Last Modified February, 4th, 2006
HSPN Networks, LLC, a California Limited Liability Company, including its successors and assigns, ("HSPN") operates the HSPN Networks enthusiast sites (including, without limitation, www.hspn.com, www.hyperspeedperformance.com, www.hyperspeednews.com, www.KingofImports.com, and www.compareapart.com) and certain co-branded versions of its site under contract other third parties (collectively, the "Site"). You may only use the Site pursuant to the following terms and conditions, which you accept by your use of the Site. Use of the Site is subject to additional terms and conditions defined by our content providers ("Licensors") as stipulated on applicable pages of the Site, which you accept by your use of the Site. HSPN reserves the right to modify or revise these Terms of Use and/or Privacy Statement or its other policies at any time at its sole discretion. Any such modifications to the Terms of Use and Privacy Statement shall be effective within forty-eight (48) hours of being posted on the Site unless otherwise stated by HSPN in writing. You are bound by such modifications or revisions, and should therefore visit this page frequently to review the terms. Your continued use of the Site following HSPN's posting of any changes or modifications to these Terms of Use and/or Privacy Statement will constitute your acceptance of such changes or modifications. In the event that you do not agree to any changes or modifications of these Terms of Use and/or Privacy Statement, you should not continue to use the Site.
LICENSE AND SITE ACCESS
HSPN grants you a non-exclusive right and license to access and use the Site for personal, noncommercial purposes, or to purchase items from third-party merchants accessible via links on the Site. This license does not include and strictly prohibits: any resale of the Site or its contents; any collection and use of any product listings, descriptions, or prices other than as expressly authorized herein; any derivative use of the Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Site, including its operation, interface and contents, are covered by United States copyright laws and international laws and treaties, and may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any unauthorized commercial purpose without the express prior written consent of HSPN. Any unauthorized use shall immediately terminate the licenses and rights granted by HSPN and any Licensors hereunder, and may subject you to civil and/or criminal prosecution. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to any page of the Site so long as the link does not portray HSPN, its subsidiaries, affiliates, Licensors, co-brand partners and other partners or its or their respective services in a false, misleading, derogatory or otherwise offensive or damaging manner. You may not use any HSPN, Licensor, subsidiary, affiliate, co-brand partner, or other partner logo or other proprietary graphic or trademark as part of a link to the Site without first obtaining the express written consent of HSPN, the subsidiary, affiliate, co-brand partner or other partner or Licensor (as applicable).
HSPN does not guarantee continuous, uninterrupted or secure access to its services or the Site, and the operation of the Site may be interfered with by numerous factors outside or within HSPN's control.
CONTENT
HSPN provides a number of different services to assist you in comparison shopping for products and services on the Site. HSPN is paid by merchants or other third parties for listing products and services on the Site and for promotions such as featured merchants (or vendors), featured products and showcases, or sales and specials. Additionally, through the HSPN’ newsletter, HSPN provides a venue allowing users who open member accounts to receive information from us or existing merchants about the sale of new and used products that are described on the Site, specials, events, or group buys, or those things coming to thte site, or other things deemed of interest to our members by the HSPN staff. HSPN does not usually receives a transaction fee from merchants when a Member or user has completed the purchase of an item made available by a merchant for sale on the Site.
HSPN does not sell, resell or license any of the products listed on the Site, nor is HSPN acting as an agent of sale, and HSPN disclaims any responsibility for, or liability related to, such products and services (see Disclaimer of Warranties and Limitation of Liability, below). Any questions, complaints or claims related to any product should be directed to the appropriate merchant or seller.
HSPN does not warrant that product descriptions, pricing, editorial commentary, or product reviews or any other content of the Site, regardless of its source, is accurate, complete, reliable, current or error-free. Site content is provided for informational and entertainment purposes only and does not constitute an endorsement by HSPN of any product, merchant, seller, service, or any reviews or comments thereof regardless of the source of such review or comment. HSPN assumes no liability for inaccuracy or incompleteness in its search results, editorial content, reviews or other content on the Site.
CONTENT SUBMISSION
By contributing or submitting any content to the Site, you warrant that you are the author and owner of the intellectual property rights thereto or have the appropriate license and sublicense rights from the owner, and you grant HSPN a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such materials and/or incorporate such materials into any form, medium or technology, and you also grant the right to HSPN to sublicense and any all of the foregoing rights to third parties, in all cases without compensation to you. In addition, you warrant that all "moral rights" that you may have in those materials have been voluntarily waived by you. None of the materials shall be subject to any obligation of confidence on the part of HSPN, its agents, subsidiaries, affiliates, Licensors, co-brand partners or other partners and their respective directors, officers, employees, agents and representatives. HSPN reserves the right to change, condense or delete any content on the Site that HSPN deems, in its sole discretion, to violate the content guidelines or any other provision of this Agreement.
