User Agreement 

Note! You are concluding a Legally Binding Agreement.  Please read the following Terms and Conditions carefully. 

IndyProfessionals, LLC, ("us" or "we") requires that all visitors to this World Wide Web site owned, operated, licensed, and controlled by us adhere to the following Terms of Use.  By accessing, viewing, downloading or otherwise using IndyProfessionals or any webpage or feature available through IndyProfessionals, any information provided as part of the IndyProfessionals services, or any related emails, newsletters or services, including, without limitation, all Premium Services (as defined herein), (collectively "IndyProfessionals" or the "Services"), or by clicking "Sign up" during the registration process, you indicate your acknowledgement and acceptance of  the terms of this User Agreement (the "Agreement"), become a IndyProfessionals user ("User") and you conclude a legally binding agreement with us.  If you are using IndyProfessionals on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement.  If you do not want to become a User, do not conclude the Agreement, do NOT click "Sign up" and do not access, view, download or otherwise use any IndyProfessionals webpage, information or services.

 We encourage you to read this User Agreement in detail in order to participate with us as a User.  By becoming a User, you acknowledge that you have read and understood the terms and conditions of this User Agreement and that you agree to be bound by all of its provisions. 

        1. Your Obligations - What You Must Do

Comply with laws and the Agreement: You must comply with all applicable laws, the Agreement, as may be amended.

 License and warrant your submissions: You do not have to submit anything to us, but if you choose to submit something (including any User generated content, ideas, photographs, videos, concepts, and data), you must grant, and you actually grant by concluding this Agreement, a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that you submit to us, without any further consent, notice and/or compensation to you or to any third parties.  By submitting any information to us, you represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights. You further agree to inform IndyProfessionals in the event that any such information has changed since your registration with IndyProfessionals and, if appropriate, you agree to make such modifications yourself to your profile. 

IndyProfessionals exercises no control over any content you or others submit while using IndyProfessionals.  IndyProfessionals has no obligation to verify the identity of any Users when they are connected to the site or to supervise the content which has been provided by Users.  Note that we describe our current practices related to personally identifiable information collected through IndyProfessionals in our Privacy Policy and that we may update our policies and practices from time to time at our sole discretion.  Should you believe that someone is misusing or otherwise appropriating your information, you must immediately inform IndyProfessionals.Prior to joining IndyProfessionals, you must consider and decide, yourself, the extent to which you wish to reveal information about yourself to the large community of IndyProfessionals Users and to IndyProfessionals and you must not communicate to IndyProfessionals and its Users any information the dissemination of which could be harmful to you. 

Service Eligibility. You represent and warrant that you (a) are not under the age of 18; (b) have not previously been suspended or removed from IndyProfessionals; (c) are not a direct competitor of IndyProfessionals; (d) do not have more than one IndyProfessionals account at any given time; and (e) that you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party.  In addition, you must provide all equipment and software necessary to connect to IndyProfessionals, including, but not limited to, if the Service contains a mobile element, a mobile hand set or other mobile access device that is in working order and suitable for use in connection with the Service and to use any part of the Service. 

Keep your password secure: Keep your password confidential, do not use other Users' accounts and do not let others use your account; you are responsible for anything that happens through your account - until you notify us of a breach (communications@indyprofessionals.com), close down your account or prove that your account security was compromised due to a fault of our systems.  You are prohibited from selling, trading or otherwise transferring your IndyProfessionals account or any information therein to another party or charging anyone for access to any portion of IndyProfessionals, or any information therein. 

Indemnify us: You agree to indemnify us and hold us harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys' fees) related to third party claims, charges or investigations, caused by (a) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (b) any content you submit to IndyProfessionals or (c) any activity in which you engage on or through the IndyProfessionals. 

