Needish

Needish

Terms and Conditions of Use

Last updated: March 20, 2008

Welcome to www.Needish.com, provided by Needish Inc. (“Needish”). Needish provides Needish.com subject to these Terms and Conditions of Use. BY ACCESSING OR USING NEEDISH.COM, INCLUDING INFORMATION MADE AVAILABLE ON NEEDISH.COM (COLLECTIVELY, THE “SITE”), YOU ACCEPT THESE TERMS AND CONDITIONS, INCLUDING ALL TERMS, POLICIES, AND GUIDELINES INCORPORATED BY REFERENCE (COLLECTIVELY, THE “TERMS”) AND ANY MODIFICATIONS THAT MAY BE MADE TO THE TERMS FROM TIME TO TIME. IF YOU DO NOT AGREE TO ANY PROVISION OF THE TERMS, YOU MAY NOT ACCESS OR USE THE SITE.

1. Modifications to Terms

Needish reserves the right to change or modify any of the terms and conditions contained in these Terms, and any other Needish terms, policies, or guidelines, at any time and in its sole discretion. Any changes or modifications will be effective immediately upon posting of the revisions on the Site. Your continued use of the Site following the posting of such changes or modifications will constitute your acceptance of such changes or modifications. If Needish updates these Terms, it will update the “last updated” date above. You should frequently review these Terms and other applicable policies from time to time to understand the terms and conditions that apply to your use of the Site. If you do not agree to the amended terms, you must stop using the Site.

2. Copyright and Limited License

The Site and all information, data, and other content and materials available on the Site, including, without limitation, the Needish logo and all designs, text, documents, graphics, software, videos, sound files, other files, and the selection and arrangement thereof (collectively, “Content”), are the proprietary property of Needish and its suppliers and licensors and are protected by U.S. and international copyright laws.

If you comply with all the terms and conditions of these Terms, Needish grants you a revocable, non-transferable, and non-exclusive license to access the Site and to electronically copy (except where prohibited without a license) and print to hard copy portions of the Content for your informational, personal, and non-commercial purposes only. This license is revocable at any time.

Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you under these Terms. Unless stated explicitly in these Terms, nothing in these Terms will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.

3. Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act and other applicable law, Needish maintains a policy of terminating, in appropriate circumstances and at Needish's sole discretion, account holders who are deemed to be repeat infringers. Needish may also at its sole discretion limit access to the Site to any users and/or terminate the accounts of any account holders who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

4. Copyright Complaints

If you believe that any Content on the Site infringes upon any copyright that you own or control, you may file a notice of infringement with Needish’s designated agent as set forth below.

Name of agent designated to receive notification of claimed infringement:

Oskar Hjertonsson

Full address of designated agent to whom notice should be sent:

364 University Avenue

94301 Palo Alto, California

Telephone number of designated agent:

650 796 7936

Email Address of designated agent: oskar @ needish.com

Needish may give notice of a claim of copyright infringement to users of the Site by means of a general notice on the Site, electronic mail to a user's email address in its records, or by written communication sent by first-class mail to a user's address in its records.

5. Trademarks

The Needish.com, the Needish logo, and any other product or service name or slogan contained on the Site and in any Content are trademarks of Needish and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Needish or the applicable trademark holder. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Site or in any Content are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by Needish.

6. Third-Party Content

The Site may contain links to Web pages and content of third parties ("Third-Party Content") as a service to those interested in this information. Needish does not monitor, endorse, or adopt, or have any control over, any Third-Party Content. Needish undertakes no responsibility to update or review any Third Party Content and can make no guarantee as to its accuracy or completeness.

Additionally, if you follow a link or otherwise navigate away from the Site, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Web sites or Third-Party Content to which you navigate from the Site. You access and use Third-Party Content at your own risk.

7. Advertisements and Promotions

The Site may contain advertisements and promotions from third parties. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Needish, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. Needish is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Needish advertisers on the Site.

