WEBSITE TERMS OF USE
1. AGREEMENT
These Website Terms of Use (the “Agreement”) constitute a legally binding agreement by and between Ranch Hub, LLC (hereinafter, “Ranch Hub”) and you or your company (in either case, “You” or “Your”) concerning Your use of Ranch Hub’s website located at http://www.ranchhub.com/ (the “Website”) and the services made available by Ranch Hub through the Website (the “Services”). By using the Website and Services, You represent and warrant that You have read and understood, and agree to be bound by, this Agreement and Ranch Hub’s [Privacy Policy] (the “Privacy Policy”), which is incorporated herein by reference and made part of this Agreement. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES.
2. PRIVACY POLICY
By using the Website, You consent to the collection and use of certain information about You, as specified in the Privacy Policy. Ranch Hub encourages users of the Website to frequently check Ranch Hub’s Privacy Policy for changes.
3. CHANGES TO AGREEMENT AND PRIVACY POLICY
Applicable laws, rules, and regulations change frequently. ACCORDINGLY, RANCH HUB RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS PRIVACY POLICY AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES. Unless Ranch Hub obtains Your express consent, any revised Privacy Policy will apply only to information collected by Ranch Hub after such time as the revised Privacy Policy takes effect, and not to information collected under any earlier Privacy Policies.
4. ELIGIBILITY
BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 13 YEARS OLD, NOT A CONVICTED SEX OFFENDER, AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
5. LICENSE
Subject to Your compliance with the terms and conditions of this Agreement, Ranch Hub grants You a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Website and Services. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, modified, sold, resold, or distributed without the express written consent of Ranch Hub. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of Ranch Hub or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
6. USER INFORMATION; PASSWORD PROTECTION
In connection with Your use of the Services, You are required to complete a registration form. You represent and warrant that all user information You provide on the registration form or otherwise in connection with Your use of the Website and Services will be current, complete and accurate, and that You will update that information as necessary to maintain its completeness and accuracy by visiting your personal profile. For additional information, see the section concerning “User Ability to Access, Update, and Correct Personal Information” in Ranch Hub’ [Privacy Policy].
You will also be asked to provide a user name and password in connection with Your use of certain of the Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, user name, or password of any other member at any time. You agree to notify Ranch Hub immediately of any unauthorized use of Your account, user name, or password. Ranch Hub shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by Ranch Hub, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your account or password. Ranch Hub reserves the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those user names.
7. RELIANCE ON THIRD-PARTY CONTENT
Opinions, advice, statements, Storefront (as defined below) listings or other information made available by means of the Website and Services by third-parties are those of their respective authors and should not necessarily be relied on. Such authors are solely responsible for such content. RANCH HUB DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION ON THE WEBSITE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY BY MEANS OF THE WEBSITE AND SERVICES. UNDER NO CIRCUMSTANCES WILL RANCH HUB BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO OR BY ANY THIRD-PARTY.
8. YOUR INTERACTIONS WITH OTHER MEMBERS
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER RANCH HUB MEMBERS. YOU ACKNOWLEDGE AND UNDERSTAND THAT RANCH HUB HAS NOT, AND DOES NOT, IN ANY WAY: (A) SCREEN ITS MEMBERS; (B) INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS; OR (C) REVIEW OR VERIFY THE STATEMENTS OF ITS MEMBERS. YOU HEREBY AGREE TO EXERCISE REASONABLE PRECAUTION IN ALL INTERACTIONS WITH OTHER MEMBERS, PARTICULARLY IF YOU DECIDE TO MEET ANOTHER MEMBER IN PERSON. RANCH HUB DOES NOT REPRESENT, WARRANT, ENDORSE OR GUARANTEE THE CONDUCT OF ITS MEMBERS. IN NO EVENT SHALL RANCH HUB BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY MEMBER’S CONDUCT IN CONNECTION WITH SUCH MEMBER’S USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF PRIVACY OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS BETWEEN MEMBERS.
9. PUBLIC PROFILES; INFORMATION PROVIDED BY MEMBERS
As part of registration with the Website, members must create public profiles, which contain certain indentifying information (such as gender and location). In addition, members have the option to post photographs, videos and other information (such as likes and dislikes) on their public profiles. Ranch Hub relies on its members to provide current and accurate information, and Ranch Hub does not, and cannot, investigate information contained in member public profiles. Accordingly, Ranch Hub must assume that information contained in each member public profile is current and accurate. RANCH HUB DOES NOT REPRESENT, WARRANT OR GUARANTEE THE CURRENCY OR ACCURACY OF PUBLIC PROFILE INFORMATION, AND HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY INFORMATION PROVIDED BY MEMBERS BY MEANS OF PUBLIC PROFILES OR OTHERWISE IN CONNECTION WITH THE SERVICES.