Pay: If you subscribe to any services that we offer for a charge, you will pay the applicable fees (including, without limitation, monthly fees for premium accounts) as they become due plus all related taxes and reimburse us for any collection costs and interest for any overdue amounts.  In addition, if you sign up for any of the premium membership accounts (Business, Business Pro, Business Unlimited, Freelancer, Freelancer Pro, or Freelancer Unlimited) (the "Premium Services") you agree to make periodic payments to us in consideration for the Premium Service.  Your subscription will continue and renew automatically, unless terminated by us or until you notify us at (communications@indyprofessionals.com), of your decision to terminate your subscription.  If there are any annual, monthly, or similar periodic fees for your subscription, these fees will be billed automatically to the credit card designated during the registration process or subsequently designated by you to us, at the start of the annual, monthly or similar period, and at the start of each renewal period, unless you terminate your subscription before the relevant period begins. You agree to pay or have paid all fees and charges incurred in connection with your User account and password for the Services (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges are nonrefundable.  We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance.  All fees and charges incurred in connection with your User account and password will be billed to the credit card designated during the registration process for the Site or subsequently designated by you to us.  If you want to designate a different credit card or there is a change in credit card validity or expiration date, or if you believe someone has accessed your account using your User ID and password without your authorization, you must e-mail us at (communications@indyprofessionals.com).  You also are responsible for any fees or charges incurred to access the Services through an Internet access provider or other third party service. YOU ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU.  WE SHALL HAVE NO RESPONSIBILITY FOR SUCH CHARGES. 

Notify us of acts contrary to the Agreement: If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory laws, you agree to provide us with detailed, 30 days prior written notice before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation. 

Forums/Blogs: IndyProfessionals may include various forums and/or blogs where you can post your observations and comments on designated topics.  IndyProfessionals cannot guarantee that other members will not use the ideas and information that you share.  Therefore, if you have an idea or information that you would like to keep confidential and/or don't want others to use, do not post it on the Service. INDYPROFESSIONALS AND ALL ITS AFFILIATES ARE NOT RESPONSIBLE FOR A MEMBER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON INDYPROFESSIONALS. 

Privacy: You should carefully read our full Privacy Policy before deciding to become a User of IndyProfessionals.  Please note that certain information, statements, data and content (such as photographs and/or video) which you may choose to provide might, or are likely to, reveal your gender, ethnic origin, nationality, religion and/or sexual orientation, and that you are providing all such information, statements, data and content in full acknowledgment thereof and under your sole responsibility.  By providing such information to us, all of which is optional, you are hereby expressly giving your informed consent to the processing by us of such "sensitive" data. 

Export Control: Your use of IndyProfessionals services, including its software, is subject to export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control.  You shall not - directly or indirectly - sell, export, reexport, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining any required authorizations from the appropriate government authorities.  You also warrant that you are not prohibited from receiving US origin products, including services or software. 

You further agree that you WILL:

• comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
• provide accurate information to us and update it as necessary;
• review the Privacy Policy;
• review and comply with notices sent by IndyProfessionals concerning IndyProfessionals.

You further agree that you will NOT:

• duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit IndyProfessionals (excluding content posted by you) except as permitted in the User Agreement;
• reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide IndyProfessionals, or any part thereof;
• include information in your profile or anywhere else on IndyProfessionals which reveals information which you consider private or confidential in nature;
• utilize information, content or any data you view on and/or obtain from IndyProfessionals to provide any service that is competitive, in IndyProfessionals's sole discretion, with IndyProfessionals;
• imply or state, directly or indirectly, that you are affiliated with or endorsed by IndyProfessionals unless you have entered in to a written agreement with IndyProfessionals, LLC; 
• adapt, modify or create derivative works based on IndyProfessionals or technology underlying the Services, or other Users' content, in whole or part;
• rent, lease, loan, trade, sell/re-sell access to IndyProfessionals or any information therein, or the equivalent, in whole or part;
• deep-link to the Site for any purpose, (i.e. including a link to a IndyProfessionals web page other than IndyProfessionals's home page) unless expressly authorized in writing by IndyProfessionals or for the purpose of promoting your profile on IndyProfessionals;
• access, reload or "refresh" or make any other request to transactional servers more than once during any three second interval;
• use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any web pages contained in the site;
• use automated methods to add contacts, send messages or other permitted activities;
• access, via automated or manual means or processes, IndyProfessionals for purposes of monitoring its availability, performance or functionality or for any competitive purpose;
• engage in "framing," "mirroring," or otherwise simulating the appearance or function of IndyProfessionals's website;
• attempt to or actually access IndyProfessionals by any means other than through the interface provided by IndyProfessionals;
• attempt to or actually override any security component included in or underlying IndyProfessionals;
• engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
• remove any copyright, trademark or other proprietary rights notices contained in or on IndyProfessionals, including those of both IndyProfessionals or any of its licensors;
• remove, cover or otherwise obscure any form of advertisement included as part of IndyProfessionals;
• use any information obtained from IndyProfessionals to harass, abuse or harm another person;
• collect, use or transfer any information, including but not limited to, personally identifiable information obtained from IndyProfessionals except as expressly permitted in the User Agreement or the owner of such information may expressly permit;
• interfere with or disrupt IndyProfessionals, including but not limited to any servers or networks connected to IndyProfessionals, or disobey any requirements, procedures, policies or regulations of networks connected to the IndyProfessionals;
• upload a cartoon, symbol, drawing or any content other than a photograph of yourself in your profile photo unless you are a business in which case you may upload your business logo;
• use or attempt to use another's account without authorization from the Company, or create a false identity on IndyProfessionals;
• infringe or use IndyProfessionals's brand, logos and/or trademarks, including, without limitation, using the word "IndyProfessionals" in any business name, email, or URL or including IndyProfessionals's trademarks and logos on any website without authorization;
• upload, post, email, transmit or otherwise make available or initiate any content that:
  • falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;
  • is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
  • includes telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by IndyProfessionals;
  • includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
  • includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.  This prohibition includes but is not limited to (a) using IndyProfessionals to connect to people who don't know you and then sending unsolicited promotional messages to those direct connections without their permission; and (b) sending messages to distribution lists, newsgroup aliases, or group aliases;
  • contains software viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of IndyProfessionals or any User of IndyProfessionals;
  • forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or
  • adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the "title" or any other field).

