GEEKFACTORY.COM™ TERMS OF SERVICE

Welcome to geekfactory.com!

By using geekfactory.com's web site ("Service"), in any manner, including viewing content, you agree to be bound by the terms and conditions of this contract (the "Terms of Service" or "Agreement")between you and The Geek Factory, Inc. d/b/a geekfactory.com d/b/a Geek Factory (“Geek Factory”, “geekfactory.com”, or “us”). Your access to and use of the Service is expressly conditioned on your compliance with these terms and conditions, and is governed by this Agreement.

GENERAL.

Geekfactory.com™ is the web site for The Geek Factory, Inc. The Service is owned and operated by the Geek Factory, Inc., a New York Corporation located at 601 West 57th Street, Suite 30E, New York, New York 10019.

Geekfactory.com reserves the right to update, change or modify these Terms of Service. Any new features that augment or enhance the current Service shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. Geekfactory.com is not liable to you or any third party for any suspension or discontinuance of the Service. You can review the most current version of the Terms of Service at any time at http://geekfactory.com/terms.html. Your use of the Geekfactory.com Service indicates that you accept and are bound by this Agreement.

Please note that this Service Agreement limits our liability and we do not provide warranties for the Service. This Service Agreement also limits your remedies. These warranty disclaimers and limitations are covered in Sections 6 and 9.

TRADEMARK AND COPYRIGHT PROTECTION.

The rights of Geekfactory.com are protected by law as described in more detail at http://geekfactory.com/copyright.html, the contents of which are incorporated by reference as if set forth in full herein. We claim no intellectual property rights over the material you provide to the Service. Any data you upload whose copyright is your own, remains yours. The look and feel of the Service is Copyright (c) 2008, the Geek Factory, Inc. All rights reserved. You may not duplicate copy or reuse any portion of the HTML, PHP, CSS, JavaScript, or visual design elements or concepts without express written permission of the Geek Factory.

ACTIVATION AND USE.

Impermissible Uses. You understand that you may not:

To do any of the above constitutes a breach of this Agreement.

No abuse. You are responsible for all usage or activity of your CGCouncils.com account and the Username/Password combination that accesses it. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your use of the service, at our sole discretion, and you may be referred to appropriate law enforcement agencies.

Representations, warranties and covenants. You represent, warrant and covenant that you will not use the Service for any illegal or unauthorized purpose and will not sue the Geek Factory or the Service and if you access the Service, that you :

  • are at least 18 years of age;

    Monitoring and Enforcement. While The Geek Factory, Inc. has the right to monitor activity and content associated with the Service, we are not obligated to do so. And since we do not, and may not have the ability to, control or actively monitor content, we do not guarantee its accuracy, integrity or quality. Because community standards vary and individuals sometimes choose not to comply with our policies and practices, in the process of using the Service, you may be exposed to content that you find offensive or objectionable. You can contact us to let us know of content that you find objectionable. We may investigate the complaints and violations of our policies that come to our attention and may take any action that we believe is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts. However, because situations and interpretations vary, we also reserve the right not to take any action. Under no circumstances will we be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the website.

    User Responsibilities. You agree that you:

    Changes and Discontinuances. We may change or discontinue any part of this Service, without notice, at any time, at our sole discretion.

    GRANT OF LIMITED LICENSE / ADDITIONAL TERMS OF SERVICE.

    You are granted a nonexclusive, non-concurrent, nontransferable, limited license to access the Service.

    You may use the Geekfactory.com functionality provided on the Service only via Geekfactory.com and may not download, copy, reuse or distribute that functionality.

    Geekfactory.com reserves the right to monitor use of the Service to ensure compliance with these Terms of Service. If it is determined you are not in compliance with this Agreement, Geekfactory.com reserves the right to take appropriate action including, but not limited to, suspension or termination of your account.

    LIMITED WARRANTIES/LIMITATION OF LIABILITY/ETC.

    You understand that Geekfactory.com uses third party vendors for hardware and the hosting of the Service.

    Your use of the Service is at your sole risk. The service is provide on an "as is" and "as available" basis. You understand that Geekfactory.com uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology to run the Service. Geekfactory.com does not warrant that (i) the Service will meet your specific requirements; (ii) the service will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Service will be accurate or reliable; (iv) the quality of any products, services, information, or other material obtained by you through this Service will meet your expectations; and, (v) any errors in the Service will be corrected.

    Due to the number of sources from which information on the Service is obtained, and the inherent hazards of electronic distribution and the Internet, there may be delays, omissions, or inaccuracies in obtaining or accessing such information and the Service. The Geek Factory, Inc. d/b/a/ Geekfactory.com disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability or availability of information accessed through the Service. Geekfactory.com disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material.

    Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, this limitation may not apply in part to you.

    IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS WEB SERVICE, OR WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEB SERVICE.

    THE SERVICE IS PROVIDED ON AN "AS-IS", "AS AVAILABLE" BASIS. GEEKFACTORY.COM, ITS AFFILIATES, AGENTS, AND LICENSORS, CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE SERVICE, OR THE SERVICE ITSELF. NEITHER GEEKFACTORY.COM, NOR ANY OF ITS AFFILIATES, AGENTS, OR LICENSORS, SHALL BE LIABLE TO THE SUBSCRIBER OR ANYONE ELSE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN DELIVERING THE SERVICE AND ANY INFORMATION THROUGH THE SERVICE. IN NO EVENT WILL GEEKFACTORY.COM, ITS AFFILIATES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY THE YOU IN RELIANCE ON SUCH INFORMATION, OR FOR DIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SUBSCRIBER AGREES THAT THE LIABILITY OF GEEKFACTORY.COM, ITS AFFILIATES, AGENTS, AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE), IN ANY WAY CONNECTED WITH THE SERVICE OR THE INFORMATION IN THE SERVICE, SHALL NOT EXCEED THE SUM OF ONE HUNDRED ($100.00) DOLLARS.

