Growth Systems, LLC User Agreement
Last Updated: August 12, 2011
This User Agreement (or “Agreement”) is a legal agreement between you and Growth Systems, LLC (“TheSeaApp.com” “SearchEngineWebApp.com” “Application” or “us”) governing your participation on TheSeaApp.com site, Application, and its sister sites (including GrowthSystemsInc.com, SearchEngineWebApp.com, and all co-branded versions of these sites), which are referred to collectively as the “SEA Network.” By using, accessing or registering as an associate of the SEA Network, you agree to be bound by and hereby become a party to all the terms of this Agreement. If you do not agree with the terms and conditions in this Agreement, you may not use the SEA Network.
We can amend this Agreement either by emailing you about the amended terms, which take effect when we send you the email, or by posting the amended terms on the SEA Network, which take effect when we post them. By continuing to access or use the SEA Network after any such amendment, you agree to be bound by the terms of the amended Agreement. Otherwise, this Agreement may be amended only by a writing physically signed by us.
Growth Systems, LLC provides a number of different services to assist you in comparison shopping for products. The Sea App provides information regarding products and third-party merchants, and links to third-party merchants that are selling listed products. The products listed on the SEA Network are sold by third-party merchants, not by Growth Systems, LLC
You acknowledge that Growth Systems, LLC does not sell, resell or license any products listed on the SEA Network, nor is Growth Systems, LLC acting as an agent of sale. We are merely making it easier for you to buy from merchants who choose to offer goods using the SEA Network. You acknowledge that Growth Systems, LLC disclaims any responsibility for or liability related to such products (see Disclaimer of Warranties below). You agree to direct any question, complaint or claim about merchants (for example, about their products, customer service for their products or delivery) to the appropriate merchant or seller.
Growth Systems, LLC does not warrant that product descriptions, pricing, editorial commentary or any other content on the SEA Network, regardless of its source, is accurate, complete, reliable or current. SEA Network content is provided for informational purposes only and does not constitute an endorsement by Growth Systems, LLC of any product, service or merchant. You should not rely on such information in situations where its inaccuracy would cause you to suffer any loss (see Disclaimer of Warranties and Liability Limits below). Growth Systems, LLC assumes no liability for inaccuracy or incompleteness in its search results, editorial content, user ratings (e.g., user merchant rating or user product rating) or other content on the SEA Network.
Consumer reviews and ratings on the SEA Network are from our members who have elected to post a review on the SEA Network. As such, these reviews and ratings are informative for those wishing to use them, but they do not guarantee any level of performance by a merchant or other third party in any given transaction.
Participating merchants and other third parties may pay Growth Systems, LLC to be presented on the SEA Network or to have their product or service offerings placed higher in our search results and may also purchase research from Growth Systems, LLC, but in no event do such payments affect the reviews or ratings given to any merchant by participating members.
You may download, view and print a single copy of any content, solely for your personal and non-commercial purposes, subject to the restrictions set forth in this Agreement. All right, title and interest in and to the SEA Network and any content appearing on the SEA Network will remain the exclusive property of Growth Systems, LLC and its licensors. Except as expressly permitted in this Agreement, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit or otherwise use the SEA Network or any other content appearing on the SEA Network. You may not copy or modify the HTML code used to generate web pages on the SEA Network. You may not use the SEA Network, or any other content appearing on the SEA Network, on or in connection with any other website for any purpose.
By contributing or submitting any content to the SEA Network, you warrant that you are the author and owner of the intellectual property rights thereto, and you grant Growth Systems, LLC a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, sell and distribute, or incorporate such materials into any form, medium or technology, without compensation to you. In addition, you warrant that all “moral rights” that you may have in those materials have been voluntarily waived by you. None of the materials shall be subject to any obligation of confidence on the part of Growth Systems, LLC, its agents, subsidiaries, associates, co-brand partners or other partners and their respective directors, officers and employees. Growth Systems, LLC reserves the right to change or delete any content on the SEA Network that Growth Systems, LLC deems, in its sole discretion, to violate the content guidelines or any other provision of this Agreement.
You agree that you shall not post any information:
That is known by you to be false, inaccurate or misleading;
That infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
That violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
That is or may reasonably be considered to be defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;
For which you were compensated or granted any consideration by any third party;
That includes any information that references other websites, except as permitted for Guides only, addresses, email addresses, contact information or phone numbers;
Or that contains any computer viruses, worms or other potentially damaging computer programs or files.