     2. Your Rights - What You May Do

On the condition that you comply with all your obligations under the Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access, through a generally available web browser (but not any scraping, spidering, crawling or other technology or specialist software used to harvest data) to view information that we provide on IndyProfessionals webpages as we intend such information to be used, and only in accordance with the Agreement and any specific terms of use that we make available to you.  You may submit information to us at your own risk of loss per Sections 1, 4 and 8 hereof.  We grant you no other rights, implied or otherwise. 

    3.  Our Rights and Obligations - What We Must And May Do

The purpose of IndyProfessionals is to provide a service to facilitate professional networking among Users, allow Users to be listed in our directory, display their works, apply for jobs, post classifieds and events and participate in discussion forums.  

For as long as IndyProfessionals continues to offer services, IndyProfessionals shall provide (and seek to update, improve and expand, in similar and different new ways) the IndyProfessionals platform and service with the purpose of providing all members with professional networking connectivity, through IndyProfessionals's proprietary tools, rules and protocols which IndyProfessionals may update, improve, discontinue and change at any time, at IndyProfessionals's sole discretion.

 Any other use of IndyProfessionals (such as using IndyProfessionals to solicit other users or by collecting information from IndyProfessionals as a means of generating revenue through the sale of contacts or information to others) is strictly prohibited and is a violation of this Agreement.We allow you to access IndyProfessionals as it may exist and be available on any given day.  We have no other obligations, except as expressly stated in this Agreement.  We may modify, replace, refuse access to, suspend or discontinue IndyProfessionals, partially or entirely, or to charge and modify prices for IndyProfessionals.  All of these changes shall be effective upon their posting on our site or by email communication to you.  We reserve all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in IndyProfessionals and all related items. 

IndyProfessionals reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice.  For avoidance of doubt, IndyProfessionals has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services. 

IndyProfessionals may include or automatically produce links to third party web sites ("Third Party Sites").  IndyProfessionals is not responsible for and does not endorse any advertising, products or other materials on or available from such web sites or resources.  IndyProfessionals may also include articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content").  If you decide to leave IndyProfessionals and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern.  You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from IndyProfessionals or relating to any applications you use or install from the site. 

You acknowledge and agree that we may send you important information and notices regarding the Service by email or through other means.  You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.  You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of IndyProfessionals or its Affiliates, Users and the public. 

IndyProfessionals may limit the number of contacts you may have to other Users and prohibit you from contacting other Users through use of the Services. 

You are solely responsible for your interactions with other members.  IndyProfessionals reserves the right, but has no obligation, to monitor disputes between you and other members and to terminate your account if IndyProfessionals determines, in its sole discretion, that doing so is prudent. 

    4. Disclaimer 

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. 

DO NOT RELY ON INDYPROFESSIONALS, ANY INFORMATION THEREIN, OR ITS CONTINUATION.  WE PROVIDE THE PLATFORM FOR INDYPROFESSIONALS AND ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS.  WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.  IF YOU ARE DISSATISFIED OR HARMED BY INDYPROFESSIONALS OR ANYTHING RELATED TO INDYPROFESSIONALS, YOU MAY LEAVE INDYPROFESSIONALS AND TERMINATE THE AGREEMENT IN ACCORDANCE WITH SECTION 6 HEREOF AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. 

