GAUNTLENTDOWN.COM
TERMS AND CONDITIONS OF USE AGREEMENT

1.0 This Terms and Conditions of Use Agreement, which includes provisions relating to a Privacy Policy (hereinafter the Terms and Conditions of Use Agreement and Privacy Policy shall be referred to individually and collectively as ‘Agreement’) detail the terms, conditions, warranties, covenants, agreements (individually and collectively herein referred to as TERMS) which shall govern your access and use of the website (SITE) called Gauntletdown.com and shall serve to bind you (hereinafter ‘you’ shall be referred to as ‘USER’ as defined below, and you and USER shall be used interchangeably) on the one hand and gauntletdown.com, Levi Gwaltney and Quorum Informatics Corporation, with principal office located at 10272 Brickerton Drive, Mechanicsvill, Virginia (hereinafter Gauntletdown.com, Levi Gwaltney and Quorum Informatics Corporation are individually and collectively referred to as OWNER) on the other. 

2.0 The proprietary SITE is owned and operated by the OWNER and has been developed for the purpose (PURPOSE) of enabling an interactive, online community of USERS to listen in on debates taking place on the SITE,  voice opinions on selected topics, engage in online debates on selected topics, evaluate USERS via a betting/rating function and be  evaluated by the community via the betting/rating function.

3.0 To initially begin to access and use the SITE, you first need to review this Agreement and click I ACCEPT if you agree with all of its TERMS.   Clicking I ACCEPT shall indicate your acceptance of all of the TERMS and shall signify your agreement to be presently legally bound under the Agreement.

4.0 CAUTIONARY NOTES TO USER:
IF YOU ARE 13 YEARS OR YOUNGER, YOU ARE NOT AUTHORIZED TO USE THE SITE OR CREATE A PROFILE ON THE SITE. 

IF YOU ARE MINOR BETWEEN THE AGES OF 13 AND 17, YOU ARE REQUIRED TO GET YOUR PARENT OR GUARDIAN’S PERMISSION TO USE THE SITE AND SET UP A PROFILE.

IF YOU DO NOT AGREE WITH ALL OF THE TERMS, INCLUDING THE LIMITATIONS OF LIABILITY (PER PARAGRAPH 13 BELOW) AND THE TERMINATION PROVISIONS BOTH OF WHICH FAVOR THE OWNER, THEN YOU SHOULD CLICK I DO NOT ACCEPT BELOW AND YOU SHOULD NOT ACCESS OR USE THE SITE.

Before clicking I ACCEPT, you are advised to consult legal counsel if you do not understand the TERMS of this Agreement.  This Agreement shall in no way be construed to provide legal advice.

For emphasis and as described below, OWNER has the sole and exclusive right to modify the Agreement at any time and without prior notice to you.  You understand that OWNER may modify this Agreement from time to time and such modified Agreement shall be effective immediately upon modification and you shall be bound by the terms of the modified Agreement.  When such modification has been made, OWNER shall post a  notice on the SITE regarding such modification.

5.0  DEFINITIONS
USER - The term USER refers all individuals who access and use the SITE, including but not limited to visitors of the SITE who do not register to use the SITE and who browse on the SITE, members who are registered users, advertisers, and licensees. If an individual accesses and uses the SITE in his/her capacity as director or officer of an organized/incorporated entity, then the individual and the entity shall each be deemed to be a USER for purposes of this Agreement.

In order to access some of the features of the SITE you will need to become a member (Member) by creating a Member Account and providing registration information including a screen name and password.  You shall be solely responsible for the activity relating to your account and you shall be solely responsible to keep your account password secure.  You understand that OWNER shall have the right to review your screen name which is your user identification on the SITE.

USER CONTENT refers broadly to all postings, comments, text, e-mail messages, images, advertisements (if any), audiovisual works, audio-only works posted by a you as USER on the SITE during a USER’s access/use of the SITE. Note that you as USER hereby makes certain warranties concerning your USER CONTENT.  OWNER expressly disclaims all liability with respect to all USER CONTENT and OWNER has no control over USER CONTENT and USER CONTENT does not necessarily reflect the opinions of OWNER. USER IS SOLELY RESPONSIBLE FOR USER CONTENT and USER hereby indemnifies and holds harmless the OWNER from any and all liability whatsoever arising from all claims of any type whatsoever in connection with USER CONTENT.  USER CONTENT expressly excludes your personal information input as part of registration on the SITE.

OWNER CONTENT shall comprise application code, SITE features and functionalities, GauntletDown trademark, postings, messages, features of the SITE, generated by OWNER in the development, launch, maintenance, modification and operation of the SITE. 

