FOR USERS OF BOYD COFFEE COMPANY’S WEBSITE
IF YOU CHOOSE TO ACCEPT THIS AGREEMENT BY CHECKING ON THE “I AGREE” BOX, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IT IS PRESENTED TO YOU AS OF THE DATE OF SUCH ASSENT (THE “EFFECTIVE DATE”). NO CHANGES (ADDITIONS OR DELETIONS) TO THIS AGREEMENT WILL BE ACCEPTED BY BOYD COFFEE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE THIS SITE. YOU SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR YOUR RECORDS.
By visiting this Site, You agree to the following:
1. Definitions. In addition to all other defined terms in this Agreement, the following terms have the following meaning: (i) “BOYD COFFEE Server” means the computer software or hardware that serves and hosts the Site to users across the Internet; and (ii)“User(s)” means You and any other end users gaining access to the Site through You.
2. Access; Conditions to Use of the Site.
2.1 Subject to all of the terms and conditions of this Agreement, BOYD COFFEE hereby grants to User a non-exclusive, revocable, and limited right to access and use the Site in strict compliance with this Agreement (“Access Right”). BOYD COFFEE reserves the right to suspend or revoke this Access Right at our discretion without notice. Notwithstanding the foregoing Access Right, BOYD COFFEE also has the right to change, suspend, or discontinue any (or all) aspects or features of the Site at any time, and from time to time, including the availability of any content or features on the Site. This Access Right granted to User under this Agreement will immediately terminate upon the expiration, cancellation or termination of this Agreement for any reason.
2.2 User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access the Site, including, without limitation, Internet connections, modems, hardware, software, and long distance or local telephone service.
2.3 As a condition of Client’s use of the Site, User covenants to BOYD COFFEE that User will not use the Site for any unlawful purpose or for any purpose that is prohibited by this Agreement. User may not use the Site in any manner that could damage, disable, overburden, or impair the Site and any BOYD COFFEE Servers, or interfere with any other party’s use and enjoyment of the Site. User may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
2.4 Notwithstanding any assistance that BOYD COFFEE may provide, the User assumes sole responsible for the uploading and updating of any of the User’s Content (if any) as may be available through the Site.
2.5 Without limiting the generality of the foregoing, User agrees to all of the following provisions: (a) User will not upload to, distribute or otherwise publish through the Site any data, information, messages, text, works, material or any other content, including, without limitation, any personal identifiable information related to the User (collectively, “Content“) that is unlawful, libelous, defamatory, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, obscene, or otherwise objectionable; (b) User will not upload or transmit any Content that would violate the rights of any party, would constitute or encourage a criminal offense, or would otherwise create liability or violate any local, state, federal or international law, (c) User will not upload or transmit any Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party anywhere; (d) User will not impersonate any person or entity or otherwise misrepresent the User’s affiliation with a person or entity; (e) User will not distribute or publish unsolicited promotions, advertising, or solicitations for any goods, services or money, including junk mail and junk e-mail; and (f) User will not use the Site for purposes not authorized by BOYD COFFEE.
2.6 Without limiting the generality of the foregoing, User agrees to all of the following provisions: (a) Users are prohibited from violating or attempting to violate the security of the Site or the BOYD COFFEE Server, including, without limitation, (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host, or network; or (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; (b) any violations of any system or network security (including, but not limited to, that of the Site or the BOYD COFFEE Server) may result in civil or criminal liability; and (c) BOYD COFFEE has the right to investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. BOYD COFFEE also reserves the right to cooperate with any and all law enforcement agencies, including complying with warrants, court orders and subpoenas and disclosing to law enforcement agencies any information about any User and anything a User does with respect to the Site. By Client’s use of the Site, User authorizes BOYD COFFEE to take such action.
2.7 In the event the Site, now or in the future, allows User to upload, transmit, or otherwise contribute any Content to the Site, User hereby represents and warrants to BOYD COFFEE that User has the lawful right to distribute and reproduce such Content. Also, User is solely responsible for its conduct (and the conduct of its users) while using the Site, including, but not limited to, all Content in any folders or web pages (if any), or through any other transactions or interactions User generates, transmits, or maintains via the Site. BOYD COFFEE takes no responsibility for any such online distribution or publication by User or by any other party. BOYD COFFEE cannot and will not review every message or other Content that User or any other party may generate or post, and BOYD COFFEE is not responsible for the Content thereof.
2.8 In addition to any other right to terminate this Agreement, BOYD COFFEE hereby has the absolute right to immediately terminate, without warning, any account which it believes, in its sole discretion, breaches any of the provisions of this Section 2.
