Got any good lawyer jokes? Here’s ours…
It was so cold last winter that I saw a lawyer with his hands in his own pockets.
Now, on to the yakkity yak legal stuff…
Grade A TV is the trademark of Grade A Communications. All rights reserved. All content relating to Grade A TV is Copyrighted 2010-12, Grade A Communications. All other content is owned by the respective owners of said trademarks and copyrights.
This agreement covers three areas:
General Terms and Conditions (Applies to Users and Content Providers)
User Agreement (Applies to Users and Content Providers)
Content Provider Agreement (Additional conditions applying to Content Providers)
General Terms and Conditions
This User Agreement (“Agreement”) is a contract between you (the “User”) and Grade A TV, a division of Grade A Communications, LLC. and applies to your use of Grade A TV’s services. Certain conditions apply involving companies, organizations or individuals who will be identified as “Content Providers” in this Agreement.
You must read, agree with and accept all of the terms and conditions contained in this agreement. Otherwise, immediately leave this website and do not use it.
We may amend this agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. This is an important document which you must consider carefully when choosing whether to use the services at any time.
This agreement also highlights certain risks related to using the services. By using this website, you acknowledge and agree to the following risks of using the Grade A TV service.
User Agreement (Applies to Users and Content Providers)
1.0 Our Relationship With You.
1.1 Grade A TV is only a Service Provider. Grade A TV provides online services to allow you to view educational information online from a variety of companies and organizations. Grade A TV is an independent contractor for all purposes.
1.3 Privacy of Others. If you receive Information about another Grade A TV User through the service, you must keep the Information confidential and only use it in connection with the service. You may not disclose or distribute a Grade A TV User’s information to a third party or use the Information for marketing purposes unless you receive the User’s express consent to do so.
1.4 Assignment. You may not transfer or assign any rights or obligations you have under this agreement without Grade A TV’s prior written consent. Grade A TV reserves the right to transfer or assign this Agreement or any right or obligation under this agreement at any time.
1.5 Notices to You. You agree that Grade A TV may provide notice to you by posting it on our website. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website.
1.6 Notices to Grade A TV. Except as otherwise stated in other sections, written notice to Grade A TV must be sent by postal mail to: Grade A TV, Inc., 2310 Byron Place, Carlsbad, CA 92008.
2.0 Restricted Activities
2.1 Restricted Activities. In connection with your use of our website, your account, or the services, or in the course of your interactions with Grade A TV, a User, Content Provider or a third party you designate, will not:
a. Breach this agreement, the Code of Conduct Policy or any other agreement that you have entered into with Grade A TV;
b. Violate any law, statute, ordinance, or regulation (for example, those governing financial services, falsifying your name, tax liabilities or revealing private information of others that you may possess as it relates to Grade A TV);
c. Infringe Grade A TV’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
d. Use Grade A TV to promote counterfeit goods or services.
e. Act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
f. Provide false, inaccurate or misleading Information;
g. Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
h. Use an anonymizing proxy;
i. Control an account that is linked to another account that has engaged in any of these restricted activities.
j. Conduct your business or use the services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to Grade A TV, a User, or Content Provider;
k. Disclose or distribute another Users Information to a third party, or use the Information for marketing purposes unless you receive the Users express consent to do so;
l. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
m. Facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
n. Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
o. Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;
p. Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers.
3.0 Issues with Grade A TV
3.1 Contact Grade A TV First. If a dispute arises between you and Grade A TV, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and Grade A TV regarding our services may be reported to Customer Service online, or by calling (760) 448-5198.
3.2 Arbitration. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
3.3 Law and Forum for Disputes. Except as otherwise agreed by the parties, you agree that any claim or dispute you may have against Grade A TV must be resolved by a court located in San Diego County, California. You agree to submit to the personal jurisdiction of the courts located within San Diego County, California, for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of the State of California, without regard to conflict of law provisions.
