- TIDAL PAGES. Tidal Pages is a directory of business profiles that allows for searching by factors that include those related to social and environmental responsibility.
Company’s role is solely to facilitate the availability of the service, which constitutes a technology platform that enables users to create profiles and learn about and connect with third parties. You understand and agree that, unless you explicitly engage further services of the Company through Tidal Pages, COMPANY IS NOT A PARTY TO ANY AGREEMENT BETWEEN YOU AND ANY OTHER PERSON(S) OR ANY OTHER USER(S) OF TIDAL PAGES. You understand and agree that no special relationship exists between you and Company that would create a duty for Company to control or protect you or any other user of Tidal Pages. This Agreement does not create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Company. Further, Company is not an agent or representative of you or of any user of Tidal Pages.
When you click “Join Today”, “Let’s Do This”, or similar links on Tidal Pages website, or by registering for or accessing your account on Tidal Pages, you agree to enter into this Agreement with Nadi, on behalf of yourself and/or a company of which you are an authorized representative.
- If you do not agree to the terms of this Agreement or do not wish to be bound by it, you must cease using Tidal Pages immediately.
- Nadi may, with reasonable advance notice to you, change the terms of this Agreement at any time. If such changes are material, Nadi will provide you a chance to review these changes prior to their taking effect. If you do not agree to any changes to this Agreement, you must close your account and cease your access to Tidal Pages immediately after such changes take effect; your continued use after such changes constitutes your explicit acceptance of such changes.
- Nadi reserves the right to change the features and functionality of Tidal Pages available to members and visitors to the Website at any time and for any reason, without notice to you.
- You may change your membership at any time through your account on Tidal Pages. If you change your membership, your new membership and applicable billing period will be based on the date Nadi receives payment of any new membership fee. If a change in your membership results in a decrease in membership fees paid, you will not receive a refund or credit of fees already paid; your membership will continue to the end of your initial billing period, and then will renew at the new membership program following such period.
- By creating an account as a member, you represent and agree that: (i) you are at least 16 years of age (Tidal Pages is not for use by anyone under the age of 16); (ii) all information provided in connection with your account is true and complete, and you will maintain the accuracy of such information; and (iii) you are not otherwise prohibited from using Tidal Pages by Nadi or any third party or governmental order.
- In addition, by creating an account on Tidal Pages, you grant to Nadi and its affiliates and licensees a worldwide, transferrable, sublicensable, and royalty free license to use, edit, copy, modify, distribute, publish, and process all information and content that you provide through Tidal Pages, whether via your account or otherwise, without further consent, notice, or compensation to you. You may terminate this license by deleting your account on Tidal Pages at any time, but this license shall remain in force so long as your account remains active.
- FEES. All prices for access to Tidal Pages’ membership programs are posed on the Company’s Website and on Tidal Pages. By signing up for a paid membership, you agree to pay Nadi the fee stated for all periods during which you are a Member. Membership fees are calculated monthly, although payments may be made in annual or monthly installments. All payments must be made via Nadi’s website payment processor to commence membership, and within 15 days of the end of the most recent period for which you were a Member for recurring payments.
- Nadi reserves the right to change membership program fees or institute new fees at any time, in each case upon reasonable notice of such change posted on the Website or communicated to you directly in writing or via email. In the event of such a change, no refund of membership program fees already paid will be given.
- By creating a paid account as a member, you agree that Nadi may store your payment and billing information in order to provide you with continued access to our services.
- Any prices stated or fees paid for membership programs exclude any applicable taxes and fees. Such prices also do not include the cost of any additional products or services that may be offered for sale through Tidal Pages or the Company’s Website. In the event that you wish to purchase such products or services, you agree that: (i) your purchase is subject to Nadi’s Terms of Service and all other related policies; (ii) you make such purchase solely for the purpose and in the manner described by Nadi at the time of your purchase; (iii) you may not sell, license, gift, or otherwise transfer to any third party product or service purchased without Nadi’s prior written consent; and (iv) unless otherwise stated, Nadi or any other party creating any product or service retains all right, title and interest in and to any copyright, invention, database right, trademark, patent, design right and any other industrial, commercial or intellectual property right existing in any jurisdiction, whether registered or not. The owner of such rights grants to you a non-exclusive, irrevocable, royalty-free non-sub licensable license to use any product or service purchased only to the extent that such use is necessary to fulfill the terms of your membership or purchase thereof as permitted by this Agreement.