8. Submissions

You acknowledge and agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials, or other information, provided by you in the form of email or other submissions to Needish (excluding Content that you post on the Site in accordance with these Terms), are non-confidential and shall become the sole property of Needish. Needish will own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

9. Interactive Services

a. Generally

The Site may include interactive features and services, including social networking functionality, chat rooms and forums, message boards, ratings or review functionality, and similar services, in which you or third parties may send messages to Site users, and create, post, or store profile data, pictures, ratings or reviews, and other Content on the Site (“Interactive Services”). You are solely responsible for your use of Interactive Services and use them at your own risk. By using any Interactive Services, you agree not to post, transmit, distribute, upload, or otherwise disseminate through the Site any of the following:

• Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
• Content that harasses, intimidates, degrades, or is hateful toward any person or group on the basis of race, religion, ethnicity, gender, sexual orientation, age, or disability;
• Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange (e.g., the New York Stock Exchange or the NASDAQ);
• Content pertaining to the sale, rental, or use of any housing, property, or dwelling that violates the federal Fair Housing Act, or any other similar state or local laws, regulations, or orders (including, without limitation, any Content that states a discriminatory preference based on race, color, national origin, religion, sex, familial status, or handicap);
• Content pertaining to employment that violates any federal, state, or local laws, regulations, or orders (including, without limitation, any Content that states a preference or requirement based upon race, color, religion, sex, national origin, age, or disability);
• Content that violates, or that causes Needish or its affiliates or subsidiaries to violate, any other applicable law, regulation, or order of any governmental authority in any jurisdiction;
• Content that infringes, or that may infringe, any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, or that you otherwise do not have the right to make available;
• Private or confidential information of any person or entity, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, credit card numbers, and any trade secrets or information for which you have any obligation of confidentiality;
• Content that is or contains any advertising or solicitation, including, without limitation, links to commercial products or services (except in portions of the Site that are expressly designated as portions in which such Content is allowed);
• Content that impersonates any person or entity, or misrepresents your affiliation with the Site or with any other person or entity;
• Content that misrepresents a genuine intent to purchase goods or services or otherwise attempts to obtain business information from a competitor by posing as a prospective customer;
• Political campaigning, or any unsolicited promotions, advertising, or solicitations without the express permission of Needish;
• Viruses, corrupted data, or other harmful, disruptive, or destructive files; or
• Content that, in the sole judgment of Needish, is objectionable, restricts or inhibits any person or entity from using or enjoying any Interactive Services or other portions of the Site, or which may expose Needish, the Site, or its users to harm or liability of any nature.

Needish takes no responsibility and assumes no liability for any Content posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor is Needish liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter on the Site or in your dealings with other Site users. Needish is not liable for any statements, representations, or Content provided by its users.

Although Needish has no obligation to screen, edit, or monitor any Content posted on or transmitted through the Site, Needish reserves the right, and has absolute discretion, to remove, screen, and edit any Content posted, stored, or transmitted on or through the Site at any time and for any reason without notice.

If you post Content on or through the Site, then, unless Needish indicates otherwise, you (a) grant Needish and its subsidiaries and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content throughout the world in any media; (b) grant Needish and its affiliates, subsidiaries, and sublicensees the right to use the name that you submit in connection with such Content, if they choose; and (c) represent and warrant that you own and control all of the rights to the Content that you post, or you otherwise have the right to post such Content to the Site; and the use and posting of Content you supply does not violate these Terms, will not violate any rights of or cause injury to any person or entity, and will not otherwise create any harm or liability of any type for Needish, the Site, or for third parties.

Needish will, in its sole discretion, make all judgments as to whether Content or other user actions violate any standards for Content or other user actions described in these Terms. In addition to the specific restrictions and guidelines set forth elsewhere in these Terms, Needish reserves the right to impose restrictions and limitations on the use of the Site, including account termination, upon any Site users engaging in any type of conduct that, as determined by Needish in its sole discretion, violates these Terms or may create harm to, or liability of, Needish, the Site, Site users, or any third parties of any nature.

b. Particular Types of Content

1. Needish Requests

Needish may allow Site users to post listings of products, services, and other items that such users are interested in (“Needish Requests”). All Needish Requests must comply with these Terms (including, without limitation, the prohibitions and restrictions on Content) and with all guidelines and policies for Needish Requests that Needish may make available from time to time.

For example, products, services, and other items that satisfy any of the following descriptions may not be described or requested in any Needish Requests:

• Illegal products or services (including, without limitation, items that are stolen or obtained through illegal means, that constitute, encourage, or provide instructions for a criminal offense, that violate the rights of any party, or that would otherwise create liability for Needish, the Site, or any third party, or violate any local, state, national or international law);
• Products or services that infringe, or may infringe, any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• Products or services that contain or link to any Content that may not be posted on the Site; or
• Any other products, services, or other items that Needish, in its sole discretion, determines should not be allowed on the Site.