10. SALEBARN; RELATIONSHIP & OBLIGATION OF PARTIES
The Ranch Hub SaleBarn (the “SaleBarn”) allows Website members to buy and sell goods and services from other Website members. THE SALEBARN IS RESTRICTED WEBSITE MEMBERS 18 YEARS OF AGE AND OLDER. BY SELLING OR PURCHASING A PRODUCT OR SERVICE THROUGH SALEBARN, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AG. You acknowledge and agree that, through the Storefront, You enter contracts directly with other Website members for the sale and purchase of goods or services. Ranch Hub is not a party to any Storefront contract between Website members, and Ranch Hub is not involved in the contracting between Website members. All rights and obligations for the sale and purchase of goods and services through the Storefront are solely between Website members. Ranch Hub has no control over and does not guarantee the quality, safety or legality of the Storefront advertised or requested goods or services, the ability of any Website member to deliver goods or services, the quality of the goods or services, the ability of any Website member user to pay for goods or services, or that a Website member will complete a transaction. Website members must look solely to each other for the enforcement and performance of all rights and obligations pursuant to the sale and purchase of goods and services through the Storefront and any other terms, conditions, representations or warranties associated with such dealings.
11. MEMBER DISPUTES
Ranch Hub reserves the right, but disclaims any perceived, implied or actual duty, to monitor disputes between Website members. You agree to hold Ranch Hub harmless in connection with any dispute or claim You make against any other member.
12. CONSENT TO RECEIVE EMAIL FROM RANCH HUB
By registering with the Website, you thereby consent to receive periodic email communications from Ranch Hub regarding the Services, new product offers, promotions and other matters, including, without limitation, confirmation emails.
13. CONSENT TO RECEIVE EMAIL COMMUNICATIONS FROM MEMBERS
By registering with the Website, your thereby consent to receive electronic communications, including email and personal messages, from other Website members.
14. FEES
Free memberships and junior exhibitor memberships are free. By registering with the Website and selecting either the basic livestock producer, standard livestock producer, premium livestock producer or business service membership plan (in each case, “Basic Plan,” “Standard Plan,” “Premium Plan” or “Business Service”) you expressly authorize Ranch Hub to charge you the then current Basic Plan fee, Standard Plan fee, Premium Plan fee, or Business Service fee, whichever is applicable (all of the foregoing, collectively “Membership Fees”). Membership Fees recur monthly. Upon registration, You will be billed a Membership Fee for the first month and each consecutive month thereafter, unless and until You cancel Your membership plan. ALL MEMBERSHIP FEES AND CHARGES ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. RANCH HUB RESERVES THE RIGHT, IN RANCH HUB’ SOLE DISCRETION, TO CHANGE THE MEMBERSHIP FEES AND CHARGES IN EFFECT, OR TO ADD NEW FEES AND CHARGES, BY POSTING SUCH CHANGES ON THE WEBSITE OR PROVIDING NOTICE TO YOU. Should you wish to cancel Your membership, please email This e-mail address is being protected from spambots. You need JavaScript enabled to view it .
15. THIRD-PARTY WEBSITES
The Website is linked with the websites of third parties (“Third-Party Websites”), some of whom may have established relationships with Ranch Hub and some of whom may not. Ranch Hub does not have control over the content and performance of Third-Party Websites. RANCH HUB HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, RANCH HUB DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. RANCH HUB DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
16. USER CONTENT
“User Content” is any content, materials or information, not including Personal Information (as defined in Ranch Hub’s [Privacy Policy]), that You upload or post to, or transmit, display, perform or distribute by means of, the Website, whether in connection with Your use of Services or otherwise. YOU HEREBY GRANT RANCH HUB AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RANCH HUB PARTIES”) A PERPETUAL, FULLY PAID-UP, WORLDWIDE, SUBLICENSABLE, IRREVOCABLE, ASSIGNABLE LICENSE TO COPY, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, EDIT, TRANSLATE, REFORMAT AND OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OPERATION OF THE WEBSITE, SERVICES OR ANY OTHER SIMILAR OR RELATED BUSINESS, IN ANY MEDIUM NOW EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN ADVERTISING AND PUBLICITY. YOU FURTHER AGREE THAT THE RANCH HUB PARTIES MAY PUBLISH OR OTHERWISE DISCLOSE YOUR NAME AND/OR ANY USER NAME OF YOURS IN CONNECTION WITH THEIR EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. YOU AGREE TO WAIVE, AND HEREBY WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE BY THE RANCH HUB PARTIES OF THE RIGHTS GRANTED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION ANY CLAIMS RELATING TO YOUR RIGHTS OF PERSONAL PRIVACY AND PUBLICITY. YOU WILL NOT BE COMPENSATED FOR ANY EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION.
