August 1, 2007

Openvote™ is a website where you can poll your campus, vote, and see at a glance what the rest of your school thinks. It was created to give students more power over their own school, by making campus opinion transparent for the first time.

Openvote™ (including the Website at www.open-vote.com and all subsidiary domains) is operated by Openvote™, Inc (“the Website,” “Openvote™,” “the Company,” or “the Site”). By accessing the Website you (“User”) agree that you have read, understand, and agree to be bound by these Terms of Service (“the Terms,” “this Agreement”), whether or not you are a registered member of the Site. We reserve the right, without limitation, to change, modify, add, or delete portions of these Terms at any time without further notice. If we do this, we will post the changes to this page and will indicate the date of the most recent change. By continuing to use the Site after such a change, you accept the new Terms. If you do not agree to adhere to these and all future Terms, do not use, visit, or access this Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms and to review any such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Eligibility

Membership in the Service is void where prohibited. This Site is intended solely for Users who are sixteen (16) years of age or older, and Users of the Site under 18 who are currently in college. Any registration by, use of or access to the Site by anyone under 16, or by anyone who is under 18 and not in college, is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 16 or older and in college, or else that you are 18 or older, and that you agree to and to abide by all of the Terms and conditions of this Agreement.

Registration

In using this Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Consent to Future Communications and Solicitations

When you register for Services, you agree that we may provide you with information and other materials or advertisements regarding products, services, and other offers from time to time and we may share your information with third parties for marketing purposes, unless opted out, as described in our Privacy Policy. Such solicitations may take the form of advertisements on the Site or other means of communication including automated means. Solicitations will be made to the contact information provided to us or confirmed in the registration process. Additional information about these practices is available at our privacy policy, available at www.open-vote.com.

Privacy Policy

Openvote™ recognizes the importance of protecting your privacy, and has created a privacy policy accordingly, which can be viewed at www.open-vote.com.

Proprietary Rights

All content on the Site, including but not limited to designs, text, graphics, pictures, information, applications, software, and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of Openvote™, its Users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission. As a User of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish Site Content on any Internet, Intranet or Extranet Site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights. This license is revocable at any time without notice and with or without cause.

User Conduct

You understand that the Site is available for your personal, non-commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

Without limitation, Openvote™ reserves the right to terminate your access to and use of the Site if, in our view, your conduct fails to meet any of the following guidelines listed in these Terms.

You shall participate in our polls or surveys in a way that accurately reflects your true opinions. We encourage you to engage in passionate and sometime pointed debate, and to at the same time please be courteous and use respectful language. Like any community, Openvote™ flourishs when our users feel welcome and safe. Personal attacks are a direct violation of this Agreement and are grounds for immediate and permanent suspension of access to all or part of the Site.

In addition, you agree not to use the Service or the Site to:

• Distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services;
• Misrepresent your identity or personal characteristics, or impersonate any person.
• Hold yourself out as sponsored by, endorsed by, or affiliated with Openvote™
• Engage in any activity that constitutes harassment, including, but not limited to, using Openvote™'s communication features as a means to SPAM others, or other excessive repetition;
• Attempt to gain unauthorized access to our database or other computer systems;
• Attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Openvote™ in connection with the Site;
• Engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Site;
• Use any portion of the Website for any unlawful purpose;
• Identify any person by proper names on the Site, unless the person in question is a public figure on campus (including professors, administrators, student group leaders, candidates for any office, and figures involved in an ongoing public controversy or high-profile issue);
• Harvest or collect email addresses or other contact information of other Users from the Service or the Site;
• Use automated scripts or other software programs to collect from or enter information into the Site;
• Upload, post, transmit, share, store, type, comment, opine, poll, use language, or otherwise make available any content that we deem to be malicious, harmful, threatening, dishonest, unlawful, defamatory, infringing, abusive, harassing, vulgar, pornographic, obscene, fraudulent, invasive of privacy or publicity rights, hateful, slanderous, libelous, or that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc.;
• Register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
• Solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
• Upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• Upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• Use or attempt to use another's account, service or system without authorization from the Company, or create a false identity on the Service or the Site.
• All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of Openvote™.