LICENSEE CONTENT shall refer to information and other content posted on the SITE by authorized licensees of the SITE.

LINK shall refer to link/links to third party sites as made available by OWNER on SITE. As per below, OWNER hereby expressly  disclaims any and all responsibility for content on the LINK.

USER LINK shall refer to link/links to third party sites as posted by USER during USER’s access and use of the SITE.

PERSONAL INFORMATION shall refer to your personal, identifying information as input by you as part of registration on the SITE and creating a Member Account.

6.0  GRANT OF RIGHTS

1. Expressly conditioned upon your acceptance of all of the Terms of this Agreement, OWNER hereby grants to you as USER a revocable license to access/use the SITE in accordance with the TERMS of this Agreement and in uses consistent with the PURPOSE of the SITE.  You understand that OWNER has the unlimited right to terminate without notice your license granted herein for your conduct inconsistent with and/or in violation of the Terms of this Agreement.
2. OWNER reserves all rights not expressly granted herein.

7.0  CONDITIONS OF LICENSE GRANTED HEREIN
You hereby agree to comply with the following conditions governing your access to and use of the SITE:

1. You warrant that you have the right to use/post USER CONTENT and that your posting/use of such USER CONTENT shall not infringe upon another’s rights in connection with the USER CONTENT.  You alone have the responsibility to ensure that you have permission from copyright owners to post USER CONTENT that is protected by copyright.
2. You warrant that you shall not take any action that imposes an unreasonable load on the SITE’s infrastructure. You shall not use any device, software, routine, link or other means which serves to interfere with the proper working of the SITE.  As illustration only, you shall not use or attempt to use automated means to access the SITE via devices such as robots, spiders or scrappers.  You shall not transmit unwanted communications called spam.
3. You warrant that you shall not post or transmit any content that is defamatory, abusive, patently offensive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, harmful, injurious or that could potentially encourage criminal behavior.
4. You shall not access another Member’s account without express permission from that Member.
5. You warrant that you are at least 13 years of age, and if you are between the ages of 13 and 17, you agree to obtain permission from a parent or guardian before accessing the SITE and setting up a Member Profile.
6. You warrant that you shall not modify the SITE.
7. You shall not use a screen name that is sexually explicit and patently offensive.
8. You shall not use the SITE for purposes of offering to buy, selling, offering to sell, promoting, soliciting or advertising a business, products or services.

8.0  SPECIAL ACKNOWLEDGMENTS BY USER

1. You accept and acknowledge that USER CONTENT shall be deemed to be publicly accessible and non-private.  Therefore, when you post USER CONTENT on the SITE you do so fully aware of the inherent risks that other USERS may without your prior authorization use the ideas, information, expression of ideas in the USER CONTENT.  You acknowledge that OWNER has no responsibility whatsoever for USER CONTENT and as detailed below you indemnify and hold harmless OWNER from injury flowing to you in connection with such unauthorized uses of your USER CONTENT.  If you have a good faith belief that a USER is infringing on your copyright in your USER CONTENT, then, as described below, you may notify OWNER pursuant to the takedown notice provisions under the Digital Millennium Copyright Act (DMCA).
2. You as USER have the duty to protect from disclosure your Personal Information. 
3. You warrant that you are using this Site under no duress or coercion whatsoever and that you access and use the SITE voluntarily.
4. You accept and acknowledge that OWNER has the right to release your Personal Information to third parties as required by a governmental entity or statute to prevent fraud and/or to protect persons and/or property.

9.0  SITE is offered AS IS and other DISCLAIMERS BY OWNER
1.  Use of this SITE is provided as is, where is without warranty of any kind, including without limitation any warranty of title, merchantability or fitness for a particular purpose.  In no event shall OWNER be liable for damages or injuries of any kind whatsoever to USER, including USER employees, clients, authorized agents, for any deficiency, error, inaccuracies, omission or interruption in the services provided on the SITE.  Thus, OWNER makes no warranties whatsoever about the accuracy, availability, functionality of the SITE and/or features of the SITE.  OWNER expressly reserves the right to modify the SITE, deactivate and/or suspend services on SITE at any time and for  any reason whatsoever.

2.  OWNER has no obligation whatsoever to monitor USER interactions on the SITE and/or resolve disputes arising between USERS.