2. Opinions

Needish may allow Site users to post ratings, reviews or opinions regarding other Site users, third parties, or products or services (“Opinions”). In addition to complying with all other restrictions in these Terms applicable to Content, Site users must not do any of the following in or in connection with any Opinions:

• Engage in any hateful or discriminatory activity;
• “Stalk,” threaten, intimidate, or otherwise harass anyone;
• Create or present a false identity; or
• Post any false, misleading, inaccurate, or misleading information.

Site users retain all rights of ownership in Opinions. Without limiting the license grant in Section 9(a), however, Site users also grant to Needish the exclusive right to display Opinions anywhere online and in other interactive media, except for the following circumstances:

• Users may display Opinions they post on the Site on any blog, personal home page, or other Web page that contains content contributed from ten individual contributors or less, but the user must include the following attribution in the display: "You can read this review at www.needish.com.”
• Users may display Opinions they post on the Site in a forum other than those described above with express written consent from Needish. To request additional online rights to an Opinion, Site users may contact Needish at [feedback@needish.com]. Needish reserves the right to grant or deny permission on a case-by-case basis as Needish deems appropriate in its sole discretion.

In all other cases, Needish’s exclusive display and reproduction rights apply even if a Site user initially posts the Opinion somewhere else online and then desires to post it to the Site. Such dual posting is not permitted, although if a Site user has the right to do so, he or she may be able to delete the Opinion from the other site and then repost it on the Site. A Site user must, however, first check with the site at which he or she initially posted the Opinion to determine whether this is permissible.

(For purposes of this Section 9(c), the word "display" covers all copyright and other intellectual property rights necessary to effectuate the foregoing intent.)

If Needish identifies a third party who is displaying a Site user’s Opinion online in violation of these Terms and Needish wishes to take action against the infringer, Needish may contact the Site user to seek your help with the action. Needish may also, however, enforce a Site user’s ownership rights in the Opinion directly against the infringer, and such Site user authorize Needish to take any actions on his or her behalf that Needish reasonably deems necessary or appropriate to protect the parties' respective rights. If Needish decides to sue the infringer, (i) Needish may join the Site user as a co-plaintiff to the action, and (ii) any resulting damages or settlements attributable to online uses of the Opinion will be solely Needish’s.

Needish may allow Site users to edit or delete Opinions. At any time, without further notice, Needish may restrict Site users’ ability to edit or delete Opinions. Please note that Needish may not be able to propagate changes you make to an Opinion to any corresponding version of the Opinion that is displayed somewhere other than on the Site.

Even if a user deletes an Opinion from the Site, the provisions of this Section 9(c) still apply. Thus, once a Site user has posted an Opinion to the Site, the user may not post the Opinion anywhere else online (other than as permitted in this Section 9(c) without Needish’s permission, even if the user deletes it from the Site.

10. Dealings with Site Users

Your transactions, dealings, and correspondence with, or participation in promotions of, persons who place, respond to, or are named or referenced in, any Needish Requests, Opinions, or other Content, and any terms, conditions, warranties, or representations associated with such transactions, dealings, and correspondence, are solely between you and such third party. Needish is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, transactions, or correspondence. If you enter into any kind of transaction with a Site user or other third party, Needish and its subsidiaries and affiliates are not responsible or liable for any action or inaction of you or any other party to such a transaction (including, without limitation, any party’s failure to perform, pay any amounts due, or deliver any merchandise or services). Any fees or payments collected by Needish applicable to transactions between or among Site users are set forth on the Site, and all terms and conditions applicable to such fees or payments are set forth in the Site’s Terms of Sale (defined in Section 13 below). The Terms of Sale do not apply to any purchases from, or other transactions with, Site users or other third parties that you may engage in, however, as those transactions are solely between you and the other party or parties to the transaction. THE SITE IS PROVIDED AS-IS AND YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, YOUR PURCHASE, SALE, LEASE, OR OTHER TRANSACTION WITH SITE USERS OR OTHER THIRD PARTIES THAT RELATE TO THE SITE, IS AT YOUR OWN RISK.

11. Taxes

Site users are responsible for determining whether sales, use, and other taxes apply to any transaction or other dealings relating to the use of the Site. Such users must collect, report, and remit the correct tax to the appropriate tax authority. Needish is not obligated to determine whether sales, use, or similar taxes apply to any transactions or other dealings relating in any manner to the Site, and, except as stated expressly on the Site, is not responsible for collecting, reporting, or remitting any sales, use, or similar taxes arising from any transactions or dealings relating to the Site.

