Sleeping Donkey - Creating Business Partnerships

TERMS OF AGREEMENT FOR SLEEPINGDONKEY.COM

1. Agreement to Be Bound.

By using SleepyingDonkey.com (“SDC”) you agree to be bound and accept all the terms and conditions set forth in this Agreement. SDC reserves the right at any time to add to, delete, modify or alter any of the terms or conditions of this Agreement (“TCA”), and if the Agreement is so changed, the changes will become immediately effective upon posting of such changes. Should you object to any of the provisions of the TCA or should the user of SDC in any way become dissatisfied for any reason with SDC the user’s only recourse is to immediately discontinue and no longer use SDC.

2. Posted Material.

SDC may contain words, written content, text, files, images, photos, sounds, video, graphics, or other materials posted on, transmitted to, or otherwise linked from SDC (“Posted Materials”), all of which are the responsibility of the persons or entities from which the Posted Material originated. SDC takes no responsibility of any kind or nature for the Posted Materials which are solely the responsibility of those who transmitted or otherwise made available the Posted Materials on or through SDC.

SDC is not responsible for reviewing and does not control the content of the Posted Materials. Anyone using SDC may view or otherwise be exposed to false, misleading, inaccurate, incomplete, objectionable, offensive, or indecent material as may also be the case with respect to any links found on SDC to other websites. In making any use whatsoever of SDC, the user assumes any risks associated with such use, must evaluate the substance of the Posted Materials recognizing that the Posted Materials may be false, misleading, inaccurate, or incomplete. The user in using SDC acknowledges that SDC is not in any way liable or responsible for the substance or content of the Posted Materials, or for any loss or damage of any kind incurred as a result of any use of any kind or nature made of the Posted Material, including as may be contained in any links on SDC. Your use of SDC constitutes your acknowledgment that SDC has not prescreened, reviewed, or impliedly or actually approved any of the Posted Materials.

3. Reservation of Rights as to Posted Materials.

SDC reserves its right, in its absolute and sole discretion to refuse to post or delete any of the Posted Materials, including any links for violating any of the provisions of the TCA.

4. Disclaimer – of Liability and Release.

This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of Posted Materials, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. You specifically acknowledge that Trade For Equity, LLP dba SDC is not liable for your defamatory, offensive, infringing or illegal materials or conduct, or that of third parties, and Trade For Equity, LLP reserves the right to remove such materials from SDC without liability.

You will not hold SDC responsible or liable for other user’s actions including as to their Postings. Your interactions with any individuals, business entities, or organizations found on or through SDC, including as to their soliciting, obtaining, exchanging, giving, providing, selling, distributing, exchanging, or transferring of any intellectual property, personal property, goods, services, good will, debt or equity interest or any legal or equitable interest in any real, personal, or intangible personal property, enterprise, business, or other legal entity, and any of the terms, conditions, representations, or warranties, associated therewith are solely between you and such other user, individual, business entity, and/or organization. Before entering any online or offline transaction of any kind or nature with any individual, business entity, organization found on or through SDC, whether online or offline, you are solely responsible for your own due diligence and investigation as may be necessary or appropriate, and you are advised to do so.

The information published on SDC was valid at the time of publication. Trade For Equity, LLP reserves the right to make changes and improvements at any time and without notice, and assumes no liability for damages incurred directly or indirectly as a result of errors, omissions or discrepancies.

You acknowledge SDC is a venue to allow through Posted Materials those who have any debt or equity interest or any legal or equitable interest in any real, personal, or intangible property, enterprise, business, or other legal entity, but who do not have the money, know how, intellectual property, personal property, goods or services which may be necessary to exploit, develop, sell, distribute or exchange their interest, to solicit, obtain, and exchange for such money, know how, personal property, goods or services, or good will and vice versa. SDC allows for the foregoing to anyone at any time from anywhere in a variety of formats and venues. SDC is not involved in the actual transaction, business dealings or exchange between the offeror and offeree. SDC has no control of any kind or nature and does not guarantee the nature, quality, adequacy, sufficiency, legality or safety of any of the Postings, no less of the truth or accuracy of such Postings, the ability or the willingness of the offeror or offerees to enter into or otherwise complete the transaction, business dealing, or exchange, or that such business dealing, transaction, or exchange will in fact be consummated.

If you have any disagreement, problem, or dispute with any one or more users of SDC, you release SDC, Trade For Equity, LLP, their subsidiaries, affiliates, successors, assigns, directors, officers, employees and agents from any claims, demands, and damages, known or unknown, actual or consequential of any kind or nature arising out of, relating to, or in any way connected therewith.

