TERMS OF USE AGREEMENT

Your use of IdealCycling.com (hereinafter, referred to as “Website” or “We” or “Us” or “Our”) is governed by the following Terms of Use Agreement (hereinafter, referred to as “Agreement”).

BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.  IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW.  YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES.  YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

Before becoming a member of this Website by completing the  HYPERLINK “http://idealcycling.com/join.php” registration process, IT IS ABSOLUTELY VITAL TO READ AND AGREE TO THE INTENT AND CONTENT OF THIS AGREEMENT.

Based on your usage of this Website, you may be governed by the following policies and agreements, in addition to this Terms of Use Agreement. By using this Website in any capacity whatsoever, you hereby understand, acknowledge, and accept the applicable terms and conditions relevant to your use. If you find any of the provision contained hereunder or in the  HYPERLINK “http://idealcycling.com/privacy.php” Privacy Policy or in any of the following applicable agreements unacceptable, please immediately cease all the current as well as future usage of this Website.

HYPERLINK “http://idealcycling.com/ambassadors.php” Ambassadors’ Agreement: Ambassadors are individuals who are either verified cycling event hosts or verified cycling event travelers. The Ambassadors shall promote IdealCycling.com through their travels or events they organize.

HYPERLINK “http://idealcycling.com/affiliates.php” Affiliates’ Terms: Affiliates are individuals who promote and/or sell the products of IdealCycling.com for a commission on their own website.

HYPERLINK “http://idealcycling.com/associates.php” Associates’ Terms: Associates can be individuals or business organizations or charities or cycling clubs or any other legal entity who are interested in selling their products and/or services on the platform offered by IdealCycling.com.

Eligibility

You must be above the age of eighteen (18) years in order to become a member of, or use or access other services offered by, this Website. Membership in the service is void where prohibited. By using and/or viewing and/or accessing this Website, you represent and warrant that –

you have the right, authority, and capacity to enter into this Agreement;

you abide by all the terms and conditions laid out under this Agreement;

you are of the age of maturity as applicable and defined under the applicable laws of United States of America, i.e., of or above the age of 18 years;

you will not permit any minor (a person below 18 years of age) to have access to any of the materials contained within this Website; and

your use of this Website does not violate any applicable law, rule or regulation.

Privacy

We respect the online privacy of the users of this Website. And to put Our commitment in black and white, we have devised a detailed  HYPERLINK “http://idealcycling.com/privacy.php” Privacy Policy, which informs the users as to what kind of information we collect, how we use, protect, and sometimes disclose it. We encourage you to read it for a better understanding.

Proprietary Rights in User Submitted Content

We do not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, “Content”) that are posted by the members on the Website. After posting the Content, the member continues to retain all the ownership rights in such Content, and shall have the exclusive right to use that Content in any way based on the Privacy settings associated with such Content.

User Submitted Content

By submitting any Content on the Website, you represent and warrant that –

you own such Content, or otherwise have the right to grant license set forth hereunder;

such posting does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person; and

you may pay all royalties, fees, and any other amount owing to any person by reason of any Content posted by you on this Website.

We claim immunity from liability to the fullest extent under the law and as provided under the Communications Decency Act for the Content provided by third parties and members and nothing in this Agreement is intended to waive, remove, or usurp such immunity.

We reserve the right to delete any Content that violates this Agreement or which, in Our sole judgment, may be offensive, illegal or violate the rights, or harm, or threaten the safety of any person.

We assume no responsibility for monitoring the Website for inappropriate Content or conduct by any user. However, We reserve the right to monitor the Website Content and other features, at Our sole discretion, at any time without assigning any reason whatsoever. However, We assume no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the user submitting any such Content.

We make no warranties, express or implied, as to the user-submitted Content or to the accuracy and reliability of such Content or any material or information that may be transmitted between the members.