You hereby represent and warrant that You own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided the Ranch Hub Parties under this section. You further represent and warrant that all User Content fully complies with Ranch Hub’s [Community Guidelines].
17. PUBLIC FORUMS
“Public Forum” is any area, site or feature offered as part of the Website (including without limitation public profiles, reviews, discussion forums, message boards, blogs, chat rooms, emails or personal messaging features) that enables You (a) to upload, submit, post, display, perform, distribute and/or view User Content, and/or (b) to communicate, share, or exchange User Content with other Website members or other Website visitors. You acknowledge that Public Forums, and features contained therein, are for public and not private communications. You further acknowledge that anything You upload, submit, post, transmit, communicate, share or exchange by means of any Public Forum may be viewed by other Website members, and therefore, You have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the User Content you upload, submit, post, transmit, communicate, share or exchange by means of any Public Forum and for the consequences of submitting or posting same. RANCH HUB DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR PUBLIC FORUMS AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED THEREON.
18. YOUR RESPONSIBILITY FOR DEFAMATORY COMMENTS
You agree and understand that you may be held legally responsible for damages suffered by other Website members or third-parties as the result of Your remarks, information, feedback or other content posted or made available on the Website that is deemed defamatory or otherwise legally actionable. Under the Federal Communications Decency Act of 1996, Ranch Hub is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback or other content posted or made available on the Website.
19. OBJECTIONABLE CONTENT
You represent and warrant that you shall not use the Website or Services to upload, post, transmit, display, perform or distribute any content, information or materials that, including without limitation: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from or exploit in a sexual or violent manner anyone; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) glamorize the use of hard core illegal substances and drugs; (g) violate any provision of this Agreement or any other Ranch Hub agreement or policy, including without limitation Ranch Hub’ [Community Guidelines]; or (h) is generally offensive or in bad taste, as determined by Ranch Hub (collectively, “Objectionable Content”). RANCH HUB DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, Ranch Hub reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance or distribution of Objectionable Content. Ranch Hub, in its sole discretion, may delete any Objectionable Content from its servers. Ranch Hub intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
20. PROHIBITED USES
Ranch Hub imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) “stalk” or otherwise harass any person, or contact any person who has requested not to be contacted; (b) provide false, misleading or inaccurate information to Ranch Hub or any other member; (c) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (d) create more than one personal profile; (e) transfer your Ranch Hub account without first obtaining Ranch Hub’s written consent; (f) harvest or otherwise collect information about Ranch Hub users, including email addresses and phone numbers; (g) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (h) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (i) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (j) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (k) except as provided under Section 13, use the Website or Services to send unsolicited e-mail, including without limitation, email promotions or advertisements for products or services; (l) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (m) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Ranch Hub Parties in providing the Website or Services. ANY VIOLATION OF THIS SECTION MAY SUBJECT YOU TO CIVIL AND/OR CRIMINAL LIABILITY.
21. INTELLECTUAL PROPERTY
a. Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third-party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. YOUR BEAR THE SOLE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS.
b. Trademarks
RANCH HUB, RANCHHUB.COM and the Ranch Hub logos (collectively, the “Ranch Hub Marks”) are trademarks or registered trademarks of Ranch Hub, LLC. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third-parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the Ranch Hub Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the Ranch Hub Marks generated as a result of Your use of the Website and Services will inure to the benefit of Ranch Hub, LLC, and You agree to assign, and hereby do assign, all such goodwill to Ranch Hub, LLC. You shall not at any time, nor shall You assist others to, challenge Ranch Hub LLC’s right, title, or interest in or to, or the validity of, the Ranch Hub Marks.
c. Copyrighted Materials; Copyright Notice
All content and other materials available through the Website and Services, including without limitation the Ranch Hub logos, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by Ranch Hub, LLC or are the property of Ranch Hub’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2010 to the present, Ranch Hub, LLC. ALL RIGHTS RESERVED.
d. Copyright Policy
If you believe content located on or linked to by the Website violates Your copy right, you are encouraged to notify Ranch Hub in accordance with Ranch Hub’ [Copyright Policy]. Ranch Hub will respond to all such notices, including as required or appropriate by removing the offending material or disabling all links to the offending material. Ranch Hub has adopted a policy that provides for the immediate suspension and/or termination of any user who is found to have infringed on the rights of Ranch Hub or of a third-party, or otherwise violated any intellectual property laws or regulations.