INDYPROFESSIONALS IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (INCLUDING BUT NOT LIMITED TO, MAIL, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH INDYPROFESSIONALS TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.  ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED TO US SUCH MATERIAL, SERVICE, OR TECHNOLOGY. 

INDYPROFESSIONALS DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, INDYPROFESSIONALS DECLINES ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. 

INDYPROFESSIONALS DOES NOT GUARANTEE THAT THE SERVICES WHICH IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING.  IN PARTICULAR, THEIR OPERATION MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. INDYPROFESSIONALS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING.  FURTHERMORE, INDYPROFESSIONALS DISCLAIMS ALL LIABILITY FOR ANY MISFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE INDYPROFESSIONALS SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES LINKED TO THE INTERNET SERVICE PROVIDER, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON UNRELATED TO INDYPROFESSIONALS. INDYPROFESSIONALS SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED TO THE USER BY SUCH INTERRUPTION OF SERVICE OR ERRORS IN FUNCTIONING.
 

    5.  Limitation of Liability

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
Neither IndyProfessionals, LLC, or any of its subsidiaries, affiliated companies, employees, shareholders, or directors ("Affiliates") shall be liable for (1) any damages in excess of five times the most recent monthly fee that you paid for a premium account, if any, or $100, whichever amount is greater, or (2) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from IndyProfessionals even if IndyProfessionals is aware or has been advised of the possibility of such damages.  The limitation of liability set forth in the preceding sentence shall: 

1. apply regardless of whether you base your claim on contract, tort, statute or any other   legal theory, we knew or should have known about the possibility of such damages, or    the limited remedies provided herein fail of their essential purpose, and
2. not apply to any damage that IndyProfessionals or its Affiliates cause you intentionally and knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be derogated from in this Agreement.

Termination
You may terminate this Agreement, for any or no cause, at any time, with notice to IndyProfessionals which shall be effective upon IndyProfessionals processing such notice. IndyProfessionals may terminate the Agreement for any or no cause, at any time, with or without notice, which shall be effective immediately or as may be specified in any notice provided.  For avoidance of doubt, your access to any Premium Services may be terminated only by IndyProfessionals or the party paying for such services.  Termination of your IndyProfessionals account includes disabling your access to IndyProfessionals (including any content you submitted or others submitted) and may also bar you from any future use of IndyProfessionals. 

In furtherance and without limiting the foregoing, IndyProfessionals has adopted a policy of terminating, in appropriate circumstances and at IndyProfessionals's sole discretion, members who are deemed to be repeat infringers under the United States Copyright Act.  IndyProfessionals may also at its sole discretion limit access to the Service and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Consequences of Termination
Upon termination, you lose access to IndyProfessionals.  The terms of this Agreement shall survive any termination, except Sections 2 and 3 hereof.

New York Law and Arbitration
Choice of Law: The Agreement and any disputes with us or any IndyProfessionals Affiliate arising out of or relating to the Agreement or IndyProfessionals ("Disputes") shall be governed by New York law, excluding conflicts of law principles and excluding the CISG. 

Agreement to Arbitrate and Pay Attorneys' Fees: Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in New York, New York, in English, with a written decision stating and legal reasoning issued by the arbitrator(s) at either party's request, and with arbitration fees and reasonable attorneys' fees of both parties to be borne by the party that ultimately loses.

Exception from Arbitration Agreement: Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.

General Terms
Severability: If any provision of the Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of the Agreement. 

Notices: We may notify you via postings on www.IndyProfessionals.com, and via email or any other communications means to contact information you provide to us.  You may also notify us via email at legal@indyprofessionals.com or via mail to IndyProfessionals, LLC, Attn: Legal Department, P.O. Box 568, New York, New York, 10014, USA; any notices that you provide without compliance with this Section on Notices shall have no legal effect. 

Entire Agreement: You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. 

Amendments to this Agreement: We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.indyprofessionals.com or notifying you otherwise. If you do not wish to agree to changes to the Agreement, you can terminate the Agreement at any time per Section 7 hereof. 

No informal waivers, agreements or representations: Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches.  Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any IndyProfessionals Affiliate shall be deemed legally binding on any Affiliate, unless documented in a physical writing hand signed by a duly appointed officer or agent of IndyProfessionals. 

No Injunctive Relief: In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service. 

