Terms and Conditions of Use

Date last modified: November 29, 2011

PLEASE READ ALL OF THE FOLLOWING TERMS OF USE CAREFULLY AS THEY CONTAIN INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

Georbeck, Inc. ("Georbeck") owns and operates TheRationalDebate.com ("Website"). This Terms of Use agreement (the "Agreement") states the terms and conditions under which a user ("User") may access and use the Website.

1. Acceptance of Terms of Use. By accessing and using the Website, User hereby accepts and agrees to the Agreement's terms and conditions. Should User NOT accept the terms and conditions, User must neither access nor otherwise use the Website. Georbeck hereby reserves the right to alter the Agreement at its sole discretion and without notice.
2. Residency and Age. This Website is intended to be accessed and used by individuals from the United States of America only, and Georbeck hereby disclaims any representations and/or warranties it makes in this Agreement which may apply to individuals who access the Website from other countries. The Website is intended to be accessed and utilized by Users who have attained the age of majority in their respective state or territory within the United States. By accessing and using the Website, User hereby represents, warrants, and affirms that it is either at least 18 years of age, an emancipated minor, or has acquired a parent or guardian's consent. User hereby affirms that it is, at a minimum and without exception, 13 years old. The Website is not intended to be accessed or utilized by children less than 13 years of age.
3. Disclaimer. The Website and the entirety of its contents are provided "as is," and Georbeck hereby disclaims all express and implied warranties including, but not limited to, warranties of merchantability and fitness for a particular purpose. Georbeck expressly disclaims any representation that:
   1. the Website will meet User's requirements;
   2. access to the Website will be uninterrupted, timely, secure, or error-free;
   3. any information obtained through or from the Website will be accurate or reliable;
   4. the quality of any products, services, information, or other material purchased or obtained by you through the website will meet expectations;
   5. any User-provided information will not be disclosed, in the absence of User-provided approval, to third parties; or
   6. any data or software errors will be corrected.

   Georbeck shall not be held responsible for technical malfunctions of any telephone system, cable system, computer equipment, server, provider, or software. Georbeck shall not be held responsible for any injury or damage to User's computer resulting from use of the Website including, but not limited to, web page viewing, file downloading, game server use or access, or following Website links. User accesses the Website at his/her own risk and is singularly responsible for any loss, damage, or costs incurred during such activity. Georbeck shall not be responsible for any incorrect or inaccurate content posted on the Website, regardless of the cause of such inaccuracy. Georbeck shall not be responsible for any conduct of any User of the Website. Georbeck shall not be responsible for any error, omission, interruption, deletion, defect, operational delay, communication line failure, or theft, destruction, or alteration of User's communication. No data or information obtained from Georbeck or the Website shall create any warranty.

4. User Content. The Website may provide features which allow users to post or submit content ("User Content") to or through the Website including, without limitation, photographs, messages, commentary, documents, images, software, files or any other information or audiovisual material. User is solely responsible for User Content that it posts or submits to or through the Website. Georbeck does not monitor or approve User Content posted or submitted to the Website by any other User. Georbeck may, in its sole and unfettered discretion, edit, remove, or delete any User Content.

   As a condition of accessing and using the Website, User agrees not to post or submit User Content that:

   1. is unlawful, threatening, abusive, libelous, defamatory, slanderous, obscene, vulgar, pornographic, indecent, or would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or international law or regulation;
   2. violates or infringes upon the rights of others including, without limitation, privacy or publicity rights, intellectual property rights including, without limitation, copyright, patent, trade secret, or trademark rights, or other rights, without first obtaining permission from the owner or rights holder;
   3. promotes malice or harm of any kind against any group or individual;
   4. solicits user passwords, financial information, or personal identification for unlawful purposes;
   5. contains a virus, spyware, malware, or harmful software; or
   6. constitutes junk mail, unsolicited mass mail, or spam.

   The foregoing is only a partial list of the kind of User Content which is prohibited on the Website. Georbeck reserves the right to investigate and take appropriate action, legal or otherwise, in its sole discretion against anyone who violates this section including, without limitation, removing the offending content from the Website and terminating the violator's Website access.

   By posting or submitting User Content on the Website, User automatically grants, and warrants that it has the right to grant, to Georbeck and its licensees, affiliates, successors, and assigns, a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, license ("License") to use and promote the User Content in any form, in all media now known or hereinafter created, anywhere in the world, and for any purpose ("Purposes").

   User hereby waives, represents, and warrants ("Waiver") that it has obtained the waiver of any and all moral rights in User Content that it submits or posts on or through the Website including, without limitation, rights of attribution or integrity, and any similar rights in any jurisdiction worldwide.