License

By posting any Content on this Website, you hereby grant Us a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on this Website. This limited license enables Us to provide efficient services to Our members without hinging on their proprietary rights. This limited license shall be worldwide, non-exclusive, transferable, fully paid, royalty-free, and sub-licensable to Our affiliates, associates, and ambassadors.

This limited license terminates the moment you choose to delete the posted Content from the Website. However, in the event of such deletion, We reserve the right to retain the back-up copies of deleted Content for a reasonable period of time to meet administrative and legal requirements.

In addition to the Content posted by the members, this Website also contains the Content belonging to IdealCycling.com. Such Content is protected by copyright, trademark, patent, trade secret and other laws relating to the Intellectual Property. We own and retain all rights in such Content. We, hereby, grant you a limited, revocable, non-sub-licensable license to reproduce and display the IdealCycling.com Content (excluding any software code) solely for your personal use in connection with viewing this Website and using the features offered on this Website.

Membership

Every registered member of IdealCycling.com is assigned a unique Username and a Password. You shall be solely responsible and liable –

for maintaining the confidentiality and safety of your password;

for any disclosure of your password to any third party;

for using the account, username, or password of another member, at any time;

for all uses of your account, whether authorized or unauthorized; and

to notify Us immediately, if you suspect any unauthorized use of your account or access to your password.

By registering as a member on IdealCycling.com, you agree that –

you shall not provide fake personal information about yourself;

you shall not create an account other than yourself without Our express prior written permission;

you shall not create more than one personal profile;

you shall, at all times, keep your contact information current and up-to-date; and

you shall not transfer your account to anyone without Our express prior written permission.

We reserve the right to remove or reclaim a username for reasonable and valid reasons, to be decided at Our sole discretion, including, without limitation, an instance when a trademark owner complains about a username that does not closely relate to a user’s actual name.

Acceptable Use Policy

The following is a partial list of the kind of Content that is not permitted to be posted on IdealCycling.com. Any Content that –

is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

exploits people in a sexual or violent manner;

contains nudity, violence, or offensive subject matter or contains a link to an adult website;

harms or involves minors (those under the age of 18 years) in any way;

tries to impersonate any person or entity or falsely state or otherwise misrepresent member’s affiliation with a person or entity;

infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party, such as pirated music and/or links to pirated music and/or movies and/or software;

involves the transmission of junk mail, chain letters, or unsolicited mass mailing, instant messaging, or “spamming”;

contains restricted or password-only access pages or hidden pages or images;

transmits or otherwise makes available any material that contains software viruses or any other computer code, files or programs designed to disrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

solicits passwords or personal identifying information for commercial or unlawful purposes from other users;

involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or MLM or pyramid schemes;

includes a photograph of another person that you have posted without that person’s consent; or

provides instructional information about illegal activities;

otherwise violates someone’s privacy;

uses any robot, spider, other automatic device, or manual process to monitor or copy the web pages or the content contained on the Website without Our prior expressed written permission;

intentionally or unintentionally violates any applicable local, state, national or international law and any regulations having the force of law; or

collects or stores personal data about other users,

is not permitted to be posted on the Website.

We reserve the right to investigate and take appropriate legal action against anyone who, in Our sole discretion, violates this provision including, without limitation, removing the offending communication from the Website and terminating the membership of such violators.

Fees And Payments

We reserve the right to charge for any services being offered or any future services to be offered by the Website and to change Our fees or fee-structure from time to time in Our sole discretion. No member whose membership is terminated for violation of any of the provisions contained in this Agreement shall be entitled to the refund of any unused portion of subscription fees.