- RENEWAL & CANCELLATION. Your membership begins as of the first date on which you have access to portions of Tidal Pages available only to members, and continues unless cancelled or terminated earlier as set out in this Agreement. Following the initial year of your membership, your membership automatically renews for successive one-year periods, unless you change your membership plan, cancel your membership, or your membership is cancelled as provided herein.
- You may cancel your membership at any time; however, no refund of any membership fees paid will be given.
- Nadi may cancel your membership at any time for any reason, and upon termination shall refund you for any fees paid for periods after the date of termination.
- The rights, duties and obligations of you and of Nadi that by their nature continue and survive will survive any expiration or termination.
- USER CONTENT. You grant Company a license to use the materials you post to Tidal Pages. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to Tidal Pages, you are granting Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the business of Company, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Company may publish or otherwise disclose your name in connection with your User Content. By posting User Content on Tidal Pages, you covenant, warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content; that all User Content is truthful and accurate; and that you will maintain he accuracy of all User Content.
- COMPLIANCE WITH LAWS AND REGULATIONS. You have the sole and ultimate responsibility for compliance with all laws, regulations, policies and other obligations regarding your use of Tidal Pages.
If you create any User Content in connection with your use of Tidal Pages, you covenant, represent and warrant that:
You will comply with all federal, state and local laws, rules, regulations, and standards pertaining to that User Content and any goods and/or services advertised through that User Content, including, but not limited to, zoning laws, health laws, tax laws, license laws and any other applicable laws;
You will not upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights;
You will abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any User Content you provide or transmit;
You will not upload, download, display, perform, transmit, or otherwise distribute any User Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; or (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; and
You bear all risks to persons and property arising from your (or your employees’ or service providers’) contact therewith, and you waive, and agree to indemnify Company for, any and all claims relating thereto against Company.
Further, you shall not:
● Access or try to access non-public areas of Tidal Pages or the technical delivery systems employed by Nadi for Tidal Pages or its website;
● Use any robot, spider, site search/retrieval application(s), or other automated/manual device, process, or means to scrape any portion of Tidal Pages or any content from Nadi;
● Reverse engineer any aspect of Tidal Pages or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content, or code of Tidal Pages;
● Gather and use user information for any purpose outside of this Agreement, including but not limited to, spam, chain letters, pyramid schemes, or any other form of unwanted solicitation;
● Transmit any worms or viruses or any code of a destructive nature;
● Remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within Tidal Pages, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material;
● Transport, export or re-export (directly or indirectly) into any country forbidden to receive information by any U.S. or other export laws or accompanying regulations or otherwise violate such laws or regulations, that may be amended from time to time;
● Use Tidal Pages for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity or any other activity that violates this Agreement or any laws in your jurisdiction;
● Add sensitive data to your account that is subject to U.S. federal regulations which includes, without limitation, medical records, health-related records, human resources-related data, student records.
If you request or accept goods or services in connection with your use of Tidal Pages, you understand and agree that Company is not obligated in any way independently verify the credentials or representations of any of the users of Tidal Pages or their compliance with applicable laws. Company expressly disclaims any such representations and warranties, express or implied, in this regard, and assumes no responsibility for the compliance with any applicable laws, rules and regulations of any user of Tidal Pages, or the failure to comply with the aforesaid covenants by any user of Tidal Pages.
Company reserves the right to terminate your use of Tidal Pages for any reason, including but not limited to reasons related to breach of any of the above requirements.
