Last Updated Date: 9/15/14
BDNA PROVIDES INFORMATION, TOOLS, PRODUCTS AND SERVICES AND (“SERVICES”) AND CONTENT THROUGH OUR WEBSITE, ACCESSIBLE AT http://bdna.com (THE “SITE”). “CONTENT” MEANS TEXT, GRAPHICS, IMAGES, MUSIC, SOFTWARE, AUDIO, VIDEO, INFORMATION OR OTHER MATERIALS THAT (1) BDNA MAKES AVAILABLE THROUGH THE SITE OR SERVICES, INCLUDING ANY SUCH CONTENT LICENSED FROM A THIRD PARTY; AND (2) ANY SUCH CONTENT THAT A USER OF THE SITE OR SERVICES POSTS, UPLOADS, PUBLISHES, SUBMITS OR TRANSMITS TO BE MADE AVAILABLE THROUGH THE SITE OR SERVICES. MEANS BY ACCESSING OR ATTEMPTING TO INTERACT WITH ANY PART OF THE SERVICES OR THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE SITE OR THE SERVICES. C
No implication is made that the materials published on BDNA’s website(s) are appropriate for use outside of the United States. You are responsible for compliance with local laws should you choose to use the Site or the Services from outside of the United States.
The Site, Services and Content are intended solely for persons who are 18 or older. Any access to or use of the Site, Services or Content by anyone under 18 is expressly prohibited. By accessing or use the Site, Services or Content you represent and warrant that you are 18 or older.
ACCESS TO THIS SITE
To access the Site, Services, Content or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site or Services that all the information you provide will be correct, current, and complete and that you update such information to keep it accurate, current and complete. If BDNA believes the information you provide is not correct, current, or complete, BDNA has the right to refuse you access to this Site, the Services or any of its resources, and to terminate or suspend your access at any time.
RESTRICTIONS ON USE
You may use this Site, Services or Content for purposes expressly permitted by this Site. As a condition of your use of this Site, Services or Content you warrant to BDNA that you will not use the Site, Services or Content for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You agree not to do any of the following:
- Post, upload, publish, submit or transmit any text, graphics, images, music, software, audio, video, information or other materials that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the Site, or any individual element within the Site or Services or BDNA’s name, any BDNA trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without BDNA’s express written consent;
- Access, tamper with, or use non-public areas of the Site, BDNA’s computer systems, or the technical delivery systems of BDNA’s providers;
- Attempt to probe, scan, or test the vulnerability of any BDNA system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by BDNA or any of BDNA’s providers or any other third party (including another user) to protect the Site, Services or Content;
- Attempt to access or search the Site, Services, or Content or download Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by BDNA or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a BDNA trademark, logo URL or product name without BDNA’s express written consent;
- Use the Site, Services, or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, or Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site or Services;
- Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
BDNA will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. BDNA may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that BDNA has no obligation to monitor your access to or use of the Site, Services, or Content or to review or edit any Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. BDNA reserves the right, at any time and without prior notice, to remove or disable access to any Content that BDNA, at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site or Services.
PERSONAL AND NON-COMMERCIAL USE LIMITATION
The Site, Services and Content are for your personal and non-commercial use, unless otherwise specified. You may not use this Site, Services or Content for any other purpose, including any commercial purpose, without BDNA’s express prior written consent. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, content, software, products or services obtained from or otherwise connected to BDNA’s Site, Services or Content, unless expressly permitted by these terms.
The Site, Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Services, and Content, including all associated intellectual property rights, are the exclusive property of BDNA and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or Content.
LINKS TO THIRD-PARTY WEBSITES
This Site may link to other sites which are not maintained by, or related to, BDNA. Links to such sites are provided as a service to users and are not sponsored by or affiliated with this Site or BDNA. BDNA has not reviewed any or all of such sites and is not responsible for the content of those sites. Links are to be accessed at the user’s own risk, and BDNA makes no representations or warranties about the content, completeness or accuracy of the sites linked to or from this site. BDNA provides links as a convenience, and the inclusion of any link to a third-party site does not imply endorsement by BDNA of that site or any association with its operators.
USE OF COMMUNICATION SERVICES
BDNA’s websites may contain comment boxes, forums, bulletin board services, chat areas, message boards, news groups, communities, and/or other message or communication facilities designed to allow you to communicate with the Internet community or with a group (collectively, “Communications Services”). You agree to use the Communication Services only to post, send and receive messages and content that are proper and related to the particular Communication Service. Users agree to adhere to this Terms agreement when using BDNA’s Communication Services.
When using the Communication Services, you agree that you will not post, send, submit, publish, or transmit in connection with this Site or Services any material that:
- You do not have the right to post, including proprietary material of any third party, such as files containing software or other material protected by intellectual property laws (or by rights of privacy or publicity);
- Advocates illegal activity or discusses an intent to commit an illegal act;
- Is vulgar, obscene, pornographic, or indecent;
- Does not pertain directly to this Site;
- Threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
- Harvests or otherwise collects information about others, including e-mail addresses, without their consent;
- Violates any law or may be considered to violate any law;
- Impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
- Falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissibly uploaded;
- Advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site;
- Solicits funds, advertisers or sponsors;
- Includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
- Disobeys any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of this site or any networks connected to this site; or
- Contains hyper-links to other sites that contain content that falls within the descriptions set forth above.