   User represents and warrants that it has obtained all necessary consent and authority from any individual whose likeness appears in any User Content which User posts on or submits to the Website to: 1) post and submit such content on or to the Website; and 2) permit Georbeck and its licensees, affiliates, and successors to use such content for the aforementioned Purposes.

   User further represents and warrants that Georbeck's exercise of any of its rights under the License will neither violate nor infringe upon the rights of others including, without limitation, privacy, publicity or intellectual property rights.

5. General Use of Website. User agrees to act responsibly. User agrees NOT to:
   1. use any content or information available through the Website for any unauthorized purpose;
   2. interfere with or damage the Website including, without limitation, through the use of viruses, spyware, malware, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing, or methods that in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents;
   3. collect, store, or distribute any information about any other user other than in the course of the permitted use of the Website;
   4. impersonate any person, company, or entity;
   5. modify, sublicense, translate, sell, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Website or any software used on or for the Website; or
   6. assist any third party in doing any of the foregoing.
6. Interactions with Other Website Users. User is solely responsible for its interactions with other Website users including the User Content User posts and User's messages to other Users. Georbeck shall not be responsible for any damage or harm resulting from User's interactions with other users of the Website.

   User understands that Georbeck does not screen users. Georbeck makes no representations or warranties as to user conduct. Georbeck reserves the right, without obligation, to: 1) monitor all interactions between users; and 2) take any action in good faith to restrict access to or the availability of any User Content which Georbeck considers prohibited.

   All messages sent between users may be reviewed by Georbeck for compliance with this Agreement, but will be treated as private to the extent required by applicable law. User is solely responsible for all interactions with other users. User is implored to not provide financial information of any type to other users.

7. Links. The Website contains links to other internet sites and resources, and User hereby acknowledges and agrees that: 1) Georbeck shall not be responsible for the availability of such external sites or resources; and 2) Georbeck does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. User agrees that Georbeck shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such website or resource.
8. Proprietary Rights. All Website content, including User content, is protected under international law and is owned by Georbeck, its licensors, or the party accredited as the provider. Unless expressly authorized, User agrees not to sell, license, modify, distribute, reproduce, publicly display or perform, publish, or create derivative works from content available on the Website.

9. Registration. User may be asked to register with the Website. User hereby agrees to: 1) provide accurate and complete information ("User Information") as prompted by any Website registration form; and 2) maintain and promptly update his/her User Information to keep it accurate and complete. Georbeck reserves the right to suspend or terminate User's access to and use of the Website, or any portion thereof, on the basis of inaccurate or incomplete User Information.

   User authorizes Georbeck and its licensees, affiliates, successors, and assigns to collect, use, store, and disclose User Information for marketing purposes.

   User may be required to select a username and password when completing the registration process. User is solely and fully responsible for maintaining the confidentiality of its own username and password, and User is solely and fully responsible for all activities occurring under your username and password. User agrees to: 1) immediately notify Georbeck of any unauthorized use of User's username and password or any other breach of security; and 2) ensure that User logs off from its account at the end of each session. Georbeck shall not be liable for any loss or damage arising from User's failure to maintain the confidentiality of its username and password.

10. Limits on Liability. Georbeck, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, successors, or assigns ("Georbeck Parties") shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising from or relating to: 1) the Website's availability; 2) the acts, omissions, or conduct of any user or third party, whether online or offline; 3) any Website or User Content; 4) any goods or services acquired as a result of any information obtained or transactions entered into through the Website; 5) any use of goods or services made available on any internet resource or webpage linked to the; or 6) the disclosure, alteration, or use of any User Content or User Information.

    The Georbeck Parties aggregate liability to User or any third party, in any matter arising from or related to the Website or the Agreement, shall not exceed the sum of one hundred dollars ($100).

    User's access or use of any third party website or internet resource linked to or from the Website, or User's use of goods or services from third party websites or internet resources linked to or from the Website, is made at User's own risk. User hereby releases the Georbeck Parties from any damages User suffers from User's access to third party website or internet resources, and User agrees not to make any claims against the Georbeck Parties arising from any purchase or acquisition of goods and services made available through the Website or though third party websites or internet resources.

    The Georbeck Parties shall not be liable for any damages resulting from the failure, by any party, to protect User passwords or account information. The Georbeck Parties shall not be liable for any failure or performance delay under the Agreement due to circumstances beyond the Georbeck Parties' control including, but not limited to, natural catastrophes, governmental acts, laws or regulations, terrorism, labor strikes or difficulties, communication system interruptions, hardware or software failures, transportation interruptions, or any inability to acquire materials or supplies.