3. Copyrights and Other Intellectual Property Rights; Reservation of Rights.
3.1 BOYD COFFEE’s policy is to respect the copyright and intellectual property rights of others. BOYD COFFEE has the absolute right to (i) immediately terminate, without warning, all rights (including, without limitation, all Access Rights) of any Users who (in BOYD COFFEE’s determination) appear to infringe upon the copyright or intellectual property rights of others, and (ii) remove any Content from the Site that, in BOYD COFFEE’s determination, may infringe the copyright or other intellectual property rights of any third party.
3.2 This Agreement shall not be interpreted to transfer any rights in any intellectual property from BOYD COFFEE to any Users. BOYD COFFEE or its licensors shall solely own all inventions, patents, trademarks/service marks, logos, images, graphics, content, reports, analysis, data, formulae, processes, techniques, software, website designs, all other copyrights, and all other intellectual property provided in, or made available by using, or otherwise contained in, the BOYD COFFEE Site and otherwise provided in furtherance of this Agreement (collectively, “BOYD COFFEE IP Assets”).
3.3 BOYD COFFEE IP Assets may not be used by User without the prior written permission from BOYD COFFEE, and then only with proper acknowledgement. Any rights not expressly granted herein to User are reserved to BOYD COFFEE. In addition to any other conditions on Client’s Access Right as set forth in this Agreement, Client’s Access Right is subject to the following additional conditions: (i) User shall not modify, disassemble, decompile or reverse translate or create derivative works from any of the BOYD COFFEE IP Assets or otherwise attempt to derive any source code of the same or let any third party do the same; (ii) no copyrighted material, content, or any other BOYD COFFEE IP Assets may be downloaded, modified, copied, displayed, transferred, distributed, sold, published, broadcast or otherwise used except as expressly stated either in such materials or in this notice without the express prior written permission of BOYD COFFEE (which BOYD COFFEE may or may not grant in its sole discretion); (iii) User shall not remove, alter, cover or obscure any copyright notices or other proprietary rights notices of BOYD COFFEE or any other party placed on or embedded in the BOYD COFFEE IP ASSETS and shall otherwise retain all such notices on all copies of the same; and (iv) use of any of the BOYD COFFEE IP Assets is prohibited unless User is an authorized User in good standing. Unauthorized use is a violation of copyright and other intellectual property rights and is actionable under law.
3.4 User agrees to keep strictly confidential all BOYD COFFEE IP Assets that have not been made publically available by BOYD COFFEE. User also acknowledges and agrees that the terms and conditions of this provision shall survive the cancellation, expiration or termination of this Agreement for any reason
4.1 User agrees that: (i) if the User has any Content or any login or password associated with this Site, then User is solely responsible for maintaining the confidentiality of the same; and (ii) if the User has any login or password associated with this Site, then User (a) is solely responsible for all uses of its login and password regardless of whether these uses are authorized by User. Client, and (b) User will immediately notify BOYD COFFEE of any unauthorized use of the User’s login and password.
4.2 The Privacy Statement for the Site [www.boyds.com/about/privacy-policy/] are hereby incorporated into this Agreement by this reference and User hereby agrees to comply with the same at all times.
5. Indemnity. Client, as a User, will indemnify and hold BOYD COFFEE, its parents, subsidiaries, affiliates, officers, and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of the User’s access to the Site, use of the Site, the violation or other breach of this Agreement by the User, or the infringement by the User, or any third party using the User’s account, of any intellectual property or other right of any person or entity.
6. Site Resources. The Site may provide a wide variety of information, data, facts, and features (collectively, “SITE Resources”) for the User’s benefit. While BOYD COFFEE endeavors to provide the most current and accurate Site Resources as possible, the User acknowledges and agrees (i) the Site Resources may be general in nature, and may not apply to particular factual circumstances; and (ii) the Site Resources may contain errors and should not be relied upon or act as a substitution for independent investigation by the User. ALL SITE RESOURCES ARE PROVIDED “AS IS” AND SITE RESOURCES AVAILABLE THROUGH THIS SITE MAY BE SUPERSEDED AND/OR MAY INCLUDE INACCURACIES. ALSO, where a document CONTAINED AS A SITE RESOURCE IS OBTAINED FROM ANOTHER SOURCE, THEN the OTHER SOURCE (AND ITS WEBSITE) takes precedence. BOYD COFFEE MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THIS SITE, SITE RESOURCES AND ITS BOYD COFFEE SERVERS AT ANY TIME.
