1. ACCEPTANCE OF TERMS & CONDITIONS Rainbow Bridge, Inc. (the “Company” or “We”) is pleased to welcome you to this website (the “Website”). By using or viewing the Website, you are agreeing to the following terms and conditions (hereinafter “Terms & Conditions” or “Agreement”), including the Privacy Policy. 2. DESCRIPTION OF SERVICES The information and features included in this Website (the “Service”) is for entertainment purposes only and is subject to change at any time without notice. By accessing or linking to this Website, you assume the risk that the information on this Website may be incomplete, inaccurate, out of date, or may not meet your needs and requirements. The Service may include advertisements for third party providers. You agree that at any time the Company may change the Service and that the Service is provided “As Is.” You further agree that the Company shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service or interruption in access to the Website. The Company reserves the right to modify or discontinue this Website, or any portion thereof, without notice to you or any third party. 3. CONTENT OWNERSHIP This Website and all of its contents, including but not limited to, directories, photographs, illustrations, images, video and audio clips and advertising copy, as well as the trademarks, logos, domain names, trade names, service marks and any/all copyrightable material (including source and object code) and/or any other form of intellectual property (collectively, the “Material”) are owned by or licensed to the Company or other authorized third parties and are protected from unauthorized use, copying and dissemination by copyright, trademark, publicity and other laws and by international treaties. Nothing contained in this Agreement or on the Website should be construed as granting any license or right to use any Material in any manner without the prior written consent of the Company or such third party that may own the Material or intellectual property displayed on the Website. Any unauthorized copying, modification, publication, framing, posting, or other unauthorized use of the Material is prohibited. You agree not to use the Material for any unlawful purposes and not to violate the Company’s rights or the rights of others. The Company values its intellectual property rights highly and will enforce its rights to the extent of the law. The Company may add, modify, discontinue, remove or suspend any of the Material at any time, without notice and without liability. 4. YOUR OBLIGATIONS Privacy Policy: You agree that your use of the Service is subject to the Privacy Policy. Conduct: You agree that while using the Website, that you will not: post any content which is unlawful, threatening, abusive, defamatory, offensive, obscene, or otherwise objectionable in any way; engage in fraudulent misrepresentations; post any content which violates the intellectual property rights of another; engage in any activity that disrupts the Service or the Website in any way; or otherwise violate any state or federal law. You consent and agree that the Company may preserve and disclose information as required by applicable laws, when necessary, to protect our rights, to prevent fraud, and when required to comply with a judicial process, administrative process, court order, or other legal process. Submitted Content: You agree that you will be solely responsible for any information that you post or upload (“Content”) and you warrant and represent that the Content does not and will not infringe on any copyright or any other third party right, nor violate any applicable law or regulation; and you have the right to grant any and all necessary rights and licenses, including without limitation, all necessary copyright and other related rights to the Content, and the right to hyperlink to any web page links you provide, free and clear of any encumbrances, without violating the rights of any person or entity, including any right to privacy or publicity. Violations: The Company will determine your compliance with the Terms & Conditions and its decision shall be final and binding. Any violation of this Agreement may result in restrictions on your access to all or part of the Website and may be referred to law enforcement authorities. No waiver of any of the Terms & Conditions shall be of any force or effect unless made in writing and signed by a duly authorized officer of the Company. 5. INDEMNIFICATION You, on behalf of yourself and each of your affiliates and agents, fully, finally and forever agree to indemnify and hold harmless the Company and affiliates and agents, from any lawsuit, claim, or demand, including any reasonable attorneys’ fees, made by any third party arising out of Content submitted by you and made available through the Website, your violation of the Terms & Conditions, or violation of any rights of another. 6. TERMINATION The Company reserves the right to terminate this Agreement and/or suspend your access to the Website and the Service at any time, with or without cause, with or without notice. You agree that upon such termination, the Company, its heirs, predecessors, successors, assigns and present and former parents, subsidiaries, related entities, affiliated and sister corporations, divisions, officers, owners, shareholders, employees, representatives and agents shall not be liable to you or any third party under any circumstances. 7. THIRD PARTIES You agree that this Agreement is between you and the Company and shall not be construed to the benefit of any third-party. 8. DISCLAIMERS You agree that the Company provides this Service “As Is,” without liability for any faults or malfunctions. The Company and all its affiliates, disclaim any warranty, expressed or implied, including but not limited to merchantability, functionality, fitness for any purpose, and non-infringement. The Company and all its affiliates make no warranty regarding availability of the Service and shall not be held liable for any interruption or discontinuation of the Service, or for any failure to meet any requirement or expectation. The Company shall not be liable for any damage to a computer system, or for damage or loss of data, resulting from your visit to or dependence on the website. 9. LIMITATIONS ON LIABILITY You agree that The Company and its affiliates shall not be liable for any damages, including but not limited to those for lost profits, goodwill, use, data or other tangible or intangible items resulting from use of the Website, even if the Company has been advised of the possibility of such damages. By accessing this Website, you indicate that you understand these Terms & Conditions and that you waive rights with respect to claims. In accordance with this waiver, you acknowledge that you have read these terms and understand them. 10. TRADEMARKS & COPYRIGHTS Al Jarreau’s name, image, trademark and service mark (hereinafter the “Marks”) are property of the Company. You agree not to make any use of these without the Company’s permission. The Company affords equal respect to the trademarks and other intellectual property rights of others. Therefore, if you believe that your intellectual property rights are being infringed in any way on the Website, pursuant to the Digital Millennium Copyright Act (hereinafter the “DMCA”) please notify the Company. To file a copyright infringement notification with us, send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements): A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 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. 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 us to locate the material. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted. 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. 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. 11. NOTICE The Company reserves the right to change or modify this Agreement at any time without notice, with the changes becoming effective when posted. 12. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between you and the Company, and no oral or written representations, warranties or inducements have been made concerning this Agreement other than the representations, warranties and covenants contained and memorialized in this Agreement. You specifically agree that should a dispute arise under this Agreement requiring interpretation of the same, you will not refer to previous versions of the Agreement. Rather, the interpretation of the Agreement shall be based only in the current language, terms, and conditions set forth herein. 13. FORUM This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California, excluding any conflict of law principles. All disputes arising under, out of, or in any way connected with the Agreement shall be litigated exclusively in the state and federal courts residing in California. In any such action, you agree to submit to the subject matter jurisdiction of such courts and waive any objections to venue for such courts. 14. WAIVER AND SEVERABILITY The failure of the Company to assert a right under this Agreement or insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by you. The provisions of this agreement are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 15. FORCE MAJEURE The Company shall not be liable by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, governmental action, labor conditions or any other cause which is beyond the reasonable control of the Company. 16. STATUTE OF LIMITATIONS You agree that regardless of any statute of law to the contrary, any claim or cause of action arising out of or related the Agreement or to the Company must be filed within one (1) year after such cause of action arose.