Beneficiaries: IndyProfessionals's Affiliates are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce the Agreement directly against you. 

Assignment and Delegation: You may not assign or delegate any rights or obligations under the Agreement and any purported assignment and delegation shall be ineffective.  We may freely assign or delegate all rights and obligations under the Agreement, fully or partially.  We may also substitute, by way of unilateral novation, effective upon notice to you, IndyProfessionals, LLC for any third party that assumes our rights and obligations under this Agreement including, but not limited to, by way of merger or acquisition of IndyProfessionals, LLC.

 
Claims Regarding Copyright Infringement

Each User grants IndyProfessionals a license to use the content supplied by each such User for the purposes of disclosure on the IndyProfessionals website. 

This license includes, inter alia, the right for IndyProfessionals to reproduce, represent, adapt, translate, digitize, use for advertising purposes, whether commercial or non-commercial, to sublicense or to transfer the content concerning each User (including information, pictures, descriptions, search criteria, etc.) over all or part of the Services and/or in any mailings of IndyProfessionals and in general through any electronic communication media. 

Each User expressly authorizes IndyProfessionals to modify said content in order to conform to the interface or display requirements of the Services or of other communications media as set forth above, and/or to render them compatible with its technical performance or media format in question.  These rights are granted throughout the world and for the entire term of this Agreement.  The User is prohibited from copying, reproducing or otherwise using the content relating to other Users of IndyProfessionals for any purpose other than for those purposes strictly related to use of the IndyProfessionals services for personal purposes. 

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. sec. 512, IndyProfessionals, LLC has designated an agent to receive notices of claimed copyright infringement.  If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide IndyProfessionals, LLC's Copyright Agent the following information: 

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the Site;
4. Your address, telephone number, and e-mail address;
5. 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
6. 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. 

IndyProfessionals, LLC's Copyright Agent for Notice of claims of copyright infringement can be reached as follows: by e-mail at copyrightagent@indyprofessionals.com or by mail at: 

IndyProfessionals, LLC
ATTN: Copyright Agent
P.O. Box 568
New York, New York 10014
USA

Upon receipt of the written notification containing the information as outlined in 1 through 6 above:

1. IndyProfessionals may remove or disable access to the material that is alleged to be infringing;
2. IndyProfessionals may forward the written notification to such alleged infringer; and
3. IndyProfessionals may take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.

Counter-Notification:
If the alleged infringer believes that a notice of copyright infringement has been wrongly filed against it and it would like to submit a counter-notification, it may file a Counter-Notification in Response to Claim of Copyright Infringement with IndyProfessionals Corporation's Copyright Agent.

To be effective, a Counter-Notification must be a written communication provided to the IndyProfessionals Corporation's Copyright Agent for Notice that includes the following information: 

1. A physical or electronic signature of the alleged infringer;
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 under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. The alleged infringer's name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the alleged infringer's address is outside of the United States, for any judicial district in which IndyProfessionals, LLC may be found, and that the alleged infringer 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:

1. IndyProfessionals may promptly provide you with a copy of the Counter-Notification;
2. IndyProfessionals may inform you that it will replace the removed material or cease disabling access to it within ten (10) business days; and
3. IndyProfessionals may replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter-Notification, provided IndyProfessionals's Copyright Agent for Notice has not received notice from you that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on IndyProfessionals Corporation's network or system. 

You may wish to seek the advice of independent legal counsel before filing a notification or counter-notification.

Notice and Procedure for Making Complaints Regarding Content
To notify IndyProfessionals of Content that infringes your rights (other than copyright violations in which case please email copyrightagent@indyprofessionals.com) or is otherwise unlawful ("Specified Content"), you must send a notice to the IndyProfessionals, LLC's Content Complaint Manager by mail, e-mail, or fax, and provide the following information:

• Your name, address, telephone number, and e-mail address;
• A description of the Specified Content that your claim either infringes your rights or is otherwise unlawful, specifying which parts of it you believe infringe your rights, or are unlawful, and which parts you believe should be removed;
• A description of the exact location of the Specified Content on the Web Site;
• (In the event you believe that the Specified Content infringes your rights): A statement specifying in detail the rights you assert, and why the Specified Content infringes them;
• (In the event you believe that the Specified Content is otherwise unlawful): A statement specifying in detail which laws you believe are being breached, and why the Specified Content does so;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are damaged by the Specified Content or authorized to act on such person's behalf; and
• Your electronic or physical signature (as appropriate). 