The following payment terms govern when you make purchases from IdealCycling.com –

All sales are final;

Total price includes all taxes, fees, and shipping costs;

You shall be solely responsible and liable to pay any additional taxes, etc. payable to any governmental or non-governmental body on the purchases made from the Website;

If your ordered product becomes unavailable before it can be delivered to you, your only remedy is to receive a refund of the purchase price;

Additional terms related to a specific purchase may be applicable before you confirm the transaction (such as shipping terms for tangible goods). Such additional terms will also govern that transaction;

We may make any inquiries that we consider necessary, either directly or through third parties, concerning your identity and creditworthiness;

We may cancel any transaction if we believe the transaction violates any of the provisions contained hereunder, or if we believe that doing so may prevent financial loss to Us;

WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES SOLD ON OR THROUGH IDEALCYCLING.COM;

We may contact your payment source issuer, law enforcement, or impacted third parties (including other users) and share details of any payments you are associated with if we believe doing so may prevent financial loss or a violation of law;

If you believe that an unauthorized or improper transaction has taken place under your account, you agree to notify Us immediately;

To the fullest extent permitted by law, you waive all claims against Us related to payments unless you submit the claim to Us within thirty (30) days after the charge;

You are responsible for and agree to reimburse Us for all reversals, charge-backs, claims, fees, fines, penalties and other liability incurred by Us (including costs and related expenses) that were caused by or arising out of payments that you authorized or accepted;

Your only remedy for a technical failure or interruption of service is to request that your transaction be completed at a later time.

Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (a) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (b) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (d) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS.  WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE.  THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the site, you may have the opportunities to engage in commercial transactions with other users and vendors.  You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you.  WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK.  ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Before purchasing products and services on or through this site, review our Sales Terms and Conditions, which are incorporated by reference into these Terms of Use.

Content available through this site often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with Idealcycling.com.  We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Idealcycling.com spokesperson speaking in his/her official capacity.  Please refer to the specific editorial policies posted on various sections of this site for further information, which policies are incorporated by reference into these Terms of Use.

In addition, the materials on this site may include sample or form agreements, letters or other documents, including financially or legally significant documents such as contracts and other items (“Forms”).  These Forms are provided solely as examples of typical documents of their kind, and the delivery and use of Forms does not constitute legal, accounting or other professional advice.  Under no circumstances will Idealcycling.com or its Affiliates be liable for any loss or damages caused by your reliance on information or advice obtained through this site, including your use of any of the Forms.  It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, Forms or other content available on or through this site.  In particular, you are urged to consult an appropriate professional licensed in your jurisdiction before using any Forms or otherwise relying on any legal, accounting, or other professional advice or information obtained on or through this site.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Copyright Policy

Copyright (c) 2014 Idealcycling.com All Rights Reserved.

IdealCycling.com respects the Intellectual Property Rights of the Rights holders and we encourage the members and the users of this Website to give due respect to the Rights of the Rights holders. Any material infringing on the copyrights of any other person is strictly prohibited from being posted on IdealCycling.com. Any member found compromising on the strict Copyright Policy is liable for termination of his/her account. A notice will be served to the member in case he/she is found to have violated the copyright of any person. If he/she fails to act on that notice or repeats the offence, his/her account will be terminated immediately without any further notice.

Without limiting the foregoing, if you believe that your Rights are being infringed on IdealCycling.com in a way that constitutes copyright infringement, please feel free to contact us. We will require following information, consistent with the Digital Millennium Copyright Act (DMCA), to redress the complaint effectively and timely –

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

a description of the copyrighted work that you claim has been infringed;

a description where the material that you claim is infringing is located on IdealCycling.com;

your address, telephone number, and email address;

a written statement to the effect that you are acting on good faith belief that the disputed use of the work is not authorized by the copyright owner, its agent, or the law;

a statement to the effect 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 behalf of the copyright owner.

Our Copyright Agent for notice of claims of copyright infringement can be reached at:

Copyright Agent,

____________________

____________________

____________________

Attn: Copyright Agent

Email:  “mailto:[email protected][email protected]

Special Terms for Advertisers

No advertising of any product and/or service is permitted on the Website, which is illegal; or prohibited by notification from an appropriate governing body; or otherwise, in bad taste and humor.

You shall be responsible for maintaining the security of your advertising account, and you understand that you will be charged for any orders placed on or through your advertising account.