In addition, you agree to comply with SEA’s Site Rules, which are deemed to be incorporated into this Agreement.
You retain all ownership rights to information, text, graphics or other materials you publish on the SEA Network. However, we can reproduce, publish and distribute all or teaser portions of your content online and offline and permit others to do the same. You can edit or remove your content from the SEA Network at any time; but if we have distributed your content to others, we may be unable to require them to make the same changes. We ask that you refer or provide links to the SEA Network if you choose to republish your content elsewhere and that you do not publish the same items of content on both the SEA Network and other product or price comparison sites.
All content available on the SEA Network, including site design, text, graphics, interfaces and the selection of arrangements thereof is copyrighted by Growth Systems, LLC, with all rights reserved, or is the property of Growth Systems, LLC or third parties protected by intellectual property rights.
SearchEngineWebApp.com, TheSeaApp.com, and Growth SystemsInc.com are service marks of Growth Systems, LLC Growth Systems, LLC service marks/trademarks may not be used in connection with any product or service that is not provided by Growth Systems, LLC, in any matter that is likely to cause confusion among customers, or in any manner that disparages or discredits Growth Systems, LLC
If you believe content on the SEA Network infringes your copyright, you should send notice of copyright infringement to Growth Systems, LLC Copyright Agent. Your notice must meet the requirements of the Digital Millennium Copyright Act (as required under 17 U.S.C. 512) by providing the following information:
An identification of the copyrighted work claimed to have been infringed
An identification of the material that you claim is infringing so that we may locate it on the site
Your address, telephone number and email 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
A statement by you that the above information in your notice is accurate, made under penalty of perjury, and that you are authorized to act on behalf of the owner of the copyright interest involved
The notice should be mailed to:
Growth Systems, LLC
Attn: Copyright Agent
307 Crystal Brook Ct.
Saint Louis, MO 63367 U.S.A.
Or via email to Support@TheSeaApp.com.
Upon receipt of notice as described above, Growth Systems, LLC will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the SEA Network.
Growth Systems, LLC is not in a position to arbitrate trademark disputes between the advertisers on the SEA Network and trademark owners. Accordingly, we encourage trademark owners to resolve their disputes directly with the advertisers, particularly because the advertisers may have similar advertisements on other sites. Similarly, Growth Systems, LLC does not control and assumes no responsibility for content that appears on a third party’s website that may be accessed via the SEA Network, and trademark owners should contact third-party sites directly to resolve trademark disputes.
As a courtesy to federally registered trademark owners, however, we are willing to perform a limited investigation of reasonable complaints.
If you are an owner of a registered trademark (or represent an owner of a registered trademark) and have an objection to content corresponding to your trademark on the SEA Network that is consistent with the foregoing, or if you believe that we have improperly used your registered trademark to promote the SEA Network on a third-party website, please provide the following information in a signed letter on company stationery:
Name of Company
Contact information (including email address)
List of registered trademark(s) at issue including a copy of each relevant federal trademark registration certificate(s)
The identity of the advertisement(s) at issue (via the URL stated on the bottom line of the ad or other identifying information). Please indicate if your complaint is limited to specific advertisers/advertisements or if it is a general objection to all advertisers.
If certain associates or partners are permitted to use your trademark in their ad content, please list the company names in your letter.
Include the following statement: “I have a good faith belief that use of the trademarks described above with the advertisements described above are not authorized by the trademark owner or its agent, nor is such use otherwise permissible under law.”
Include the following statement: “I represent that the information in this notification is true and correct and that I am authorized to act on behalf of the trademark owner.”
Please send this written communication with the above information to the following address:
Growth Systems, Inc.
Attn: Trademark Complaints
307 Crystal Brook Ct.
Saint Louis, MO 63367 U.S.A.
Or via email to Support@TheSeaApp.com.
Upon receipt of notice as described above, Growth Systems, LLC will confirm the existence of the federal registration of the trademark in question and will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the SEA Network. In the event that the challenged content has been provided to Growth Systems, LLC by a third party and in Growth Systems, LLC sole discretion, we conclude that the content is identical to the registered mark and is used in connection with goods and/or services covered by the trademark owner’s federal registration, Growth Systems, LLC will provide a notice to the third party prior to any removal of content. If prior to such removal, the third party demonstrates that it has its own trademark registration or approved trademark application covering the challenged content, Growth Systems, LLC will not remove the content.
