Terms of Service
Last Revised: 22 February 2009
Effective: 10 September 2005
Your use of Refresh Services is subject to the Terms of a legal agreement between You and Refresh. This document explains the structure and Terms of that agreement.
For the purposes of this document:
"Refresh" means Refresh Web Development, LLC., a Limited Liability Company based in the State of Oregon, USA.
"Services" means all Refresh web sites (including but not limited to www.RefreshMy.com, www.HeliosCalendar.com and www.SeleneDirectory.com), content, information, software and services, excluding any goods or services provided to You by Refresh under a separate written agreement.
"You" means You, the user of Refresh Services.
"Terms" means the Terms of Service set forth in this document.
The most recent version of this document is available at: http://www.refreshmy.com/terms.php
Your Acceptance of the Terms
You may not use or in anyway access any Services if You do not accept these Terms.
You can accept the Terms:
(A) by clicking to accept and agree to the Terms where this option is made available to You in the user interface for any Service;
or
(B) by using any Services. In this case, You acknowledge and agree that Refresh will treat Your use of any Services as explicit agreement to and acceptance of the Terms from that point onward.
You may not use Services and may not accept the Terms if:
(A) You are in any way unable to form a binding contract with Refresh;
or
(B) You are in any way barred from receiving Services under the laws of the United States or other countries, including, but not limited to, the country in which You are resident or from which You use any Services.
Provision of Services
You acknowledge and agree that the form, scope and nature of Services may change without prior notice to You.
You acknowledge and agree that Refresh may stop, permanently or temporarily, providing Services (or any features within any Services) to You at Refresh's sole discretion, without prior notice to You.
Your Use of Services
In order to access certain Services, You may be required to provide information about Yourself (such as identification or contact information) as part of the registration process for Services, or as part of Your continued use of Services. You agree that any information You provide to Refresh will at all times be accurate, correct and up to date.
You agree to use Services only for purposes that are permitted by
(A) the Terms set forth in this document;
and
(B) any applicable law, regulation, generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
You agree not to access (or attempt to access) any Services by any means other than through the interfaces that are provided by Refresh. You specifically agree not to access (or attempt to access) any Services through any automated means and that You will comply with the instructions set forth in any Services.
You agree that You will not engage in any activity that interferes with or disrupts Services (or any systems, servers or networks which are connected to any Services).
Unless specifically permitted to do so in a separate written agreement with Refresh, You agree that You will not reproduce, duplicate, copy, sell, trade or resell Services for any purpose.
You agree that You are solely responsible for (and that Refresh has no responsibility to You or to any third party for) any breach of Your obligations under the Terms and for the consequences (including any loss or damage which Refresh may suffer) of any such breach.
Password and Account Security
You acknowledge and agree that You are responsible for maintaining the confidentiality of passwords associated with any account You use to access Services.
You acknowledge and agree that You will be solely responsible to Refresh for all activities that occur under Your account. If You become aware of any unauthorized use of Your password or of Your account, You agree to submit written notification to Refresh immediately at: http://www.refreshmy.com/contact.php
Services Content
You acknowledge and agree that some information, data, computer files and content (hereafter referred to as "Content") which You may gain access to through Your use of Services is created by third parties not affiliated with, associated with, employed by or in any other manner the responsibility of Refresh. You acknowledge and agree that any such Content is the sole responsibility of it's creator and that any such Content is provided to You on an "AS-IS" basis and the reliability, merchantability and quality of said Content is not guaranteed, supported or in anyway the responsibility of Refresh.
You acknowledge and agree that some Content presented to You as part of Services may be protected by intellectual property rights which are owned by the originator of said content. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless You have been specifically granted privilege to do so in writing from Refresh or by the owners of that Content, in a separate agreement.
You acknowledge and agree that by using Services You may be exposed to Content that You may find offensive, indecent or otherwise objectionable and that You use Services of Your own volition and at Your own risk.
You acknowledge and agree that You are solely responsible for (and that Refresh has no responsibility to You or to any third party for) any Content that You create, transmit or display while using Services and for the consequences of Your actions (including any loss or damage which Refresh may suffer) by doing so.
Refresh reserves the right (but has no obligation) to review, modify, refuse, remove or otherwise use all Content contained in all Services.
Content You Create
Through access and use of Services You my be permitted to create Content that is stored on Refresh servers and accessible by You in, and in some instances other users of, those Services. You acknowledge and agree that all title, ownership rights, and intellectual property rights concerning any Content You create through use of Services shall become the exclusive property of Refresh and may be used for its business purposes in it's sole discretion without any payment, accounting of or compensation to You in any form.
Other Content
Services may include access (including but not limited to links or hyperlinks) to other web sites or resources. Refresh may have no control over any web sites or resources which are provided by persons other than Refresh. Accordingly, You acknowledge and agree that Refresh is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. In addition, You acknowledge and agree that Refresh is not liable for any loss or damage which may be incurred by You as a result of the availability of those external web sites or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any such sites or resources.