- CONFIDENTIALITY. Your membership is conditional on your respect for the privacy of other users of Tidal Pages and the proprietary nature of any of Nadi’s non-public, proprietary, or confidential information disclosed under this Agreement or in connection with your use of Tidal Pages. Accordingly, unless required by law or otherwise stated, you may not disclose or use any proprietary or confidential information of Nadi or of any other third party accessing Tidal Pages (including, but not limited to, any recorded materials furnished by Nadi for your use; business plans, member or client lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind; and or information belonging to any other members or visitors about which you gained knowledge as a result of this Agreement or your access to Tidal Pages), and you must: (i) use such information solely in connection with your status as a member or visitors of Tidal Pages; (ii) protect such information from disclosure using at least a reasonable degree of care; (iii) not disclose such information to any non-member, non-free user third party, or (iv) modify, reverse engineer, decompile, create other works from, or disassemble any such information, to the extent applicable.
- WARRANTY DISCLAIMER. ALL CONTENTS OF TIDAL PAGES AND SERVICE PROVIDED THEREON ARE OFFERED “AS-IS”. NADI HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT) IN CONNECTION WITH ITS PROVISION OF ANY FUNCTION, FEATURE, OR CONTENT OF TIDAL PAGES.
- LIMITED LIABILITY. IN NO EVENT WILL COMPANY HAVE ANY LIABILITY TO YOU FOR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST REVENUE, LOST DATA, COST OF COVER, OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. COMPANY’S MAXIMUM LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE AGGREGATE OF FEES PAID AND PAYABLE HEREUNDER. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.
FURTHER, YOU RELEASE COMPANY FROM ALL LIABILITY TO YOU AND YOUR PRINCIPALS, EMPLOYEES, AGENTS, REPRESENTATIVES, GUARDIANS, SUCCESSORS, ASSIGNS, HEIRS, CHILDREN, AND NEXT OF KIN FOR ALL LIABILITY, CLAIMS, DAMAGE, OR DEMANDS FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, ARISING FROM OR RELATED TO YOUR USE OF TIDAL PAGES. THIS RELEASE INCLUDES, WITHOUT LIMITATION, ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE CAUSED BY THE ACTIVE OR PASSIVE NEGLIGENCE OF COMPANY OR ANY OF COMPANY’S PRINCIPALS, EMPLOYEES, AGENTS, REPRESENTATIVES, OR INDEPENDENT CONTRACTORS. YOU BEAR SOLE RESPONSIBILITY FOR ANY LOSS.
IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ACTS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING THE ACTIVE OR PASSIVE NEGLIGENCE OF THAT PARTY, OR THAT PARTY’S VIOLATION OF A STATUTE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
- MEDIA RELEASE. By entering into this Agreement, you grant Nadi the right to use your name, image, likeness and voice in still photos, slides, video, voice recorded productions, radio coverage, television coverage and/or any other media, existing now and in the future, for the purpose of promoting, advertising, and marketing Nadi and its programs, including but not limited to Tidal Pages’ membership program. You further agree to waive all claims against Nadi for such use, including with respect to compensation for such use.
- INDEMNIFICATION. Upon a request by Nadi, you agree to defend, indemnify, and hold Nadi and its affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of the membership program. Nadi reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Nadi in asserting any available defenses.
- DISPUTE RESOLUTION. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to make a good faith effort to settle the dispute through mediation. Any settlement through mediation shall be binding upon the parties. Upon failure to resolve the dispute through mediation, the remaining dispute shall be settled by binding arbitration administered by an arbitrator through a reputable arbitration association such as the American Arbitration Association. All disputes shall be mediated and arbitrated in a location selected by Nadi in its sole discretion, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. In making this award, the arbiter may award reasonable attorneys’ fees to the prevailing party to the arbitration.
- GENERAL. The laws of the State of California will govern all matters arising out of this Agreement. Neither party shall be responsible or liable for performance delays or an inability to perform any of its obligations under this Agreement (with the exception of any obligation to pay money) to the extent that such delays or inability result from any cause or causes beyond the reasonable control of the party whose performance is affected. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings and other communications, whether oral or in writing, with respect to such subject matter. Nadi retains the right to perform the same or similar type of membership program for third parties during the term of this Agreement.