Notwithstanding the foregoing, Growth Systems, LLC will comply as appropriate with the terms of any court order relating to the behavior of the challenged party identified in such court order.
You agree to comply with all laws and regulations applicable to your access and use of the SEA Network and publishing your content. You may not harvest personal data (including email addresses) from the SEA Network, and specifically you may not use email addresses displayed on our sites to ask users to join or contribute to your services. We have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate the terms of this Agreement. You acknowledge that Growth Systems, LLC has no obligation to monitor your access to or use of the SEA Network, but has the right to do so for the purpose of operating the SEA Network, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Unless we explicitly agree otherwise in writing, you may not use any automated means (such as scripts) to access the SEA Network or collect information from it.
By choosing to use the SEA Network, you agree to indemnify Growth Systems, LLC , its officers, agents, partners and employees from any and all claims or damage, including reasonable attorney’s fees, made by third parties due to or arising out of 1) Content you choose to submit, post or transmit through the SEA Network; 2) your use of or connection to the SEA Network; 3) your violation of the User Agreement; or 4) your violation of any rights of another.
Because we are a venue, in the event that you have a dispute with one or more users (including merchants) of the SEA Network, you, on behalf of yourself (and any of your officers, directors, employees, agents, predecessors, successors and assigns), hereby irrevocably release and discharge Growth Systems, LLC , our officers, directors, employees, attorneys, predecessors, successors, assigns and agents from, against and in respect of all past, present and future claims, rights, actions, causes of action, suits, indemnification obligations, losses, liabilities, matters, issues, cost and expenses, of any kind or nature whatsoever, including without limitation court costs and attorneys’ fees, whether known or unknown, concealed or hidden, fixed or contingent, suspected or unsuspected, in law or in equity, concerning, related to or arising out of any such disputes.
Growth Systems, LLC and its suppliers shall not be liable to you for any lost profits or special, incidental or consequential damages arising in any way (including negligence) out of or in connection with Growth Systems, LLC and its parent, subsidiary or affiliate companies, our services or this Agreement. Other than for associate commissions, we and our suppliers shall not be liable to you for more than $100.
Certain state laws do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
This Agreement is governed by Missouri law as such laws apply to Agreements entered into and to be performed entirely within Missouri between Missouri residents and without regard to conflict of laws. Any claim arising out of or relating to this Agreement or the SEA Network shall be settled by binding arbitration in Saint Louis County, Missouri in accordance with the American Arbitration Association’s commercial arbitration rules. Any such claim shall be arbitrated on an individual basis, not consolidated with another party’s claim. Judgment on the arbitration award may be entered into any court with jurisdiction, and the arbitrator’s award shall not be appealable or reviewable except as permitted by Missouri law. However, (a) each of us may seek interim relief from a Saint Louis County, Missouri court to protect the party’s rights or property while arbitration is pending, and (b) at our option, we may bypass arbitration in cases of fraud or other crimes against us, interference with our technical operations or violations of our rights or property.
Disclaimer of Warranties.
The SEA Network and its services are provided “as is,” without express or implied warranty or condition of any kind, and we explicitly disclaim any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement. We do not promise or warrant that any aspect of the sites or system will work properly or that the information provided is complete or accurate or will be continuously available. The SEA Network may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (1) the availability or accuracy of such websites or resources; or (2) the content, products or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement of such websites or resources or the content, products or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. Your correspondence with or participation in promotions of merchants or advertisers found on the SEA Network, including payment and delivery of related goods or service, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such merchant or advertiser. You agree not to hold Growth Systems, LLC liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such merchants or advertisers on the SEA Network. In addition, Growth Systems, LLC does not endorse, warrant or guarantee the products or services of any seller, lender or broker, including any rates, points and loan programs posted by sellers, lenders or brokers.
Certain state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers may not apply to you, and you might have additional rights.
You agree that this Agreement and all agreements and information incorporated herein may be automatically assigned by Growth Systems, LLC, in its sole discretion, to a third party. You may not assign your obligations to another entity.
This Agreement does not create any agency, partnership, joint venture, employment or franchise relationship. Because you are not an employee, minimum wage laws do not apply to your relationship with the SEA Network. Our failure to act in a particular circumstance does not waive our right to act with respect to that or other circumstances. We shall be excused for any problem due to a factor beyond our control. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Growth Systems, LLC