AgoraCart Terms of Service

1. INTRODUCTION.
This Site and its contents are made available by K-Factor Technologies, Inc. for and on behalf of itself and its subsidiaries and affiliates under common control ("AgoraCart", "AgoraCart Gold", "AgoraCart Pro"). These Terms of Use apply to everyone who Uses this Site (as defined below), or who participates in any projects hosted on this Site. PLEASE READ THESE TERMS CAREFULLY FIRST. BY USING THE SITE OR PARTICIPATING IN ANY PROJECTS, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND AGREE TO THEM. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS, THEN DO NOT USE THE SITE OR PARTICIPATE IN ANY PROJECTS HOSTED ON THIS SITE.

2. DEFINITIONS. As used here:

a. "Host" means AgoraCart and K-Factor Technologies, Inc and any of it's subsidiaries and/or websites.
b. "Materials" means source code, code samples, object code, technical materials, documentation , discussion thread postings, weblogs, wikis, data, and any other content, information or technology available on the Site.
c. "Project" means a project hosted on the Site.
d. "Site" means the collection of web pages that can be accessed via this website, as well as any successor web pages or other technology as may be designated by the Host, incliuding but not limited to those on and/or within AgoraCart.com, AgoraCart.net, AgoraCart.org, K-Factor.net, AgoraGuide.com, AgoraCartPro.com, AgoraSuite.com, and AgoraPros.com
e. "Submissions" means any Materials submitted to the Site, including all Projects.
f. "Terms" means these Terms of Use.
g. "Use" and its variants are meant in their broadest sense, including, but not limited to, the acts of using, accessing, receiving, browsing, downloading from, and uploading to. A "User" is a person or entity who Uses the Site.
h. "You" means you personally, as well as the person or entity on whose behalf you are Using the Site.

3. ACCESS TO THE SITE AND THINGS YOU FIND HERE.
This section refers to the Materials found on the Site, as defined above.

a. Other Licenses/Terms. Some of the Materials may be accompanied by their own licenses or terms of use. With respect to Your rights in and obligations regarding such Materials, and to the extent there is a conflict, those licenses or terms of use take precedence over these Terms, and you agree to be bound accordingly. With respect to any other matters, including but not limited to Your Use of this Site, submission of Materials hereto, and obligations to the Host, these Terms take precedence over any conflicting terms, except in the case of a signed ACA ( AgoraCart Contributors Agreement ).

b. Use at Your Own Risk. You understand that the Host does not pre-screen Materials, and You agree to assume all risks in Using them. These risks include, but are not limited to, errors, viruses, worms, time-limited software that expires without notice, and the possibility that the Materials infringe or misappropriate the intellectual property rights of others. You agree to assume all such risks.

c. Don't Blame the Messenger. You understand that Materials may contain the opinions of others and You do not hold the Host responsible for such opinions.

d. Management of Materials and Access. You agree that the Host has sole discretion in deciding whether to accept and post Materials, and that the Host may delete Materials for any reason (including no reason) whatsoever. You understand that access to the Site may be limited for technical reasons, that outages may occur, and that the Host has no obligation to store or back up any Materials. You agree that the Host has the right to restrict or terminate, in their sole discretion, access to the Site for any reason, including their belief that a User has violated these Terms.

f. Links to Other Sites. You understand that this Site may provide links to other sites or content that is not hosted or managed by the Host, and you agree that the Host has no control over, responsibility or liability whatsoever relating to any such sites or content, including Your Use of them.

4. THINGS YOU SUBMIT TO THE SITE.
This Site offers many opportunities for You to contribute Materials to the on this site. In addition to the other terms found here, the following terms apply to any Submissions made by You ("Your Submissions").

a. You Take Responsibility for Your Submissions. You warrant that You have all rights needed to provide Your Submissions to the Host for posting to the Site in accordance with the Terms and to grant the licenses set forth in sections 4.b and 4.c. You agree that You will make all reasonable efforts to ensure that Your Submissions: (i) do not infringe, misappropriate or violate the intellectual property rights or privacy interests of others; (ii) are not confidential or trade secret information, or subject to anyone's privacy interests; (iii) are not inaccurate, harmful, obscene, pornographic, defamatory, racist, or otherwise objectionable to a reasonable User; and (iv) do not violate any law, ordinance, or regulation of any country, state or locality. YOU AGREE THAT YOU, AND NOT THE HOST, ARE FULLY RESPONSIBLE FOR YOUR SUBMISSIONS AND THAT YOU, AND NOT THE HOST, ARE LIABLE FOR ANY AND ALL CLAIMS ARISING OUT OF THEM.

b. Source Code, Library, Modules & Add-on File Submissions. You agree that any source code You contribute to a Project and/or AgoraCart will be submitted under, and subject to, the AgoraCart Contributors Agreement (ACA), granting Host the same terms within the ACA. If required or requested for acceptance of your submission(s), You also agree to complete and send to AgoraCart an ACA ( AgoraCart Contributors Agreement ), that will be kept on file by AgoraCart covering all current and future submissions. Submissions under the AgoraCart Contributors Agreement require take precedence over these Terms. You acknowledge that You are responsible for including all applicable copyright notices and licenses with Your Submissions, and that You assume the risks of failing to do so, including the potential loss of Your rights to Your Submissions.

