User Agreement

This User Agreement (the “Agreement”) describes the terms and conditions on which you may access and use the services (“All Things Business Services”) of All Things Business, (“All Things Business”).  In order to become a All Things Business user (a “User”), you must read and accept all of the terms and conditions of this Agreement and the All Things Business Privacy Policy (the “Privacy Policy”), and by using the Site (defined below) and/or the All Things Business Services, you expressly accept and agree to be bound by the terms and conditions of this Agreement and the Privacy Policy.  In the event of any inconsistency between the Privacy Policy and this Agreement, this Agreement will prevail.  Nothing in this Agreement will be deemed to confer any third-party rights or benefits, except with respect to the indemnification obligations set forth in Section 16 of this Agreement.  If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access All Things Business’s website, which is currently available at http://www.hdblack.com (the “Site”), or the All Things Business Services.

We (herein referring to “All Things Business”) reserve the right to modify this Agreement at any time from time to time, and without prior notice, by posting amended terms and conditions at the Site.  Your continued use of the Site and/or All Things Business Services after the posting of any such amended terms and conditions will indicate your acceptance of the amended Agreement.

1.            Eligibility

Minors under the age of 18 or any person suspended or removed from use of the All Things Business Services for any reason may not access the Site or otherwise use the All Things Business Services.  Users may not have more than one active account.  Additionally, Users are prohibited from selling, trading, or otherwise transferring their All Things Business accounts to other parties.  As a User, you also agree to be bound by the eligibility requirements, if any, set forth in the Membership FAQ at the Site.

2.            User Conduct

You understand and agree not to access the Site or otherwise use the All Things Business Services to:

Post any text, file, image, photo, video, sound, musical work, work of authorship, or any other material (collectively, “Content”) or initiate communications that are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable;

• Use the All Things Business Services for any illegal purpose, including but not limited to conspiring to violate laws;

• Impersonate another person, falsely state, or otherwise misrepresent your identity (including but not limited to, through the use of a pseudonym) or misrepresent your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;

• Upload, post, email, transmit, or otherwise make available any Content or initiate communications that include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationship (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

• Upload, post, email, transmit, or otherwise make available any Content, or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights, or other proprietary rights;

• Upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation (such prohibition includes, but is not limited to, using the Site to connect with people who do not know you and then sending unsolicited promotional messages to those direct connections without their express permission);

• Upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to disrupt the Site or the All Things Business Services or to otherwise interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

• Stalk or harass anyone;

• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Site or All Things Business Services;

• Post Content in fields that are not intended for that Content (e.g., providing an address in a name or title field);

• Interfere with or disrupt, or attempt to interfere with or disrupt, the Site or All Things Business Services or servers or networks connected with the Site and the All Things Business Services, or disobey any requirements, procedures, policies, or regulations of networks connected with the All Things Business Services;

• Attempt to use another User’s account or obtain unauthorized access to the Site or the All Things Business Services;

• Use manual or automated software, devices, or other processes to “crawl” or “spider” any pages at the Site;

• Monitor or copy, or allow others to monitor or copy, pages from the Site or the Content included therein;

• “Frame” or otherwise simulate the appearance or function of the Site;

• Take any action that interferes with the proper working of or places an unreasonable load on our infrastructure;

• Engage in any activity that interferes with any third party’s ability to use or enjoy the Site or the All Things Business Services; or

• Assist any third party (including any User you authorize) in engaging in any activity prohibited by this Agreement.

3.          Proprietary Rights in Posted Content

We do not claim any ownership rights in any Content that you or a User authorized by you post at the Site.  After posting such Content at the Site, you will continue to retain all ownership rights you had in such Content prior to posting, and you continue to have the right to use your Content in any way you choose.  By posting any Content at or through the Site (Including through an authorized User), you hereby grant us an irrevocable, perpetual, royalty-free license to use, modify, publicly perform, publicly display, reproduce, translate, and distribute such Content through the Site and in connection with the All Things Business Services.  You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you (including through an authorized User) at or through the Site.  If you believe that your Content or the Content of any third party has been copied in a way that constitutes copyright infringement, please contact us as soon as possible.

4.        Proprietary Rights in All Things Business Content

The Site contains Content owned and/or licensed by All Things Business (“All Things Business Content”).  All Things Business Content is protected by copyright, trademark, patent, trade secret and other laws, and we own and retain all rights in the All Things Business Content and All Things Business Services.  We hereby grant you a limited, revocable, nonsublicensable license to reproduce and display the All Things Business Content (excluding any software code) solely for your personal use in connection with viewing the Site and using the All Things Business Services.  As between All Things Business and you, All Things Business is the sole owner of all Content at the Site and the All Things Business Services, including all intellectual property rights thereto and therein, except for Content that Users post at the Site.  Except for Content posted by you or a User authorized by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing at or through the Site or in connection with the All Things Business Services. 

5.          Third-Party Websites and Content  

The Site contains links (or you may be sent through the Site or All Things Business Services) to other websites (“Third-Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other Content or items belonging to or originating from third parties (“Third-Party Content”).  Such Third-Party Sites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Site accessed through the Site or the All Things Business Services or any Third-Party Content posted on, available through, or installed from the Site or All Things Business Services, including without limitation, the accuracy, offensiveness, opinions, reliability, legality, privacy practices, or other policies of or contained in the Third-Party Sites or Third-Party Content.  Inclusion of, linking to, or permitting use or installation of any Third-Party Site or any Third-Party Content does not imply approval or endorsement thereof by us.  If you decide to access any Third-Party Site or to use any Third-Party Content, you do so at your own risk.  We reserve the right to delete any link to the Site or the All Things Business Services for any or no reason at all times.