10.0  INTELLECTUAL PROPERTY-RELATED

1. You understand and agree that by accessing and using the SITE you acquire no ownership rights whatsoever in the SITE and/or OWNER CONTENT as defined below.
2. Gauntlentdown, Gauntletdown.com are trademarks (hereinafter MARKS) solely owned by OWNER at all times.  You acquire no rights whatsoever in the MARKS by accessing and/or using the SITE.
3. OWNER makes no claim to ownership rights in USER CONTENT.  Notwithstanding the preceding statement, you acknowledge that some USER CONTENT may have already entered the public domain while other USER CONTENT may have valid and enforceable copyright protection and/or other intellectual property protection. You hereby irrevocably grant to OWNER the worldwide, perpetual non-exclusive, fully paid and royalty-free right to use and/or sublicense, solely at OWNER’s discretion, your USER CONTENT.  The right to use shall expressly include but is not limited to the right to modify or make derivative works, display, publicly perform, parse, reproduce, distribute USER CONTENT solely in connection with the SITE.
4. At all relevant times, OWNER maintains exclusive ownership of OWNER CONTENT and underlying patent rights (if any) relating to the SITE and its features and functionalities and OWNER has the sole right to seek patent protection for such inventions underlying the SITE.
5. You accept and agree that you do not have the right to use USER CONTENT posted by other USERS without the express permission of the USER.

11.0  TAKEDOWN NOTICE PROVISIONS

If you are a copyright owner or agent thereof and have a good faith belief that USER CONTENT infringes on your copyright you may notify OWNER using procedures detailed below pursuant to the takedown provisions of the Digital Millennium Copyright Act (DMCA). You should consult legal counsel to ensure you are using current procedures for giving effective takedown notice (‘Notice’) to OWNER.
      The Notice to OWNER shall be in writing and shall include the following:

1. Identification of the copyright owner or copyright owner’s authorized agent (‘complaining party’), including the complaining party’s contact information sufficient to enable OWNER to contact that party.
2. A description of the specific item of USER CONTENT in which you claim copyright ownership with enough specificity to enable OWNER to identify and locate the item of  USER CONTENT.
3. A statement, under penalty of perjury, that the Notice has accurate information and that the complaining party has a present good faith belief that the use of the specified item of USER CONTENT is not authorized by the copyright owner.
4. The Notice shall be addressed as follows:  Levi Gwaltney, 10272 Brickerton Drive, Mechanicsville, VA 23116.

12.0  INDEMNIFICATON by USER FOR BENEFIT OF OWNER

1. You hereby agree to indemnify and hold harmless OWNER from injury or damages (including court costs and reasonable attorney’s fees) and/or liability of any kind whatsoever to you in connection with or arising from USER CONTENT posted by other USERS.
2. You hereby agreed to indemnify and hold harmless OWNER from injury or damages (including court costs and reasonably attorney’s fees) and/or liability of any kind whatsoever to third parties in connection with or arising from your USER CONTENT.
3. You hereby agree to indemnify and hold harmless OWNER from injury or damages (including court costs and reasonable attorney’s fees) and/or liability of any kind whatsoever to third parties in connection with OWNER’s authorized use/uses of USER CONTENT as such use is described in Paragraph   below.

13.0  OWNER’S LIMITED LIABILITY
Notwithstanding any other Term of this Agreement, you hereby accept and acknowledge that OWNER’s entire liability (if any) for any act/omission or other liability for damages of whatever kind to you as USER and whether under contract, tort or other legal theory or statute, shall be limited to the fixed sum of $100 USD or the amount directly paid (if any) by you to OWNER for access/use of the SITE, whichever sum is greater. 

14.0  MISCELLANEOUS PROVISIONS

1. This Agreement shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof. 
2. Failure by any party to this Agreement to enforce any of its rights pursuant to the Agreement shall not operate as a waiver of such rights in the future or waiver of any other rights under the Agreement.
3. If any Term of this Agreement is deemed invalid by a court, that finding shall not affect the validity of any of the remaining Terms.
4. This Agreement shall not be deemed to create an employment, agency, joint venture, or partnership agreement between the parties hereto.
5. The section headings in this Agreement are provided for convenience only and shall have no legal significance or contractual effect whatsoever.

15.0  JURISDICTION
            You expressly agree to be subject to the personal jurisdiction of the courts of the State of Virginia and the courts of Hanover County, Virginia.  You understand that this Agreement shall be construed in accordance with the laws of the State of Virginia without regard to conflict of laws provisions.

1. DISPUTE RESOLUTION

            In the event of a dispute arising under this Agreement, either party may demand that the dispute be settled by binding arbitration using the dispute resolution procedures of the American Arbitration Association (ABA).  Notwithstanding the preceding, you agree and accept that Owner shall not be prevented from seeking injunctive relief in a court of competent jurisdiction.  You agree that the dispute shall be governed in accordance with the laws of the State of Virginia.