You agree that you shall not post or provide any information to/for the Sites:
• that is known by you to be false, inaccurate or misleading;
• that infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
• that violates any law, statute, ordinance or regulation in any applicable jurisdictions (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising and privacy);
• that is, or may reasonably be considered to be, defamatory, hateful, racially or religiously biased or offensive (including the use of swear words), unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;
• for which you were compensated or granted any consideration by any third party;
• that seeks to obtain a commercial advantage;
• that includes any information that references other web sites, addresses, email addresses, contact information, phone numbers or other personal information such as credit card numbers; or
• that contains any computer viruses, worms or other damaging or potentially damaging computer programs or files.
In contributing or submitting any content to the Site, you agree not to use a false or misleading email address, impersonate any person or entity, or otherwise provide any misleading information as to the origin of any content that you submit. You should also note your obligations to indemnify HSPN (among others) for the content you submit as set forth in the indemnity section, below.
You agree that you that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the Site or any sales being conducted through the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on HSPN's computer systems or communications infrastructure. You agree that you will not use any software robot, spider, other automatic device or manual process to monitor or copy Site pages or the content contained therein without HSPN's prior written consent.
PARTS/PRODUCTS REVIEWS ("Part Review")
You may submit a Part Review through the Parts Review System on the Site to describe your experiences with a part or parts.
• You may submit a Part Review only in good faith and about a part that you have actually purchased from a retail outlet.
• You agree to submit the corresponding and legitimate invoice number or equivalent confirmation of order number/identifier after submitting the Part Review at the request of HSPN if HSPN deems it necessary. You acknowledge and agree that the Invoice Number will be made available to HSPN upon such request, and accordingly, HSPN may be able to contact you regarding your review or otherwise.
• You may only describe your experience with the part for which you are writing a Parts Review. You should not review any part negatively when your negative experience was not caused by the part.
• You may submit no more than one Part Review per part.
• Any Parts Review that you submit is subject to the conditions and restrictions described in the CONTENT SUBMISSION section, above.
• You acknowledge and agree that HSPN may, in its sole discretion, post only the first ten (10) Parts Reviews it receives from users (which may not include your review).
Upon becoming aware of the same, HSPN will omit any Parts Review that it determines on the face of the review (only) violates any requirements in this Terms of Use or the Member Agreement. HSPN will not normally edit or modify the contents of a Parts Reivew; it will likely only remove a review in accordance with the foregoing.
OTHER BUSINESSES AND LINKS TO OTHER SITES
HSPN may provide links to the sites of third-party merchants, affiliated companies, co-brand partners and other parties. These links are provided solely as a convenience and entertainment to you, and does not constitute an endorsement by HSPN of the content of such third-party sites nor of the business practices of such other businesses, entities or individuals. HSPN is not responsible for examining or evaluating, and does not warrant or claim responsibility in any way, the products, services, offerings or business practices of any of these businesses, entities or individuals or the content of their web sites. You should carefully review their privacy statements and other conditions of use.
HSPN has no control over the business practices of any third-party merchant or seller, nor does it control in any way the quality, safety or legality of any item listed on the Site or any business transaction that occurs as a result of products listed on the Site.
IN THE EVENT OF A DISPUTE BETWEEN YOU AND A MERCHANT LISTED ON THE SITE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE HSPN, ITS SUBSIDIARIES, AFFILIATES, CO-BRAND PARTNERS OR OTHER THIRD PARTIES UNDER CONTRACT WITH HSPN, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LEGAL REPRESENTATIVEFROM AND AGAINST CLAIMS AND DAMAGES OF ANY KIND, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.
If you are a California resident, by using the Site, you explicitly waive the rights granted to you under California Civil Code 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE SITE IS PROVIDED BY HSPN ON AN "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HSPN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, GRAPHICS, LINKS, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON THE SITE, OR THEIR ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS. IN ADDITION, THIRD PARTIES PROVIDE SOME OF THE MATERIAL ON THE SITE; TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HSPN SHALL NOT BE RESPONSIBLE FOR ANY SUCH THIRD PARTY MATERIAL. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE OR ANY TRANSACTION RESULTING THEREOF IS SOLELY AT YOUR OWN RISK. HSPN DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR THE SERVICES. OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF HSPN'S CONTROL.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HSPN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS REGARDING THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HSPN MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES REVIEWED ON THE SITE OR BOUGHT AND/OR SOLD USING THE SITE, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED BY THEM, OR THAT THE SITE, ITS SERVERS, OR E-MAIL SENT FROM HSPN ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HSPN WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES.
CERTAIN STATE LAWS IN THE UNITED STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENTS OF THE SITE, OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, WITH HSPN'S PRIVACY POLICY OR ANY OTHER POLICIES OF THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE.