22. DISCLAIMERS; LIMITATION OF LIABILITY
a. NO WARRANTIES.
RANCH HUB, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, RANCH HUB, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER RANCH HUB NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
b. YOUR RESPONSIBILITY FOR LOSS OR DAMAGE
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD RANCH HUB OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
c. LIMITATION OF LIABILITY
THE LIABILITY OF RANCH HUB AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RANCH HUB OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO RANCH HUB OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF RANCH HUB AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO RANCH HUB DURING THE SIX MONTHS PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY OR $50.00, WHICHEVER IS GREATER. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN RANCH HUB AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
d. APPLICATION
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND RANCH HUB OR BETWEEN YOU AND ANY OF RANCH HUB’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. RANCH HUB’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
23. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other Ranch Hub policies, and with any applicable laws or regulations.
24. INDEMNITY BY YOU
Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless Ranch Hub and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; (iii) Your provision to Ranch Hub or any of the Indemnified Parties of information or other data; or (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; or (v) Your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
25. GOVERNING LAW; JURISDICTION AND VENUE
The Website, Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in San Jose, California and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
a. Requirement of Arbitration. You agree that any dispute, of any nature whatsoever, between You and Ranch Hub arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration before a representative of the JAMS in San Jose, California (unless You and Ranch Hub mutually agree to a different arbitrator), who shall render an award in accordance with the substantive laws of California and JAMS’ Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the AAA fee and reasonable attorneys’ fees) to the prevailing party.
b. Remedies in Aid of Arbitration; Equitable Relief. This agreement to arbitrate will not preclude You or Ranch Hub from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or Ranch Hub from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE FEDERAL AND STATE COURTS LOCATED IN AND AROUND
26. TERMINATION
a. Termination; Survival
Either party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so in accordance with this Agreement. This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by Ranch Hub. Upon termination, all rights, licenses and obligations created by this Agreement will terminate, except that Sections 1-2, 4, 6-11, 15-25, 26(c), and 28 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed Ranch Hub.
b. Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, Ranch Hub shall delete from Ranch Hub’s systems all of Your User Content, Personal Information and any other files or information that You made available to Ranch Hub or that otherwise relate to Your use of the Website or Services. Upon the termination, You shall immediately cease all access and use of the Website and Services, and You will not create a new Ranch Hub account without Ranch Hub’s prior written approval. Subsequent to termination, Ranch Hub reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP blocking and direct contact with Your Internet Service Provider.
c. Legal Action
If Ranch Hub, in Ranch Hub’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, Ranch Hub will be entitled to recover from You as part of such legal action, and You agree to pay, Ranch Hub’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The Ranch Hub Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
27. NOTICES
All notices required or permitted to be given under this Agreement must be in writing. Ranch Hub shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Ranch Hub. You agree that any notice received from Ranch Hub electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH RANCH HUB IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY RANCH HUB OF AN EMAIL TO THAT ADDRESS. You shall give any notice to Ranch Hub by means of: (i)
28. CUSTOMER REFERENCE
You agree to be listed as a customer of Ranch Hub in marketing materials, press releases and other materials in addition you will be a customer reference for the press, analysts and potential customers.
29. GENERAL
This Agreement constitutes the entire agreement between Ranch Hub and You concerning Your use of the Website and Services. This Agreement may only be modified by a written amendment signed by an authorized executive of Ranch Hub or by the unilateral amendment of this Agreement by Ranch Hub and by the posting by Ranch Hub of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement may be assigned, in whole or in part, by Ranch Hub at any time upon notice to you. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of Ranch Hub. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and Ranch Hub are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the Ranch Hub Parties and the Indemnified Parties as and to the extent set forth in Sections 16, 20, 24, and 26(c), and Ranch Hub’ licensors and suppliers as and to the extent expressly set forth in Section 22, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by You would cause irreparable injury to Ranch Hub and Ranch Hub’ licensors and suppliers, and would therefore entitle Ranch Hub or Ranch Hub’ licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.