c. Other Submissions. (This Section 4.c applies to all Submissions other than submissions under 4.b contributed to AgoraCart and/or a Project, which is governed by the preceding section.) The Host does not claim ownership of Your Submissions. However, in order to fulfill the purposes of this Site, You must give the Host and all Users the right to post, access, evaluate, discuss, use, and refine Your Submissions. In legalese: You hereby grant to the Host and all Users a royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sub-licensable right and license under Your intellectual property rights to reproduce, modify, adapt, adopt, publish, translate, create derivative works from, distribute, perform, display and use Your Submissions (in whole or part) and to incorporate them in other works in any form, media, or technology now known or later developed, all subject to the obligation to retain any copyright notices included in Your Submissions. All Users, the Host, and their sublicensees are responsible for any modifications they make to the Submissions of others.

d. AgoraCart Gold and/or Pro Versions. With respect to files, submissions, enhancements, etc that are designated and/or licensed as "Gold Version" and/or "Pro Version", the preceding license for "Other Submissions" and "Source Code, Library, Modules & Add-on File Submissions" is limited to Users who have access to the the Specific Gold or Pro Version (ie version 5.x, 6.x, etc), and such rights may only be sublicensed to other Users with authorized access to the Specific Gold or Pro Version.

e. Resold Templates, Buttonsets, Library Files, and/or Add-on Modules - Licenses/Terms. Submissions for resale through official Agoracart channels (such as market place, proshop, etc), are governed by their own terms regarding Submissions and require You to sign agreements (such as an AgoraCart Contributors Agreement and/or an AgoraCart Resale Agreement) licensing Your rights in Your Submissions. Such aggreement must be signed and received by AgoraCart prior to any receipt of Submission for resale, or it will automatically be governed by the terms listed above, specifically the AgoraCart Contributors Agreement as applicable. In all such cases, and to the extent there is a conflict, the terms of resale Submission agreements take precedence over these Terms.

f. Privacy. You consent to the collection, processing and storage by the Host of any personal information provided by You in accordance with the terms of AgoraCart's Privacy Policy, which is available at https://agoracart.com/privacy.php. You agree to comply with all applicable laws and regulations, and the terms of AgoraCart's Privacy Policy, with respect to any use by You of any personal information in connection with this Site.

5. CONDUCT

You understand that all information, data, text, software, graphics or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not AgoraCart, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Site. AgoraCart does not control the Content posted via the Site and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will AgoraCart be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Site. You agree to not use the Site to:
    1) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or harm minors;
    2) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
    3) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site;
    4) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or other relationships;
    5) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
    6) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," or any other form of solicitation;
    7) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    8) disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in discussions or exchanges;
    9) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
    10) intentionally or unintentionally violate any applicable local, state, national or international law,
    11) "stalk" or otherwise harass another; and/or
    12) collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs above. You acknowledge that AgoraCart may or may not pre-screen Content, but that AgoraCart and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, move, or remove any Content that is available via the Site and which violates the TOS. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge, consent and agree that AgoraCart may access, preserve and disclose your account information and Content 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 the TOS (terms of service);
        (c) respond to claims that any Content violates the rights of third parties;
        (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of AgoraCart its users and the public.

6. MISCELLANEOUS.

a. Disclaimer of Warranties. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, INCLUDING ALL MATERIALS FOUND ON IT, IS PROVIDED ON AN "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. THE HOST DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE HOST MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SITE. YOU AGREE TO ASSUME ALL RISK OF LOSS OR LIABILITY FOR THE USE OF THIS SITE OR ANY MATERIALS ON IT.

b. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE HOST IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE SITE OR MATERIALS, EVEN IF THE HOST HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE). TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

c. Trademarks. All logos and trademarks contained on this Site are and remain the property of their respective owners. No licenses or other rights in or to such logos and/or trademarks are granted to You by these Terms.

d. Changes to Terms. These Terms may be changed or updated by the Host without notice.

e. Export Compliance. You agree that U.S. export control laws and other applicable export and import laws govern your Submissions and use of the Site, Materials and Submissions, including technical data. You agree that neither the Materials and Submissions nor any direct product thereof will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.

f. Governing Law. These Terms of Use are governed by the substantive and procedural laws of Utah. You and AgoraCart agree to submit to the exclusive jurisdiction of, and venue in, the courts of Utah county in Utah in any dispute arising out of or relating to these Terms of Use.

g. General. You agree that these Terms of Use are the complete agreement for the Site, Materials and Submissions, and these Terms of Use supersedes all prior or contemporaneous agreements or representations. If any term of these Terms of Use is found to be invalid or unenforceable, the remaining provisions will remain effective.