsolicited email or other unsolicited communication you send through the BackgroundSearch Services;

18. covering or obscuring the banner advertisements on your personal profile page, or any BackgroundSearch.com page via HTML/CSS or any other means;

19. any automated use of the system, such as using scripts to add friends or send comments or messages;

20. interfering with, disrupting, or creating an undue burden on the BackgroundSearch Services or the networks or services connected to the BackgroundSearch Services;

21. attempting to impersonate another Member or person;

22. for band profiles, copying the code for your BackgroundSearch Player and embedding it into other profiles or asking other Members to embed it into their profiles;

23. using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

24. selling or otherwise transferring your profile;

25. using any information obtained from the BackgroundSearch Services in order to harass, abuse, or harm another person;

26. displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the BackgroundSearch Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your "Top 8" friends, or sending private messages with a commercial purpose; or

27. using the BackgroundSearch Services in a manner inconsistent with any and all applicable laws and regulations.

9. Member Disputes. You are solely responsible for your interactions with other BackgroundSearch.com Members. BackgroundSearch.com reserves the right, but has no obligation, to monitor disputes between you and other Members.

10. Privacy. Use of the BackgroundSearch Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

11. Disclaimers. BackgroundSearch.com is not responsible for any incorrect or inaccurate Content posted on the BackgroundSearch Website or in connection with the BackgroundSearch Services, whether caused by Users of the BackgroundSearch Services or by any of the equipment or programming associated with or utilized in the BackgroundSearch Services. Profiles created and posted by Members on the BackgroundSearch Website may contain links to other websites. BackgroundSearch.com is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by BackgroundSearch.com. Inclusion of any linked website on the BackgroundSearch Services does not imply approval or endorsement of the linked website by BackgroundSearch.com. When you access these third-party sites, you do so at your own risk. BackgroundSearch.com takes no responsibility for third party advertisements which are posted on this BackgroundSearch Website or through the BackgroundSearch Services, nor does it take any responsibility for the goods or services provided by its advertisers. BackgroundSearch.com is not responsible for the conduct, whether online or offline, of any User of the BackgroundSearch Services. BackgroundSearch.com 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 Member communication. BackgroundSearch.com 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 BackgroundSearch 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 BackgroundSearch Services. Under no circumstances shall BackgroundSearch.com be responsible for any loss or damage, including personal injury or death, resulting from use of the BackgroundSearch Services, attendance at a BackgroundSearch.com event, from any Content posted on or through the BackgroundSearch Services, or from the conduct of any Users of the BackgroundSearch Services, whether online or offline. The BackgroundSearch Services are provided "AS-IS" and as available and BackgroundSearch.com expressly disclaims any warranty of fitness for a particular purpose or non-infringement. BackgroundSearch.com cannot guarantee and does not promise any specific results from use of the BackgroundSearch Services.

12. Limitation of Liability

IN NO EVENT SHALL BACKGROUNDSEARCH, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE BACKGROUNDSEARCH WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ORNOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT BACKGROUNDSEARCH SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Website is controlled and offered by BackGroundSearch from its facilities in the United States of America. BackGroundSearch makes no representations that the BackGroundSearch Website is appropriate or available for use in other locations. Those who access or use the BackGroundSearch Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

13. Indemnity

You agree to defend, indemnify and hold harmless BackGroundSearch, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the BackGroundSearch Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the BackGroundSearch Website.

14. Disputes. If there is any dispute about or involving the BackgroundSearch Services, you agree that the dispute shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, City of Los Angeles. Either BackgroundSearch.com or you may demand that any dispute between BackgroundSearch.com and you about or involving the BackgroundSearch Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Seattle, Washington, USA, provided that the foregoing shall not prevent BackgroundSearch.com from seeking injunctive relief in a court of competent jurisdiction.

15. Other. This Agreement is accepted upon your use of the BackgroundSearch Website or any of the BackgroundSearch Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and BackgroundSearch.com regarding the use of the BackgroundSearch Services. The failure of BackgroundSearch.com 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. BackgroundSearch.com is a trademark of BackgroundSearch, 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.

Please contact us at: Contact BackgroundSearch with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.