12. Registration Data; Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by registration forms on the Site (“Registration Data”); (b) maintain the security of any logins, passwords, or other credentials that you select or that are provided to you for use on the Site; and (c) maintain and promptly update the Registration Data, and any other information you provide to Needish, and to keep all such information accurate, current, and complete.

13. Paid Services

Needish may from time to time offer services on the Site that require the payment of fees (“Paid Services”). Paid Services, if made available, are made available subject to additional terms and conditions (“Terms of Sale”) that supplement these Terms and, to the extent to which they conflict with these Terms, will govern.

14. Indemnification

You will defend, indemnify and hold harmless Needish, its subsidiaries and affiliates, and their respective directors, officers, agents, employees, licensors, and suppliers from and against any costs, damages, expenses, and liabilities (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your use of the Site, your violation of these Terms, or your violation of any rights of a third party.

15. Disclaimer of Warranties

YOUR USE OF NEEDISH, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT ACCESSIBLE THROUGH THE SITE AND YOUR INTERACTIONS AND DEALINGS WITH ANY SITE USERS, IS AT YOUR SOLE RISK. THE SITE AND ALL CONTENT AVAILABLE ON AND THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEEDISH AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEEDISH DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SITE OR YOUR ACCESS TO ANY CONTENT, OR THAT ANY TRANSACTION REQUEST YOU PLACE USING NEEDISH (INCLUDING, WITHOUT LIMITATION, ANY REQUEST OF OR POSTING OF ANY OPINION OR OF ANY INTEREST IN ANY PRODUCTS, SERVICES, OR OTHER ITEMS) WILL BE SUCCESSFUL, UNCORRUPTED, OR COMPLETED WITHIN A REASONABLE AMOUNT OF TIME. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DELAY OR LOSS OF ANY KIND THAT RESULTS FROM YOUR ACCESS TO, AND USE OF, THE SITE AND ANY CONTENT THAT YOU ACCESS ON OR THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEEDISH, THROUGH OR FROM THE SITE, OR FROM ANY THIRD PARTY, WILL CREATE ANY WARRANTY REGARDING NEEDISH THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

16. Limitation of Liability

NEITHER NEEDISH NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF NEEDISH OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE MAXIMUM TOTAL LIABILITY OF NEEDISH AND ITS SUPPLIERS AND LICENSORS TO YOU FOR ALL CLAIMS UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS THE AMOUNT ACTUALLY PAID, IF ANY, BY YOU TO NEEDISH FOR YOUR ACCESS TO OR USE OF THE SITE AND NEEDISH SERVICES MADE AVAILABLE ON THE SITE IN THE THREE MONTHS PRECEDING THE APPLICABLE CLAIM. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. Modifications to the Site and Restrictions on Access

Notwithstanding any provision of these Terms, Needish reserves the right, without notice and in its sole discretion, to terminate your license to use the Site and to block, restrict, and prevent your future access to, and use of, the Site. Additionally, Needish reserves the right to modify, discontinue, and restrict, temporarily or permanently, all or part of the Site (including, without limitation, access to any Content) without notice in its sole discretion. Neither Needish nor its suppliers or licensors will be liable to you or to any third party for any modification, discontinuance, or restriction of the Site.

18. Consent to Electronic Communications

By using the Site, you consent to receiving electronic communications from Needish. These communications may include notices about your Site account and information concerning or related to the Site. You agree that any notices, agreements, disclosures, or other communications that Needish sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

19. General Legal Notices

Needish’s failure to act in a particular circumstance does not waive its ability to act with respect to that circumstance or similar circumstances. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. Any provision in these Terms that by its nature should survive the termination of your license to access the Site or any termination of these Terms (including, without limitation, provisions governing indemnification, limitations on liability, disclaimers of warranty, and ownership of intellectual property) will continue to remain in full force and effect after any such termination.

These Terms are governed by the laws of the State of California, excluding conflicts of law principles. Any controversy or claim arising out of or relating to the Site or these Terms must be commenced within one year after the claim arose and will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Santa Clara County, California, and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by California law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property pending the completion of arbitration.

These Terms, including all policies and guidelines incorporated into these Terms by reference, constitute the entire agreement between you and Needish concerning the Site. These Terms supersede all prior agreements or communications between you and Needish regarding the subject matter of these Terms.

20. Questions & Contact Information

If you have any questions or concerns about the Site or these Terms, you may contact Needish at feedback@needish.com.