3.4 Improperly Filed Litigation. All claims you bring against Grade A TV must be resolved in accordance with this section of this Agreement. All claims filed or brought contrary to this section shall be considered improperly filed a breach of this Agreement. Should you file a claim contrary to this section, Grade A TV may recover attorneys fees and costs (including in-house attorneys and paralegals) up to $100,000.00 USD, provided that Grade A TV has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
3.5 No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
4.6 Limitations of Liability. IN NO EVENT SHALL WE, OUR PARENT, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES, not to exceed $100.
3.6 No Warranty. GRADE A TV, OUR PARENT, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SERVICES AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. GRADE A TV, OUR PARENT, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Grade A TV does not have any control over the products or services that are paid for with our Service and Grade A TV cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction or is authorized to do so. Grade A TV does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. Grade A TV will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Grade A TV makes no representations or warranties regarding the amount of time needed to complete processing because our Service is dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.
3.7 License Grant. Grade A TV and its licensors grant you a limited nonexclusive license to use Grade A TV’s software in accordance with the documentation, including all updates, upgrades, new versions and replacement software, as described herein for your personal use only. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation and use requirements contained in all Grade A TV documentation accompanying the Services. If you do not comply with Grade A TV’s implementation and use requirements you will be liable for all resulting damages suffered by you, Grade A TV and third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the software. You acknowledge that all rights, title and interest to Grade A TV’s software are owned by Grade A TV.
3.8 Indemnification. You agree to defend, indemnify and hold Grade A TV, its parent, officers, directors and employees harmless from any claim or demand (including attorneys fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Services.
4.0 Content Providers Liability
4.1 You are responsible for all reversals, charge backs, claims, fees, fines, penalties and other liability incurred by Grade A TV, a Grade A TV User, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the services. You agree to reimburse Grade A TV, a User, or a third party for any and all such liability.
4.2 Actions by Grade A TV. If we have reason to believe that you have engaged in any restricted activities, we may take various actions to protect Grade A TV, User, a third party, or you from reversals, charge backs, claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
a. We may close, suspend, or limit your access to your account or the services;
b. We may contact Users who have participated in activities sponsored by you and warn Users, law enforcement, or impacted third parties of your actions;
c. We may update inaccurate Information you provided us;
d. We may refuse to provide our services to you in the future;
e. We may hold your funds for up to 180 Days if reasonably needed to protect against the risk of liability; and
f. We may take legal action against you.
Grade A TV, in its sole discretion, reserves the right to terminate this agreement, access to its website, or access to the Service for any reason and at any time upon notice to you and payment to you of any unrestricted funds held in custody for you.
4.3 Account Closure, Termination of Service, or Limited Account Access. If we close your account or terminate your use of our services for any reason, we will provide you with notice of our actions. If we limit access to your account, we will provide you with notice of our actions and the opportunity to request restoration of access if appropriate.
4.4 Payment Hold. Grade A TV, in its sole discretion, may place a hold on payments we receive by you when Grade A TV believes, in its sole discretion, there may be a high level of risk associated with the transaction. If Grade A TV places a hold on your payment, it will show as “pending” in your Grade A TV account.
4.5 Acceptable Use Policy Violation – User Fines. If you violate any Grade A TV provision in this agreement then we may hold your funds up to 180 Days, fine you up to $2,500.00 USD for each such violation and take legal action against you to recover additional losses we incur. You acknowledge and agree that a fine up to $2,500.00 USD is presently a reasonable minimum estimate of Grade A TV’s damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to Grade A TV that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult. Grade A TV may deduct such fines directly from any existing balance in the offending account, or any other Grade A TV account you control.
5.0 Trademark and Copyright
“Grade A TV.com”, “Grade A TV”, â€œGrade A Communications, LLCâ€ and all related logos, products and services described in our website are either trademarks or registered trademarks of Grade A TV or its licensors. You may not copy, imitate or use them without Grade A TV’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Grade A TV. You may not copy, imitate, or use them without our prior written consent.
6.0 Proprietary Platform and Rights
You acknowledge and agree that our Platform contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You also acknowledge and agree that content contained in presented to you through our Platform by other users is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as consented to by Grade A TV or users of Grade A TV, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on our Platform, in whole or in part.