BDNA reserves the right to monitor use of this Site to determine compliance with these Terms, as well as the right to remove or refuse any information for any reason. BDNA reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. BDNA also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion. Materials uploaded to a Communication Service may be subject to posted limits on use, reproduction and/or dissemination and you are responsible for abiding by such limitations with respect to your submissions, including any downloaded materials.
Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither BDNA nor any third party that provides Content to BDNA will assume or have any liability for any action or inaction by BDNA or such third party with respect to any submission. BDNA cautions you against giving out any personally identifying information about yourself in any Communication Service. BDNA does not control or endorse the content, messages or information found in any Communication Service and, consequently, BDNA specifically disclaims any liability with respect to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized BDNA spokespersons, and their views do not necessarily reflect those of BDNA.
Unless you and BDNA enter into a separate written contract for use of any Content submitted by you that states otherwise, you hereby grant to BDNA the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to BDNA through this site (together, the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. BDNA will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future BDNA operations.
THE SITE, SERVICES, AND CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, BDNA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BDNA MAKES NO WARRANTY THAT THE SITE, SERVICES, OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BDNA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR CONTENT PURCHASED OR OBTAINED THROUGH THE SITE OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BDNA OR THROUGH THE SITE, SERVICES, OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES. YOU UNDERSTAND THAT BNDA DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SITE OR SERVICES, NOR DOES BDNA MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SIT OR SERVICES. BDNA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES.
You agree to defend, indemnify, and hold BDNA, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services, or Content, or your violation of these Terms.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES, AND CONTENT REMAINS WITH YOU. NEITHER BDNA NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES, OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BDNA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL BDNA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO BDNA FOR USE OF THE SITE, SERVICES, OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BDNA AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
TERMINATION OR RESTRICTION OF ACCESS
BDNA reserves the right, in its sole discretion, to terminate your access to any or all of BDNA’s websites and the related services or any portion thereof at any time, without notice.
Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any). BDNA will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that BDNA considers insecure, BDNA will be entitled to require the password to be changed and/or terminate your account.
You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, BDNA reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. BDNA reserves the right to investigate suspected violations of these Terms.
BDNA reserves the right to fully cooperate with any law enforcement authorities or court order requesting or direction BDNA to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS BDNA FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY BDNA DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER BDNA OR LAW ENFORCEMENT AUTHORITIES.
PROPRIETARY RIGHTS NOTICES
All trademarks, service marks, logos, trade names and any other proprietary designations of BDNA used herein are trademarks or registered trademarks of BDNA. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
You and BDNA agree to arbitrate all disputes between you and BDNA or its affiliates, except disputes relating to the enforcement of BDNA or its affiliates’ intellectual property rights. “Dispute” includes any dispute, action or other controversy between you and us concerning the Disney Services or these terms, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis.
YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. If you and BDNA do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act.
Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. For more information, visit www.adr.org or, in the United States, call 800-778-7879. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor BDNA will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.
In the event of a dispute, you or BDNA must give the other a Notice of Dispute, which is a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute by U.S. Mail to: BDNA Corporation, ATTN: ARBITRATION, 339 N. Bernardo Ave, #206, Mountain View, CA 94043. The AAA provides a Demand for Arbitration form [PDF] on its website. (There is a separate form for California residents [PDF], also available on the AAA’s website.) BDNA will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your e-mail address. You and BDNA will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or BDNA may commence arbitration.
You may also litigate any dispute in small claims court in your county of residence or Santa Clara County, California, if the dispute meets all requirements to be heard in the small claims court. You may litigate in small claims court whether or not you negotiated informally first.
For any non-frivolous claim that does not exceed $75,000, BDNA will pay all costs of the arbitration. Moreover, in arbitration you are entitled to recover attorneys’ fees from BDNA to at least the same extent as you would be in court. If the arbitrator issues you an award that is greater than the value of our last written settlement offer made before an arbitrator was selected (or if we did not make a settlement offer before an arbitrator was selected), then we will pay you the amount of the award or US $1,000, whichever is greater, and pay your attorney, if any, the amount of attorneys’ fees, and reimburse any expenses (including expert witness fees and costs) that you or your attorney reasonably accrue for investigating, preparing and pursuing your claim in arbitration. We waive any right to seek an award of attorneys’ fees and expenses in connection with any non-frivolous arbitration between you and us.
If you are a resident of the United States, arbitration will take place at any reasonable location convenient for you. For residents outside the United States, arbitration shall be initiated in the county of Santa Clara, California, United States of America, and you and Disney Interactive agree to submit to the personal jurisdiction of the federal or state courts located there, in order to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
Notwithstanding any provision in this Agreement to the contrary, we agree that if BDNA makes any future change to this arbitration provision (other than a change to the Notice Address) during the period of time that you are receiving Services, you may reject any such change by sending us written notice within 30 days of the change to the Arbitration Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision.
CHOICE OF LAW
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
CHOICE OF FORUM
You agree that any action at law or in equity arising out of or relating to these Terms, the Site, Services, Application or Content that are not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in Santa Clara County, California, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
These Terms constitute the entire and exclusive understanding and agreement between BDNA and you regarding the Site, Services, Application and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between BDNA and you regarding the Site, Services, Application and Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without BDNA’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. BDNA may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by BDNA via email (in each case to the address that you provide); r (ii) by posting to the Site; or (iii) via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
The failure of BDNA to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BDNA. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
If you have any questions about these Terms, please contact BDNA at:
339 N. Bernardo Ave
Mountain View, CA 94043