Welcome to SageMilk.com (the "Site"). The Site and any services provided by SageMilk on or in connection with the Site (the "Services") are provided to you individually or, if you are subscribing to the Site on behalf of an organization, the entity on whose behalf you act ("You") subject to the following terms and conditions (the "Terms of Service"). By using or subscribing to the Site or the Services, You agree to be bound by these Terms of Service. If You do not agree to these Terms of Service, do not use the Site or the Services.
You affirm that you are over 13 years of age. If you are 13 years of age or under, you may not use the Site or the Services.
2. Changes to these Terms of Service
SageMilk reserves the right to make changes to these Terms of Service by advising You of the proposed change using a form of notice that is appropriate for the nature of the proposed change(s), including where appropriate by posting amended Terms of Service on the Site. The changes are effective on the earlier of (i) SageMilk providing You with notice of such changes, or (ii) 14 days after the amended Terms of Service are posted on the Site. If You do not agree to the amended Terms of Service, do not use the Site or the Services after the effective date of the amendment.
4. Use of the Site
Effective upon SageMilk’s acceptance of your request to become a registered user of the Site and provided that You continue to comply with these Terms of Service, SageMilk grants to You a personal, non-assignable, license to log into and access the Site and to place content on the Site ("Your Content"). Some of the services offered by SageMilk are free of charge, while others may cost money or have other requirements. Any such fees or requirements will be clearly explained and separately agreed to when You subscribe to such services.
5. Your Content
You are responsible for ensuring that you have the right to provide Your Content to SageMilk for hosting, transmission, and publication in connection with the Site and the Services and, notwithstanding any disclaimers or limitations otherwise applicable in respect of Your Content, You agree to hold harmless and indemnify SageMilk for any liability arising from Your Content. By submitting Your Content to SageMilk, You automatically grant, and You represent and warrant that You have the right to grant, to SageMilk and its licensees an irrevocable, perpetual, non-exclusive, royalty-free, transferable, sublicensable and worldwide licence to reproduce, copy, publicly perform, publicly display, publish, reformat, translate, excerpt (in whole or in part), distribute, prepare derivative works (including collections) of, incorporate into other works and otherwise use and exploit Your Content in connection with the Site and SageMilk's (and its successors' and affiliates') business, including, without limitation, for promoting, advertising and redistributing part or all of the Site and derivative works thereof in any media formats and through any media channels, and to grant and authorize sublicenses of the foregoing. You also hereby grant each user of the Site a non-exclusive licence to access Your Content through the Site, and to use, reproduce, distribute, display and perform Your Content as permitted through the functionality of the Site and under these Terms of Service. SageMilk reserves the right to remove Your Content, in whole or in part, from the Site at any time. Unless otherwise stated for specific Services, SageMilk does not assert any ownership over Your Content; rather, as between SageMilk and You, subject to the rights and licenses granted to SageMilk in these Terms of Service, You retain full ownership of all Your Content and any intellectual property rights or other proprietary rights associated with Your Content.
6. Termination of Access
If You use the Site in any manner that is prohibited by these Terms of Service, SageMilk may without notice terminate or suspend Your use of or access to the Site or the Services.
7. Changes to the Site
SageMilk reserves the right to change any aspect of the Site or the Services including the right to refuse or remove any content, whatever the source, at any time without any notice or liability to You.
8. Prohibited Use of the Site
The Site is provided to You for your personal use. You may not use the Site to engage in any unlawful activity or to infringe the rights of SageMilk, its affiliates, or its customers. You further agree that You will not and You will not allow Your representatives or agents to: (i) interfere with the operation of the Site or the Services, in any way or interfere with anyone's use or enjoyment of the Site or the Services, or use the Site or the Services to gain unauthorized access to other computer systems; (ii) send chain letters, junk mail, or spam or use any distribution lists in respect of any person who has not given specific permission to be included in such a process or to distribute or publish advertisements or solicitations of business; (iii) transmit any unlawful, harassing, libelous, defamatory, abusive, threatening, or harmful material of any kind or nature or transmit any material that encourages conduct that could constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable local, provincial, state, national or international law or regulation; (iv) impersonate any person or entity on or through the Site; (v) post any content that may be considered threatening, abusive, vulgar, obscene, or otherwise objectionable; (vi) post any content that You do not own or do not have the right to post; (vii) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from the software used in the Site or any component thereof (except as permitted under applicable local law after having given SageMilk written notice of requiring such information or specifications for the good faith and reasonable purpose of interoperability); (viii) copy, reproduce, modify, sell, lease, scrape content from or aggregate, sublicense, market, or otherwise change or commercially exploit in any way the Site or the Services or any component thereof other than as may be expressly permitted in writing by SageMilk or as permitted pursuant to any fair use, fair dealing, or similar provisions of applicable laws; or (ix) disclose Your password or otherwise grant access to the Site to any third party, other than Your authorized agent, without the prior written consent of SageMilk) You agree to abide by all additional rules, policies, and restrictions of which You are provided with notice that apply to any portion of the Site or the Services.
9. Operation and Maintenance of the Site
SageMilk operates the Site in a commercially reasonable manner and may from time to time interrupt the Site's services for regular and emergency maintenance. Where SageMilk has advance knowledge of any interruption to the Site's services, SageMilk will make reasonable efforts to provide advance notice of any such interruption.