11. Indemnification. User agrees to indemnify, defend, and hold harmless the Georbeck Parties from and against any loss, liability, or expense, including reasonable attorneys' fees and expenses and court costs, arising out of or related to: 1) any third party claim against any Georbeck Party alleging that User Content posted or submitted to the Website infringes any of the third party's rights; 2) any User breach of any provision of this Agreement and/or any representation or warranty identified herein; or 3) any cost or expense Georbeck incurs in enforcing this Section. Georbeck reserves the right to control the defense and settlement of any action or proceeding against any Georbeck Party that User is bound to defend pursuant to the foregoing.
12. Termination. Georbeck, in its sole and unfettered discretion, may terminate User's access to the Website for any reason including, without limitation, User's breach of this Agreement. User agrees that any termination of its access to the Website may be effected without prior notice, and User agrees that: 1) Georbeck may immediately deactivate or delete any of User's accounts and all related information and files in such accounts; and 2) bar any subsequent access to the Website or User Content. User agree that Georbeck shall not be liable to User or any third party for any costs or damages of any kind for or resulting from any termination of User's Website access. Georbeck reserves the right to block users from certain IP addresses from accessing the Website.
13. Discontinuance of Service. Georbeck reserves the right to modify or discontinue, temporarily or permanently, any portion of the Website without prior notice. User agrees that Georbeck shall not be liable to User or to any third party for any modification or discontinuance of any portion of the Website.
14. Take-Down Requests, DMCA. Georbeck expressly prohibits users from uploading, posting, or otherwise distributing through the Website any content which may violate another party's privacy, publicity, intellectual property, or other rights. If any User believes any Website content violates or otherwise infringes upon any of User's rights, User is encouraged to contact Georbeck immediately to request that the allegedly offending content ("Offending Content") to be removed from the Website. To make such a request ("Take-Down Request"), User should provide Georbeck designed agent, listed below, with:
    1. the identify of the Offending Content in sufficient detail such that it can be readily located (e.g., "The photograph of available at http://TheRationalDebate.com/item123");
    2. User's name, mailing address, email address, and telephone number; and
    3. the name, user id, email, telephone phone number, and mailing address of the person you believe posted the Offending Content (as available).

    In accordance with the Digital Millennium Copyright Act ("DMCA"), Georbeck has designated a Copyright Agent who is charged with receiving notification of alleged copyright violations, and may accept notification of other offending Website content. If you believe in good faith that material appearing on this website infringes your copyright, provide notification, pursuant to 17 U.S.C. § 512(c)(3)(A), to our Copyright Agent at:

    Agent:	Daliah Saper
    Address:	350 N. LaSalle Suite 350 Chicago, Illinois 60654
    Phone:	(312) 527-4100
    Fax:	(312) 527-5020
    Email:	admin [at] saperlaw.com

    Similarly, the DMCA provides that if you, in good faith, believe that a notice of copyright infringement has been wrongfully filed against you, you may send to our Copyright Agent a counter notice, subject to the requirements set forth in 17 U.S.C. § 512(g)(3) (2006).

    Lastly, it should be noted that individuals making misrepresentations made in alleging that material appearing on this website constitutes copyright infringement may be liable for damages pursuant to 17 U.S.C. § 512(f) (2006).

    Georbeck will process proper Take-Down Requests, will promptly remove or disable access to any offensive or infringing content, and will terminate the accounts of repeat infringers.

15. Miscellaneous.
    1. Choice of Law; Jurisdiction. This Agreement will be governed by and construed under the laws of the United States of America and, to the extent not inconsistent therewith, the laws of the State of Illinois without regard to conflicts-of-laws principles that would require the application of any other law. Any proceeding arising out of or relating to this Agreement must be brought in the courts of Cook County, Illinois, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding will be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court. The parties agree that either or both of them may file a copy of this Section with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. In any action at law or in equity to enforce or interpret this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements incurred both before and after judgment in addition to any other relief to which such party may be entitled.
    2. Severability. If any provision – or portion of a provision – of this Agreement is held invalid, unenforceable, or void, the remainder of the Agreement shall remain unaffected and shall continue in full force and effect.
    3. Separability. This Agreement does not and shall not be construed to create a partnership or joint venture between the parties hereto.
    4. Merger. This Agreement is the entire agreement between the parties hereto, and replaces any and all prior negotiations, representations, or agreements between the parties, whether oral, electronic, or written, pertaining to the managerial relationship outlined herein. The parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, not contained in this Agreement. No waiver or any breach of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach hereof.
    5. Contact. Any questions regarding these Terms of Use may be directed to Georbeck's administrators at admin [at] TheRationalDebate.com.