6.           Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Site or All Things Business Services (“Submissions”) provided by you are non-confidential and shall become our sole property.  We will own exclusive rights (including all intellectual property rights) in and to, and will be entitled to unrestricted use and dissemination of, each such Submission provided by you for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

7.            All Things Business Communications  

In the course of providing you with the All Things Business Services, we will communicate with you via email.  You agree to receive emails that are specific to your account and necessary for the normal functioning of the All Things Business Services.  You also agree to have your name and/or email address listed in the header of certain communications that you initiate through the All Things Business Services.

8.            Fees

Signing up for non-premium membership is free.  Certain other services are provided for a fee.

9.         Modification of All Things Business Services

We reserve the right to charge for any All Things Business Services, modify the pricing of, add to, or discontinue any All Things Business Services without prior notice.

10.        Termination

You agree that we may, with or without cause, terminate your All Things Business account and access to the All Things Business Services without prior notice at any time.  Without limiting the foregoing, the following may lead to termination by us of a User’s use of the All Things Business Services:  (a) any breach or violation of this Agreement or other applicable agreements or guidelines, (b) any request by law enforcement or other government agencies to terminate such use, (c) a technical issue or problem, or (d) an extended period of inactivity.

11.         Your Representations and Warranties

By accessing the Site or using the All Things Business Services, you represent and warrant that (i) all information, and any subsequent updates thereto, that you or any User you authorize submits to us is truthful and accurate; (ii) you, or a User you authorize, will maintain the accuracy of such information; (iii) you are 18 years of age or older; (iv) you own the Content posted by you (including through an unauthorized User) at or through the Site or otherwise have the right to grant the licenses regarding said Content set forth in this Agreement; (v) the posting of your Content at or through the Site does not, and will not, violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person; and (vi) your use of the Site or the All Things Business Services otherwise does not, and will not, violate any applicable law or regulation.

12.         Responsibilities of User and All Things Business

You understand that all information publicly posted or privately transmitted on the Site or through the All Things Business Services is the sole responsibility of the person from whom such Content originated and that we will not be liable for any errors or omissions in any Content.  You are solely responsible for your interactions with other Users of All Things Business.  Any business transactions that may arise between Users from their use of the All Things Business Services are the sole responsibility of the Users involved.  In particular, we disclaim all responsibility for any legal, or other, advice provided to you by any other User.

While we reserve the right to monitor activity and Content associated with the All Things Business Services, we are not obligated to do so.  We cannot guarantee the identity of any other Users with whom you may interact in the course of using the All Things Business Services, and do not guarantee the accuracy, integrity, or quality of any Content.  We may investigate complaints and violations of this Agreement or any other policies that come to our attention and may take any action that we believe is appropriate, including, but not limited to, issuing warnings, removing certain Content, or terminating accounts and/or subscriptions.  However, we also reserve the right not to take any action.  We reserve the right, but have no obligation, to monitor disputes between you and other Users.  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.

13.          Indemnification

You agree to indemnify, defend, and otherwise hold harmless All Things Business and its officers, employees, agents, subsidiaries, affiliates, and partners from any direct, indirect, incidental, special, consequential or exemplary damages, claims, liabilities, costs and expenses, including attorneys’ fees, arising from or in connection with (i) use or misuse of the Site or the All Things Business Services by you or any User authorized by you; (ii) the distribution or transmission of any Content or other materials by you or any User authorized by you, (iii) unauthorized access to or alteration of your communications with or through the Site or the All Things Business Services, or (iv) any breach of your obligations under this Agreement or the Privacy Policy

14.        Disclaimer and Exclusion of Warranties

YOU UNDERSTAND AND AGREE THAT THE SITE AND THE ALL THINGS BUSINESS SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT WE DO NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS.  WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN USERS.  WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT (i) THE SITE OR THE ALL THINGS BUSINESS SERVICES WILL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE SITE OR THE ALL THINGS BUSINESS SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR THE ALL THINGS BUSINESS SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER CONTENT PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR THE ALL THINGS BUSINESS SERVICES WILL MEET YOUR EXPECTATIONS, (V) THAT ANY PORTION OF THE SITE OR THE ALL THINGS BUSINESS SERVICES WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES, OR (VI) ANY ERRORS IN THE SITE OR THE ALL THINGS BUSINESS SERVICES  WILL BE CORRECTED.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED FROM THE SITE OR THROUGH THE USE OF THE ALL THINGS BUSINESS SERVICES ARE DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR THROUGH OR FROM THE ALL THINGS BUSINESS SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES.  ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

15.        Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE WILL 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 WE HAVE 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 OUR TOTAL CUMULATIVE DAMAGES UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH YOUR USE OF THE SITE OR THE ALL THINGS BUSINESS SERVICES EXCEED US$100.

16.        Governing Law; Venue

This Agreement will be governed by and construed in accordance with the laws of the State of Rio de Janeiro, Brazil, without regard to conflict of laws principles, and exclusive jurisdiction for any claim or dispute with All Things Business or relating in any way to your use of the Site or the All Things Business Services resides in the courts of the State of Rio de Janeiro.  You further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Rio de Janeiro, in connection with any such dispute and including any claim involving All Things Business and/or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

17.        Section Headings

The section titles of this Agreement are displayed for convenience only and have no legal effect.

18.        Entire Agreement; Severability

This Agreement and the Privacy Policy constitute the entire agreement between you and us and govern your use of the Site and All Things Business Services, superseding any prior agreements between you and All Things Business.

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.