10. Monitoring Use of the Site
11. Intellectual Property of SageMilk
The copyright to the Site, the design and appearance of the Site, and all software, processes and technology interactive with the materials and content placed on the Site by You or other users are owned by or licensed to SageMilk. SageMilk reserves all rights in any such proprietary rights, and no license is hereby granted or implied, such rights being exclusively reserved and retained by SageMilk strictly for Your access and use of the Site and Services. All content and materials are protected by law against unauthorized copying and reproduction. Any use, reproduction, or distribution of material, including caching, framing, or similar means, from the Site (except as permitted herein) without written permission of SageMilk is expressly prohibited. © Copyright 2009 SageMilk. All rights reserved. ["SageMilk"] are registered or unregistered trade-marks of SageMilk or its affiliates or associates in the United States or other countries. Other service and product marks that appear on the Site are the trade-marks of their respective owners. The display of any trade-marks on the Site does not imply that a license has been granted for any further use.
12. Claims of Infringement
SageMilk respects the intellectual property rights of others. However, third party materials that are not owned or controlled by SageMilk may be transmitted, stored, accessed or otherwise made available using the Service. You agree to notify SageMilk if and to the extent any situation arises wherein you believe any material available through the Service infringes a copyright. Any claimant must notify SageMilk using the notice procedure for claimed infringement under the Digital Millennium Copyright Act ("DMCA") and provide the following:
If you believe that your work has been copied and has been posted, stored or transmitted to SageMilk’s website or Services in a way that constitutes copyright infringement, please submit a notification pursuant to the DMCA by providing SageMilk's designated agent the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest, (ii) a description of the copyrighted work that you claim has been infringed upon, (iii) a specific description of where the material that you claim is infringing is located on the website, (iv) your address, telephone number, and email address, (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
SageMilk’s designated agent (the proper party for notice) to whom any copyright owner should address infringement notices under the DMCA is MG Hanks SageMilk Representative, at the following address c/o NHSL 8310 Capital of Texas Highway, North, Suite 490, Austin, Texas 78731. SageMilk will respond expeditiously to remove or disable access to material SageMilk determines may be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringing party who provided the applicable content.
Dealing with Third Parties
Any correspondence or business dealings with any third parties found on or through the Site is solely between You and such parties. SageMilk is not responsible for any damages You may claim or suffer by entering into such transactions or communications. You and the third party, not SageMilk, are responsible for compliance with all laws applicable in any such transaction or communication.
13. No Warranties and No Liability
You acknowledge and agree that the Site and the Services are provided to You on an "AS IS", "WITHOUT ANY WARRANTIES" and "WITHOUT ANY LIABILITY" basis. The parties to these Terms of Service acknowledge and agree that this limitation on liability is reasonable in the circumstances.
SAGEMILK DOES NOT GUARANTEE THE QUALITY, ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SITE OR THE SERVICES OR THE INFORMATION PROVIDED IN CONNECTION THEREWITH, WHICH MAY CONTAIN ERRORS. YOU SHOULD NOT ASSUME THAT YOUR USE OF THE SITE OR THE SERVICES WILL BE ERROR FREE OR THAT THE SITE WILL OPERATE WITHOUT INTERRUPTION.
SAGEMILK DISCLAIMS AND EXCLUDES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS REGARDING USE OF THE SITE OR THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED AND WHETHER ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
SAGEMILK IS NOT RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE USE OR MISUSE OF THE SITE OR THE SERVICES OR IN RELIANCE ON THE INFORMATION AVAILABLE ON THE SITE, INCLUDING, WITHOUT LIMITATION, ANY BUSINESS INTERRUPTION, LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, OR ANY PECUNIARY LOSS, WHETHER IN AN ACTION OF CONTRACT, CIVIL LIABILITY, NEGLIGENCE, OR OTHER TORTIOUS ACTION, EVEN IF SAGEMILK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE.
WHERE THE LIMITATION OR THE EXCLUSION OF CERTAIN TYPES OF DAMAGES IS NOT ALLOWED, THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THESE TERMS OF SERVICE SHALL NOT APPLY ONLY IF AND TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION REQUIRES LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS.
14. Limit on Damages and Claims
NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS OF SERVICE, YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE OF SAGEMILK’S LIABILITY TO YOU IN ANY CIRCUMSTANCE EXCEED THE FEES ACTUALLY PAID BY YOU IN RESPECT OF THE SITE OR, IN THE EVENT THAT YOU HAVE NOT PAID ANY FEES IN RESPECT OF THE SITE, $500.00 (US).
ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
YOU HEREBY AGREE TO HOLD HARMLESS AND INDEMNIFY SAGEMILK AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES, OR COSTS THEY INCUR ARISING AS A RESULT OF YOUR MISUSE OF THE SITE, YOUR VIOLATION OF THESE TERMS OF SERVICE, OR YOUR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF SAGEMILK OR ANY OTHER PERSON OR ENTITY, INCLUDING SUCH ACTIVITIES THAT ARE CARRIED OUT BY ANY INDIVIDUAL USING YOUR LOGIN OR PASSWORD INFORMATION.
16. Entire Agreement
These Terms of Service,
together with the Privacy Notice at http://www.sagemilk.com/terms/privacy.php and
any other legal notices published on the Website, shall constitute the entire
agreement between you and SageMilk concerning the Site. A waiver by SageMilk of
any terms herein shall not be construed as a waiver of any subsequent breach of
this Agreement. This Agreement shall be governed by the laws of the State of