INDEMNITY
To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold HSPN, its subsidiaries, affiliates, co-brand partners, and other parties with which HSPN is under contract, and their respective officers, directors, employees and agents free and harmless from and against any claims, actions and demands, including, without limitation, any legal and accounting fees resulting from your use of the Site and/or your breach of the Terms of Use and Privacy Statement and/or Member Agreement, and/or resulting form any and all content you submit to HSPN and/or the Site. HSPN shall provide notice to you of any such claim, suit or proceeding.
GOVERNING LAW/ARBITRATION
These Terms of Use and Privacy Statement will be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts or choice of law. In addition, the application of the United Nations Convention on Contracts for the International Sale of Goods, including any amendments thereto, is expressly excluded hereby. Except for disputes arising from an alleged violation of intellectual property rights or breach of confidentiality, for which the injured party may suffer irreparable harm and may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies, and actions to enforce the decisions of the arbitrators, for which action may be taken in any court of competent jurisdiction, all disputes arising out of or related to this Agreement, including the scope, the construction or application of this Agreement, shall be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in force. The arbitration hearings and all meetings pursuant to this section shall be held in Los Angeles, California, USA, and shall be conducted in English. If the parties cannot agree upon a single arbitrator within fifteen (15) days after demand by either of them, each party shall select one arbitrator knowledgeable about Internet commerce in California and the USA generally, and notify the other of its selection, and such two arbitrators shall select a third from a list of arbitrators (with knowledge of the Internet industry) qualified by the American Arbitration Association in California. If this procedure for selecting arbitrators fails, then a neutral arbitrator based in California with knowledge of Internet commerce in California and the USA generally shall be selected by the American Arbitration Association to resolve the dispute. The arbitrator(s) shall conduct a hearing within thirty (30) days after their selection. A majority of the arbitrators (if there is more than one pursuant to this clause) shall determine the decision/award, which shall be rendered within five (5) days after the completion of the hearing. The decision of the arbitrator(s) shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrators equally. Nothing in any indemnification provision hereunder shall be construed as having any bearing on the award of attorneys' or arbitrators' fees under this section.
IP OWNERSHIP AND COPYRIGHT INFRINGEMENT
HSPN disclaims any responsibility for the content of any third party materials provided through or on its Site or other services ("Third Party Content"). HSPN will respond to notices of alleged infringement regarding Third Party Content sent pursuant to, and in accordance with, the Digital Millennium Copyright Act ("DMCA"), which may include HSPN removing or disabling access to Third Party Content claimed to be the subject of infringement or other activity. All notices sent to HSPN regarding matters other than informing HSPN that a party's copyrighted material may have been infringed (and relating only to Third Party Content) will not receive a response through this process.
Written notification must be submitted to the following Designated Agent:
Name of Designated Agent: Ben Fried
By Mail:
RealityDesign, LLC
Attn: Ben Fried
9420 Reseda Blvd. Suite #805
Northridge, CA 91324
By Email: ben@realitydesign.com
By Fax: (818) 701-0172
INFRINGEMENT NOTIFICATION
To be effective, your infringement notification must include the following:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single web site are covered by a single notification, a representative list of such works at that web site;
3. Identification of the material (i.e., the Third Party Content) 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 HSPN to locate the material;
4. Information reasonably sufficient to permit HSPN to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
5. A statement, as follows: "I 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"; and
6. A statement, as follows: "The information in this notification is accurate, and under penalty of perjury, I swear that I am the copyright owner or that I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
Upon receipt of the written notification containing the information as outlined in 1 through 6 above:
1. HSPN shall remove or disable access to the Third Party Content that is alleged to be infringing;
2. HSPN shall forward the written notification to the alleged infringer (the "Subscriber");
3. HSPN shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the Third Party Content.
COUNTER NOTIFICATION
To be effective, a Counter Notification must be a written communication provided to HSPN's Designated Agent that includes substantially the following:
1. A physical or electronic signature of the Subscriber;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement, as follows: "I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled";
4. The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the Subscriber's address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which HSPN may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled and HSPN will comply with this requirement within a reasonable time (or as otherwise required by law), provided HSPN's Designated Agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on HSPN's network or system.
GENERAL
If any provision of these Terms of Use and Privacy Statement ois held to be invalid, void or unenforceable for any reason, such provision shall be struck and the remaining provisions shall remain enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that these Terms of Use and Privacy Statement and the Member Agreement and all agreements and notices incorporated herein may be automatically assigned by HSPN, in our sole discretion, to a third party. You may not assign your obligations to any other entity.
ADDRESS FOR NOTICE
Notices to HSPN (other than as aforementioned for Digital Millennium Copyright Act infringement notices) can be sent to the following address:
HSPN Networks, LLC
9420 Reseda Blvd. Suite #805
Northridge, CA 91324 |
