Terms of Use - Asking Matters Asking Matters

Asking Matters’ Terms of Use

PLEASE READ THESE TERMS OF USE (“AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE WEBSITE AND SERVICES OFFERED BY ASKING MATTERS. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://WWW.ASKING MATTERS.COM (THE “SITE”) AND ALL SERVICES PROVIDED BY ASKING MATTERS ON THE SITE.

By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the “user” or “you”) agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Site, including without limitation users who are vendors, customers, merchants, contributors of content, information and other materials or services on the Site.

1. Membership Eligibility

Age: Asking Matters’ services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Asking Matters may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.

Individuals under the age of 18 must at all times use Asking Matters’ services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the user and is responsible for any and all activities.

Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by Asking Matters’ policies as stated in this Agreement and the Asking Matters’ policy documents listed below (if applicable to your activities on or use of the Site) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by Asking Matters, each of which is incorporated herein by reference and each of which may be updated by Asking Matters from time to time without notice to you:

In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by Asking Matters from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Asking Matters of any unauthorized use of your password or any breach of security. You also agree that Asking Matters cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Asking Matters without Asking Matters’ express written permission.

Membership Information: You must keep your membership information up-to-date and accurate at all times, including a valid email address.

Membership and User Account Transfer: You may not transfer or sell your Asking Matters membership or user account to another party. If you are registering as a business entity, you represent and warrant that you have the authority to bind the entity to this Agreement.

Right to Refuse Service: Asking Matters reserves the right, in Asking Matters’ sole discretion, to cancel membership and user accounts. Asking Matters reserves the right to refuse service to anyone, for any reason, at any time.

2. Fees and Services

Asking Matters charges fees for membership. Changes to the fees for Asking Matters’ services are effective after Asking Matters provides you with at least fourteen (14) days’ notice by posting the changes on the Site. However, Asking Matters may choose to temporarily change the fees for Asking Matters’ services for promotional events; such changes are effective when Asking Matters posts the temporary promotional event on the Site. Asking Matters may, at Asking Matters’ sole discretion, change some or all of Asking Matters’ services at any time. In the event Asking Matters introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).

You are responsible for paying all fees and applicable taxes associated with using Asking Matters.

Fees and Termination: If Asking Matters terminates your account, if you close your account, or if the payment of your Asking Matters fees cannot be completed for any reason, you remain obligated to pay Asking Matters for all unpaid fees plus any penalties, if applicable. If you have a question or wish to dispute a charge, contact sales@askingmatters.com.

Binding Sale: All sales are binding. Asking Matters is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.

3. Prohibited, Questionable and Infringing Items and Activities

You are solely responsible for your conduct and activities on Asking Matters and regarding any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, “Content”) that you submit, post, and display on the Asking Matters website.

Restricted Activities – your Content and your use of Asking Matters shall not:

Be false, inaccurate or misleading;
Be fraudulent;
Infringe upon any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy (see also, Asking Matters’ Copyright and Intellectual Property Policy);
Violate this Agreement, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Asking Matters’ staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;
Be obscene or contain child pornography;
Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
Modify, adapt or hack Asking Matters or modify another website so as to falsely imply that it is associated with Asking Matters;
Appear to create liability for Asking Matters or cause Asking Matters to lose (in whole or in part) the services of Asking Matters’ ISPs or other suppliers; and
Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, the Privacy Policy, or other policy documents as posted on Asking Matters.

6. Content

License: Asking Matters does not claim ownership rights in your Content. You grant Asking Matters a license solely to enable Asking Matters to use any information or Content you supply Asking Matters with, so that Asking Matters is not violating any rights you might have in that Content. You grant Asking Matters a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Asking Matters to store or re-format your Content on the Site and display your Content on the Site in any way as Asking Matters chooses. Asking Matters will only use personal information in accordance with Asking Matters’ Privacy Policy.

Re-Posting Content: By posting Content on Asking Matters, it is possible for an outside website or a third party to re-post that Content. You agree to hold Asking Matters harmless for any dispute concerning this use. If you choose to display your own Asking Matters-hosted image on another website, the image must provide a link back to its listing page on Asking Matters.

Idea Submissions: Asking Matters considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content) to be non-confidential and non-proprietary, and Asking Matters shall not be liable for the disclosure or use of such Content. If, at Asking Matters’ request, any member sends Content to improve the site (for example through the Forums, Blogs or to customer support), Asking Matters will also consider that Content to be non-confidential and non-proprietary and Asking Matters will not be liable for use or disclosure of the Content. Any communication by you to Asking Matters is subject to this Agreement. You hereby grant and agree to grant Asking Matters, under all of your rights in the Content, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Content for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in any product or service, without compensation or accounting to you and without further recourse by you.

7. Information Control

Asking Matters does not control all the Content provided by users that is made available on Asking Matters. You may find some Content to be offensive, harmful, inaccurate, or deceptive.

Other Resources: Asking Matters is not responsible for the availability of outside websites or resources linked to or referenced on the Site. Asking Matters 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. You agree that Asking Matters 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 on any such content, goods or services available on or through any such websites or resources.

8. Blogs and Other Gatherings

Asking Matters does not supervise or control the Blogs, user-initiated online or offline gatherings, or the interactions among and between users and other persons or companies. Users are solely responsible for interactions with others. Users understand that Asking Matters does not in any way screen its users. All users agree to exercise caution and good judgment in all interactions with others, particularly if meeting offline or in person.