7. Links to Third Party Sites. As a convenience to Client, the Site may now, or in the future, provide links to other Internet web sites that are not owned by BOYD COFFEE, and are not under our control (“Third Party Websites”). BOYD COFFEE does not control the Third Party Websites and is not responsible for the Content included in them including, without limitation, any subsequent links contained within a linked web site, or any changes or updates to a linked web site. Any reference from the BOYD COFFEE Site to any entity, product, service or information does not constitute an endorsement or recommendation by BOYD COFFEE. No Third Party Website is authorized to make any representations or warranties on our behalf. Your visit to any Third Party Websites are subject to the terms and conditions of such Third Party Websites, and not this Site’s Agreement. User should refer to each Third Party Website’s specific terms.
8. Disclaimer of Warranties; Disclaimer of Liability.
8.1 BOYD COFFEE MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OR ACCURACY OF THE SITE RESOURCES CONTAINED IN THIS SITE. ALL SITE RESOURCES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. BOYD COFFEE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, BOYD COFFEE FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BOYD COFFEE DOES NOT WARRANT THAT THE SITE AND THE SITE RESOURCES ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THE BOYD COFFEE SERVER MAKING THIS SITE AVAILABLE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS.
8.2 BOYD COFFEE SHALL NOT be liable for any special, indirect, INCIDENTAL OR consequential damages or any damages whatsoever resulting from INCONVENIENCE, OR loss of use, RESOURCES or profits, whether in an action of contract, negligence or other TORTIOUS action, arising out of or in connection with the use or performance of the site, or site resources made available through this Site, or any third party websites, EVEN IF BOYD COFFEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
10. Termination. In the event User, or anyone other using User’s privileges, violate the terms of this Agreement (as determined in BOYD COFFEE’s discretion), BOYD COFFEE reserves the right to take any action it deems appropriate, including, but not limited to, termination of this Agreement, including all Access Rights (as such term is defined in Section 2.1 above). In addition to any other right of BOYD COFFEE to terminate this Agreement, BOYD COFFEE further reserves the right, without notice, at any time, in its sole discretion, and for any reason, to terminate this Agreement, including all Access Rights. BOYD COFFEE is not required to provide mail or web page forwarding at termination.
11. Miscellaneous Provisions
11.1 Governing Law. This Agreement shall be construed and controlled by the laws of the State of Oregon. The laws of the State of Oregon will govern any dispute arising from the terms of this Agreement or a breach of this Agreement. User agrees to personal jurisdiction by the state and federal courts sitting in the State of Oregon in Multnomah County.
11.2 Notices. Except as otherwise expressly provided in this Agreement, any communications between the parties, or notices to be given hereunder, will be given in writing by personal delivery, express courier, facsimile, or United States Postal Service, postage prepaid, or by email to User at any address (or facsimile or email) it has provided to BOYD COFFEE, or to BOYD COFFEE at the official address (or official facsimile or official email address) given for BOYD COFFEE’s corporate headquarters, or to such other addresses or numbers as BOYD COFFEE may hereafter indicate pursuant to this Section. Unless otherwise provided in this Agreement, any communication or notice so addressed and mailed will be deemed to be given five (5) days after mailing; provided, however, any communication or notice delivered:(i) by facsimile will be deemed to be given when the transmitting machine generates a receipt of a successful transmission of the notice; or (ii) by email will be deemed to be given when the email has been generated and sent by the sender. Unless otherwise provided in this Agreement, any communication or notice given by personal delivery will be deemed to be given immediately upon such delivery, provided such delivery is made to the person indicated below.
11.3 Remedies. User acknowledges that monetary damages may not be a sufficient remedy for unauthorized use of BOYD COFFEE’s Site, and therefore User agrees that BOYD COFFEE shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court or arbitration panel of competent jurisdiction without necessity of posting a bond and without having to plead and prove lack of an adequate remedy at law.
11.4 Attorney Fees. If any suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court and, if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.
11.5 Binding Effect; No Assignment by Client; Permissible Assignment by BOYD COFFEE. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that User may not assign this Agreement, in whole or in part. Any purported assignment in violation of this Section shall be void. BOYD COFFEE shall have the right to assign this Agreement, or any part of it, in its sole discretion to any party, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by such successors and assigns
11.6 Entire Agreement; Modification; Waiver. This Agreement, including any attachments and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of BOYD COFFEE, its agents, or employees, but only by an instrument in writing signed by an authorized employee of BOYD COFFEE. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the remainder of the Agreement shall continue in effect.
If You Have Questions: If You have questions about this Agreement, then You should write to Us at firstname.lastname@example.org.