User Content & User Submissions

You are solely responsible for the photos, polls, comments, opinions, messages, notes, text, information, and other content that you upload, publish or display (hereinafter, "post") on or through the Site, or transmit to or share with other Users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including without limitation User Content that in the sole judgment of the Company violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company. 

When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.

You acknowledge and agree that any questions, comments, opinions, polls, suggestions, ideas, feedback or other information entered by Users on the Site or provided by you to Company ("Submissions") are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Limits on Publication of User Content

No user or third party, including members of the media, may publish, broadcast, or otherwise publicize any user-submitted content on this site while also communicating the identity of the author author of said material. All site content is anonymous except when viewed by authorized and registered users, and such users are barred from reproducing or sharing the content they can access with any non-users, either directly or indirectly.

Copyright Complaints

Openvote™ respects copyrights and trademarks and take their violation seriously. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed upon; a description of where the material that you claim is infringing is located on the Site; your contact information including address, telephone number, and e-mail address; a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. For the purposes of these complaints, Openvote’s Copyright Agent for notice of claims of copyright infringement on the Site can be reached at feedback@open-vote.com or 223 Brook Hollow, Hanover, NH 03755.

Upon receiving proper notification as outlined above, we promptly remove or disable access to the allegedly infringing material. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Openvote™ has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, members who are deemed to be repeat violators. We may also at our sole discretion limit access to the Site and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Links and Third Party Content

This Site contains (or you may be sent through email or other means links to other web Sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, information, applications, software and other content or items belonging to or originating from third parties. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our Terms and policies no longer govern. You should review the applicable Terms and policies, including privacy and data gathering practices, of any Site to which you navigate from the Site or relating to any applications you use or install from the Site.

User Disputes

Users are solely responsible for their interaction with other Users on the Openvote™ Site. We reserve the right to monitor these interactions, but have no obligation to do so or be involved in disputes between Users.

Limited Liability

IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION. 

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Accuracy

OPENVOTE™ DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR SUITABLE FOR ANY PURPOSE. Openvote™ is not responsible for typographical errors or omissions relating to pricing, text, or other materials. Furthermore, while Openvote™ attempts to ensure your access and use of the Site is safe, we cannot and do not represent or warrant that this Site or its server(s) are free of harmful components.

Disclaimer

THE WEBSITE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED "AS IS." OPENVOTE™, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, AND THIRD PARTY PROVIDERS TO THE SITE DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE WEB SITE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF THIS SITE IS AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Site or in connection with the Service, whether posted or caused by Users of the Site, by Openvote™, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any User of the Site or Service. 

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Third Party Applications, Software or Content posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline. 

The Company reserves the right to change any and all content, software and other items used or contained in the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company.

Termination of Accounts

Openvote™ may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Site for any reason, or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 16, or under 18 and not in college.

Disputes/Arbitration

By visiting or using the Site, you agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of New Hampshire, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of New Hampshire.

Any controversy or claim arising out of or relating to this Agreement, Openvote™, or the provision of the Sites shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New Hampshire, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or Openvote™ may seek any interim or preliminary relief from a court of competent jurisdiction in New Hampshire necessary to protect the rights or property of you or Openvote™ (or its agents, suppliers, and subcontractors) pending the completion of arbitration. If there is a dispute between participants on this Site, or any third party, Openvote™ is under no obligation to become involved. In the event that you have a dispute with one or more Users, you hereby release Openvote™, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service.

Indemnification

You agree to indemnify, defend and hold harmless, Openvote™, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you. Openvote™ reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Openvote™ in asserting any available defenses.

Scope & Contact Information

These Terms of Use constitute the entire Agreement between you and Company regarding the use of the Site, superseding any prior Agreements between you and Company relating to your use of the Site or the Service. The failure of Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

If you have questions about any of the policies above or any other issues related to the Site, please contact us at feedback@open-vote.com.