9. Resolution of Disputes and Release

In the event a dispute arises between you and Asking Matters, please contact Asking Matters at help@askingmatters.com. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Essex County, New Jerssey, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and Asking Matters agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Should you have a dispute with one or more users, or an outside party, you release and indemnify and agree to hold harmless Asking Matters (and Asking Matters’ officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Asking Matters encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

Asking Matters, for the benefit of users, may try to help users resolve disputes. Asking Matters does so in Asking Matters’ sole discretion, and Asking Matters has no obligation to resolve disputes between users or between users and outside parties. To the extent that Asking Matters attempts to resolve a dispute, Asking Matters will do so in good faith based solely on Asking Matters’ policies. Asking Matters will not make judgments regarding legal issues or claims.

10. Asking Matters’ Intellectual Property

ASKING MATTERS, and other Asking Matters graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks of Asking Matters in the U.S. and/or other countries. Asking Matters’ trademarks may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

11. Access and Interference

Asking Matters may contain robot exclusion headers which contain internal rules for software usage. Much of the information on Asking Matters is updated on a real-time basis and is proprietary or is licensed to Asking Matters by Asking Matters’ users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access Asking Matters for any purpose whatsoever without Asking Matters’ prior express written permission. Additionally, you agree that you will not:

Take any action that imposes, or may impose, in Asking Matters’ sole discretion, an unreasonable or disproportionately large load on Asking Matters’ infrastructure
Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) except to the extent expressly permitted by and in compliance with Asking Matters or otherwise without the prior express written permission of Asking Matters and the appropriate third party, as applicable
Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site
Bypass Asking Matters’ robot exclusion headers or other measures Asking Matters may use to prevent or restrict access to Asking Matters

12. Breach

Without limiting any other remedies, Asking Matters may, without notice, and without refunding any fees, delay or immediately remove Content, warn Asking Matters’ community of a user’s actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user’s account privileges, terminate a user’s or member’s account, prohibit access to the Site, and take technical and legal steps to keep a user or member off the Site and refuse to provide services to a user or members if any of the following apply:

Asking Matters suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, or other policy documents and community guidelines incorporated herein; Asking Matters is unable to verify or authenticate any of your personal information or Content; or Asking Matters believes that a user is acting inconsistently with the letter or spirit of Asking Matters’ policies, has engaged in improper or fraudulent activity in connection with Asking Matters or the actions may cause in Asking Matters’ sole discretion legal liability or financial loss to Asking Matters’ users or to Asking Matters.

13. Privacy

Except as provided in Asking Matters’ Privacy Policy, Asking Matters will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. Asking Matters stores and processes Content on computers located in the United States that are protected by physical as well as technological security.

14. No Warranty

ASKING MATTERS, ASKING MATTERS’ SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND ASKING MATTERS SUPPLIERS PROVIDE ASKING MATTERS’ WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. ASKING MATTERS, ASKING MATTERS’ SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND ASKING MATTERS’ SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM ASKING MATTERS SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

15. Liability Limit

IN NO EVENT SHALL ASKING MATTERS, AND (AS APPLICABLE) ASKING MATTERS’ MEMBERS, MANAGERS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, ASKING MATTERS’S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

ASKING MATTERS’ LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF ASKING MATTERS’ MEMBERS, MANAGERS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO ASKING MATTERS IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. 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.

16. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD ASKING MATTERS AND (AS APPLICABLE) ASKING MATTERS’ MEMBERS, MANAGERS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND REPRESENTATIVES HARMLESS FROM ANY CLAIM, DEMAND, LOSS OR EXPENSE INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

17. No Guaranty

Asking Matters does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Asking Matters’ control.

18. Legal Compliance; Taxes

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any Asking Matters service and, if applicable, your purchase of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases of items you make on the Site (excluding any taxes on Asking Matters’ net income).

19. Severability

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.

20. No Agency

You and Asking Matters are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

21. Asking Matters’ Service

Asking Matters reserves the right to modify or terminate the Asking Matters’ service for any reason, without notice, at any time. Asking Matters reserves the right to alter these Terms of Use or other Site policies at any time, so please review the policies frequently. If Asking Matters makes a material change Asking Matters will notify you here, by email, by means of a notice on our home page, or other places Asking Matters deems appropriate. What constitutes a “material change” will be determined at Asking Matters’ sole discretion.

22. Choice of Law

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of New Jersey, excluding its conflicts of laws rules, and the United States of America.

23. Survival

Sections 3 (Fees and Services, Fees and Termination), 6 (Content, License), 7 (Information Control), 8 (Meetings), 9 (Resolution of Dispute and Release), 10 (Asking Matters’ Intellectual Property), 11 (Access and Interference), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (No Guaranty), 19 (Severability), 20 (No Agency), 22 (Choice of Law) shall survive any termination or expiration of this Agreement.

24. Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to Asking Matters: P.O. Box 1295, Maplewood, NJ 07040 (in the case of Asking Matters) or, in your case, to the email address you provide to Asking Matters (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Asking Matters may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Asking Matters. In such case, notice shall be deemed given three days after the date of mailing.

For issues with intellectual property, please provide the notice as specified in Asking Matters’ Copyright and Intellectual Property Policy.