Proprietary Rights
You acknowledge and agree that Refresh owns and retains all legal right, title and interest in and to Services, including any intellectual property rights which subsist in Services. You agree that You shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within Services. You agree that in using Services, You will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
Disclaimer of Warranty
REFRESH PROVIDES SERVICES TO YOU ON AN "AS IS" AND "AS AVAILBLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES THAT IT IS FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF ALL SERVICES AND TERMS. NO USE OF THE SERVICES IS AUTHORIZED EXCEPT UNDER THIS DISCLAIMER.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REFRESH BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE ANY SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, REFRESH'S COLLECTIVE LIABILITY UNDER ANY PROVISION OF THESE TERMS SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES (IF ANY) YOU PAID TO REFRESH FOR USE OF SERVICES.
Indemnity
You agree to defend, indemnify and hold harmless Refresh, its 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:
(A) Your use of and access to any Services;
(B) Your violation of any Terms;
(C) Your violation of any third party right, including without limitation any copyright, property, or privacy right;
or
(D) any claim that Your actions caused damage to a third party.
Your defense and indemnification obligation will survive these Terms and Your use of any Services.
Feedback & Suggestions
Refresh welcomes suggestions for enhancing our Services and any accompanying documentation that may result in computer programs, reports, presentations, documents, ideas or inventions relating or useful to Refresh's business. You acknowledge that all title, ownership rights, and intellectual property rights concerning such suggestions shall become the exclusive property of Refresh and may be used for its business purposes in it's sole discretion without any payment or accounting to You.
Payments and Refunds
You acknowledge and agree that any due diligence required for You (or for any third party on Your behalf) to make a sufficiently informed purchase from, or payment to, Refresh for any Services (including any payment made to use Services for access to goods or services provided to You under a separate written agreement), is solely Your responsibility.
You acknowledge and agree that any payment made by You (or by any third party on Your behalf) to Refresh (including any payments made to use Services to gain access to other goods and services provided by Refresh to You under a separate written agreement) will be made without guarantee or warranty of any kind from Refresh. Accordingly, You acknowledge and agree that Refresh will be under no obligation to make any refund available to You (or any third party), in whole or in part, under any circumstances.
You acknowledge and agree that grant of any refund, for any purpose, in any amount will be left to the sole discretion of Refresh and that You will not, nor allow any third party acting on your behalf to, pursue, in any way, reimbursement or refund in any form if a request made for a refund by You (or by any third party on Your behalf) has been refused by Refresh for any reason under any circumstances.
In the event that any third party makes a claim that a payment made on your behalf to Refresh for the purposes of gaining access to any Services (including any payments made to use Services to gain access to other goods and services provided by Refresh to You under a separate written agreement) was made fraudulently or through fraudulent means (including but not limited to unauthorized credit card use, misrepresentation of identity or otherwise) You acknowledge and agree to accept full responsibility (including but not limited to financial and legal responsibility) for any damages suffered by Refresh.
Termination of this or any other Agreement between You and Refresh will not grant, produce, create or in any way imply Your eligibility for any refund of any payments made to Refresh.
Changes to the Terms
Refresh may make changes to the Terms at any time. When these changes are made, Refresh will make a new copy of the Terms available to You at: http://www.refreshmy.com/terms.php
You acknowledge and agree that Refresh will treat Your use of any Services after the date on which the Terms have changed as explicit agreement to and acceptance of the new Terms from that point onward.
Termination of Agreement
The Terms will continue to apply until terminated by either You or Refresh as set out below.
If You wish to terminate Your legal agreement with Refresh, You may do so at any time by notifying Refresh of Your intent and providing Refresh with all account, login and access information and resources in use by You for Services. Your notice must be sent, in writing, to Refresh at: http://www.refreshmy.com/contact.php
Refresh may at any time, terminate its legal agreement with You, with or without providing notice.
When these Terms come to an end, all of the legal rights, obligations and liabilities that You and Refresh have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions set forth in the Terms shall continue to apply to such rights, obligations and liabilities indefinitely.
You acknowledge and agree that any activity You engage in to be deemed by Refresh as abuse of, or abusive towards in any way, any Refresh officers, directors, employees or agents in any medium or format will result in the immediate suspension or termination of Services with or without notice.
Miscellaneous
These Terms constitute the entire Agreement between Refresh and You concerning all Services provided to You by Refresh (excluding any goods or services Refresh may provide to You under a separate written agreement), completely replaces any prior agreements between You and Refresh in relation to Services and may be amended only by Refresh with or without notice at any time.
Terms shall be governed by the laws of the State of Oregon, without regard to its conflict of law provisions. You and Refresh agree to submit to the exclusive jurisdiction of the courts of Oregon and You expressly consent to the exercise of personal jurisdiction in the courts of Oregon to resolve any legal matters arising from this Agreement. If any provision of these Terms should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from the Terms if no such modification is possible, and other provisions of these Terms shall remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