When we receive a notice that complies with the above requirements, we will evaluate the information you provided (including, if appropriate, forwarding the notice to, or otherwise contacting the source of the Specified Content), and if appropriate in our judgment, remove or disable access to the Specified Content. In such case, we may notify the source of the Specified Content of your complaint and our action taken.  In some cases, if the source of the Specified Content provides us with information indicating that the Specified Content has been removed wrongly, we may reinstate the Specified Content.  Our take-down and re-instatement procedures are and remain at our sole discretion. 

You may wish to seek the advice of independent legal counsel before filing a notice or responding to a notice filed by someone else. 

IndyProfessionals Content Complaint Manager
Contact information for IndyProfessionals's Content Complaint Manager is as follows:

E-Mail: abuse@indyprofessionals.com 

Mail:
IndyProfessionals, LLC
ATTN: Legal Department
P.O. Box 568
New York, New York  10014
USA

International Users 

The following provisions apply if your country of registration is France, you are using IndyProfessionals from France, in accordance with Article L. 121-20 of the French Consumer Code, you are hereby informed that you have a seven (7) day period from the opening of your account to exercise your right of retraction, without any penalty or cause.  However, in accordance with Article L. 121-20-2, 1° of the French Consumer Code, this right of retraction cannot be exercised once you have used the services of the account in question. 

You agree that you will not participate directly or indirectly in a network seeking to implement practices similar to "snowball" sales or services as set forth in Articles L 122-6 and L 122-7 of the French Consumer Code.
_____________________________________________________________________________________ 

The following provisions apply and prevail over the above stated clauses if your country of registration is Germany, you are using IndyProfessionals from Germany:

Liability
Subject to the provisions contained in the following paragraph and irrespective of legal grounds, IndyProfessionals is liable only for damages resulting from the intentional misconduct or gross negligence of IndyProfessionals, its legal representatives, employees or authorized agents ("Agents").

For damages resulting from the gross negligence of IndyProfessionals or its Agents, liability is limited to damages commonly associated with the agreement in question.  For damages caused by IndyProfessionals or its Agents in the absence of intentional misconduct or gross negligence, IndyProfessionals's liability is limited to the extent that violations extend to obligations the satisfaction of which is of critical importance to the achievement of the respective agreement's purpose (cardinal obligation).  In the event that a cardinal obligation is violated by way of light negligence, liability is limited to damages commonly associated with the agreement in question.  The above limitation of liability does not affect liability as prescribed by the German Product Liability Act or for damages from (i) injuries to life, body and health, or (ii) the assumption of a guarantee or procurement risk.  To the extent that IndyProfessionals's liability is excluded or limited under the foregoing provisions, such provisions also operate to the benefit of IndyProfessionals Agents in cases in which a User sues IndyProfessionals Agents directly. 

Decompilation
In case you download certain software provided by IndyProfessionals, you are only entitled to decompile the Software under the rules provided in Sec. 69e Copyright Act (Urhebergesetz) and only after IndyProfessionals has not provided the necessary information and data for allowing to establish interoperability with third party hard- or software after a written request within an adequate timeframe.

Right of Revocation
If the User is a consumer (Sec. 13 German Civil Code), he or she may revoke registration for the Free or Premium Services in writing (for example by letter, fax or email) without stating a reason within two (2) weeks of registration.  Furthermore, the User may cancel registration for the Premium Services in writing (e.g. by post, fax or email) within two (2) weeks without stating a reason, after signing up to the Premium Services.  For exercising this right it is sufficient to send the revocation of the contract to the following address: 

IndyProfessionals LLC
ATTN: Legal Dept. / Cancellation
P.O. Box 568
New York, New York 10014
USA

Email: legal@indyprofessionals.com

In the event of a valid cancellation, both parties shall be obliged to restore any benefits already received in accordance with legal provisions, and issue any gains (e.g. interest).  If the User is unable or partially unable to restore the benefits, or only able to restore them in poor condition, to IndyProfessionals, then the User is obligated to reimburse IndyProfessionals for the corresponding value.  Each party must fulfill its obligation for reimbursement within 30 days.  The deadline begins for the User with the dispatch of the revocation; for IndyProfessionals, it begins with the reception of the revocation sent by the User.  The right to revoke the contract expires if IndyProfessionals has begun providing the service with the User's explicit consent before the end of the deadline for the revocation or if the User has initiated the service himself or herself. 

IndyProfessionals LLC, New York, New York, USA, January 1, 2010.