    TERMINATION.

    Should you breach this Agreement, Geekfactory.com has the right to revoke your license to use the Service and suspend your right of access.

    PRIVACY.

    Registration data and other information about you are subject to Geekfactory.com's Privacy Policy, available at http://geekfactory.com/privacy.html. The Terms and Conditions of Geekfactory.com's Privacy Policy are incorporated by reference as if set forth in full herein.

    If you are located outside the United States, by subscribing to any Geekfactory.com service you consent to your data being sent to the United States and transmitted, stored and utilized pursuant to the provisions of United States law.

    INDEMNITY.

    You agree to defend, indemnify, and hold harmless the Geek Factory, Inc., its employees, officers, directors, affiliates, contractors, attorneys, and agents ("Indemnitees") against all claims, demands, expenses, liabilities, losses, costs, and damages, including reasonable attorney's fees, that the Indemnitees may incur (i) in connection with your use of the Site or any hyperlinked web site (ii) resulting from your violation of any of your representations, warranties or obligations under this Agreement; (iii) content you submit, post, transmit, or make available through the Service, (iv) your use of the Service, (iv) your connection to the Service, (v) your violation of the Service Agreement or (vi) your violation of any rights of another including but not limited to another’s copyright, patent, trademark, trade secrets, or other intellectual property right.

    ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE.

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE GEEK FACTORY, INC., ITS EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AFFILIATES, ATTORNEYS AND AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE GEEK FACTORY, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL GEEK FACTORY’S (INCLUDING ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, ATTORNEYS AND AGENTS) TOTAL CUMULATIVE DAMAGES EXCEED US$100.

    MONITORING AND DISCLOSURE

    We may disclose content and information about you, including contents of communications, if we deem it reasonably necessary to: (1) conform to legal requirements or respond to legal process; or (2) protect the rights, property, personal safety or interests of any of users, the Geek Factory, Inc. and/or its employees, officers, directors, contractors, attorneys and agents, its customers, or the public.

    PROPRIETARY RIGHTS

    The Geek Factory, Inc. owns and retains, to the fullest extent of the law, all rights in the Service including but not limited to its copyrighted material, trademarks, patented processes, trade secrets, and other proprietary information. You will not distribute, transmit, transfer, offer, copy, publish, display, modify, or sell, assign, or sublicense any portion of the Service, its code, or any proprietary information on the Service, or any intellectual property or other proprietary right in any of the foregoing. You will not reverse engineer, reverse assemble, or otherwise attempt to discover any source code or proprietary information, or obtain unauthorized access to the Service. The foregoing does not apply to user content.

    SPECIAL ADMONITIONS FOR INTERNATIONAL USE

    As a consequence of the global nature of the Internet, you agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically, you agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which you reside.

    MISCELLANEOUS.

    This Agreement is governed by the law of the State of New York, without regard to its principles on conflicts of laws, and the federal law of the United States of America. Any action to enforce this Agreement and all disputes relating to or arising from this Agreement shall be brought in the federal or state courts located in New York County, State of New York, to which jurisdiction and venue you and the Geek Factory, Inc. irrevocably consent. No other court shall have jurisdiction. If there is a determination that any provision of these Terms of Service is invalid or unenforceable, that determination will not affect the rest of the Terms of Service and the Terms of Service shall be deemed amended to the minimum extent necessary to make them valid and enforceable. No cause of action arising out of or related to the Geekfactory.com web site must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

    The failure of Geek Factory, Inc. to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by the Geek Factory, Inc. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and you do not have any authority of any kind to bind the Geek Factory, Inc. in any respect whatsoever.

    Official correspondence must be sent via postal mail to:

    Geek Factory, Inc.
    
c/o Jerry S. Goldman, Esquire
    
Anderson Kill & Olick, P.C.
    
1251 Avenue of the Americas
    
New York, New York 10020
    
1-212-278-1000

    If you have any questions regarding these Terms of Service, please contact Geekfactory.com at help at Geekfactory dot com.

    These Terms of Service, as presently in effect, and as modified from time to time, constitute the entire agreement between the parties with respect to the subject matter hereof and govern your use of the Service. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter (including, but not limited to, prior versions of the Terms of Service).

    You understand and agree that this Service Agreement and any notices given pursuant to this Service Agreement are enforceable in electronic format. You will not assign or transfer this Service Agreement or rights, or delegate these duties, without the prior approval of Geek Factory.™ The Geek Factory, Inc. will have the right to assign this Service Agreement and rights and delegate its duties in connection with a merger, reorganization, or sale of substantially all of its assets (or of those assets relating to the Service). This Service Agreement will bind successors and permitted assigns.

    This Service Agreement is in electronic form. There may be other information regarding the Service that the law requires us to send you. You consent to The Geek Factory, Inc.’s sending you this information in electronic form. You have the right to withdraw this consent by notice to us, but if you do, you must stop using this Service. We may provide required information to you by email at the your registered address or by access to Geekfactory.com or another website designated in an email notice or generally designated in advance for this purpose. Notices provided to you via email will be deemed given and received on the transmission date.

    Effective March 3, 2009