We do not guarantee the activity that your ads will receive, such as the number of clicks you will get.

You can cancel an advertising order at any time by managing your advertising account, but your ads may run for several days after you notify us, and you are still responsible for paying for those ads.

You will not issue any press release or make public statements about your relationship with this Website without Our express prior written permission.

We reserve the right to reject or remove any ad for any reason whatsoever without assigning any notice to anyone.

Member Disputes

We do not solicit or control the information provided by other users that is made available through this Website. The members are solely responsible for their interactions with other members. We reserve the right, but no obligation, to monitor disputes between the members.

You, hereby, release Us, including Our officers, directors, agents, subsidiaries and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

If you are a California resident, you waive California Civil Code § 1542, which says: “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.”

Indemnity

You agree to indemnify and hold Us and Our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through IdealCycling.com, your use of IdealCycling.com, your connection to IdealCycling.com, your violation of the Agreement, your violation of any rights of another, or any other loss suffered by IdealCycling.com on account of your direct or indirect conduct.

Limitation on Liability

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT SHALL IDEALCYCLING.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF IDEALCYCLING.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IDEALCYCLING.COM’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO IDEALCYCLING.COM DURING THE TERM OF YOUR MEMBERSHIP.

Modification To Service

We reserve the right to modify or discontinue, temporarily or permanently, IdealCycling.com (or any part thereof) with or without notice, at any time and from time to time. You agree that IdealCycling.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of IdealCycling.com.

Third Party Links

Inclusion of any linked website on IdealCycling.com does not imply Our approval or endorsement of the linked website. When you access these third-party websites, you do so at your own risk. We disclaim any liability for third party advertisements that are posted on this Website, nor do We take any responsibility for the goods or services provided by such advertisers.

We disclaim your communications or subsequent transactions with the advertisers or promoters found on IdealCycling.com, including payment and/or delivery of related goods or services, and/or any other terms, conditions, warranties or representations associated with such dealings. You agree that IdealCycling.com shall not be responsible or liable for any loss or damage incurred as a result of any such dealings or as a result of the presence of such advertisers’ links on IdealCycling.com.

Other Disclaimers

We shall not be responsible for any incorrect or inaccurate Content posted on the Website, whether caused by users or by any of the equipment or programming associated with or utilized in the Website;

We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user and/or member communications;

We shall not be responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users and/or members or to any other person’s computer related to or resulting from participating or downloading materials in connection with this Website.

We shall not be responsible for the conduct, whether online or offline, of any user of this Website.

This Website is provided on an “as is and as available” basis and We disclaims any warranty of fitness for a particular purpose or non-infringement.

We cannot and do not guarantee any specific results from use of this Website.

No advice or information, whether oral or written, obtained from IdealCycling.com shall create any warranty not expressly stated in this Agreement.

Jurisdiction

All the disputes arising out of or related to this Agreement and/or your relationship with IdealCycling.com shall be subject to the laws of the State of Texas, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Texas. Either party may demand that any dispute arising between you and IdealCycling.com be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Texas, USA, provided that the foregoing shall not prevent IdealCycling.com from seeking injunctive relief in a court of competent jurisdiction.

Although this site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited.  Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.  Any offer for any product, service, and/or information made in connection with this site is void where prohibited.

Updates

This Agreement is subject to updates, modifications or alterations. Any such updates shall be electronically notified to the individual members on their email addresses provided during the registration process. Alternatively, we may display the changes as a prominent notice inviting your attention on the Website itself. We also encourage you to periodically visit this page to keep updated on the changes made to this Agreement.

Miscellaneous

This Agreement constitutes the entire agreement between you and IdealCycling.com regarding the use of this Website.

The failure of IdealCycling.com to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

The Section Titles in this Agreement are for convenience only and have no legal or contractual effect.

This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Entire Agreement

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto.  These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s).  Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us.  To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.