5. Disclaimer – of Warranties.

SDC and its content is provided on an “As Is” basis without any warranties of any kind or nature, express or implied, including, but without limitation, warranties of merchantability and fitness for a particular purpose, and as to performance, reliability, security, accuracy, and timeliness. SDC/Trade For Equity, LLP disclaims to the fullest extent permitted by law any and all warranties regarding the goods or services received through or that may be advertised on SDC.

6. Indemnity.

As to any Posted Materials provided to, sent, or otherwise caused to appear on SDC (“Postings”) and for any violation of the TCA you agree to indemnify and hold harmless SDC from any claim or demand made by any third party due or arising therefrom. Your agreement to indemnify shall include SDC, its owner, Trade For Equity, LLP, and any of their subsidiaries, affiliates, successors, assigns, directors, officers, employees, and agents. This indemnity and hold harmless shall also cover all reasonable attorney’s fees and costs, incurred by the indemnitees from the claims or demands covered by this indemnity.

7. Prohibited Postings.

You are prohibited from making Postings on SDC soliciting, obtaining, exchanging, giving, providing of any personal property, goods or services which may not be legally sold, distributed, or exchanged or which may only be sold, distributed, or exchanged in circumstances where either the personal property, goods or services themselves have to be licensed or permitted or those selling, distributing or exchanging the personal property, goods or services have to be licensed or permitted. This prohibition also extends to any and all hazardous substances and any personal property, goods or services for which the sale, distribution, or exchange is otherwise prohibited, restricted, or restrained by contract, regulation, or law. You are prohibited from making Postings on SDC, soliciting, obtaining, exchanging, giving, providing, any debt or equity interest or any legal or equitable interest in any real or personal property, enterprise, business, or other legal entity, which is involved directly or indirectly in producing or manufacturing for sale, distribution, or exchange or is involved in selling, distributing, or exchanging of anything which is unlawful, defamatory, libelous, invasive of another’s privacy, degrading, harmful, threatening, abusive, pornographic, false, misleading, deceitful, deceptive, and/or infringing of any intellectual property rights. Notwithstanding the foregoing prohibitions, SDC reserves the right in its sole and absolute discretion to remove any Postings which it believes may be illegal, dangerous, hazardous, or contrary to public policy or morals.

8. Violation of Agreement and Liquidated Damages.

Any violations of the TCA by any users of SDC are difficult to quantify such that you agree that at SDC’s option, should it determine that you violated any of those provisions, you will agree to pay SDC liquidated damages of $100 as the reasonable estimate of SDC’s damages for such breach.

9. Limited Revocable and Non-Exclusive License as to SleepyDonkey.biz.

You are granted, at SDC’s sole and absolute discretion, a limited revocable and non-exclusive license to access SDC and otherwise use SDC only for the business purposes described in paragraph 4 hereof.

10. Copyrights and Trademarks.

All content included on SDC, such as words, written content, text, files, images, photos, sounds, video, graphics, and logos, is the exclusive property of Trade For Equity, LLP and protected by U.S. and international copyright laws. Any software used on SDC is the property of Trade For Equity, LLP or its software suppliers, and is also protected by U.S. and international copyright laws. The content and software on this site may be used for soliciting, obtaining, exchanging, giving, providing money, goods, services, legal or equitable interests in any real or personal property, or any debt or equity interests in any enterprise, business, or other legal entity. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the content on this site is strictly prohibited.

SDC is a registered trademark of Trade For Equity, LLP in the United States and other countries. Trade For Equity, LLP trademarks may not be used in connection with any product or service that does not belong to Trade For Equity, LLP, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Trade For Equity, LLP.

11. License.

When you make Postings on SDC, you provide us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and sublicense of all the right you have in the content of such Postings with respect to any media whatsoever whether now known or hereafter existing.

12. Limitation and Liability.
Regardless of the disclaimer of liability and the releases provided herein, if SDC, Trade For Equity, LLP, and/or any of its subsidiaries, affiliates, successors, assigns, directors, officers, employees or agents are found to be liable to you or any third party, that liability is limited to the total fees you paid to us in the last twelve months, if any, and $100.

13. Use of SDC.

You may not use SDC if:
(a) you are temporarily, indefinitely or permanently suspended from using SDC.

(b) with respect to any Postings, you made an agreement and you failed to timely comply with any material term thereof unless the other party to the agreement has materially breached the agreement.

(d) you interfere with or fail to comply with the provisions of the TCA; use SDC in any inappropriate, improper, or unlawful manner; distribute viruses or otherwise use or employ electronic gathering technologies that may harm or injure SDC or the interest or property rights of its users; copy, transfer, distribute, or otherwise make use of the content of SDC for any purpose other than the intended purpose, including by providing in any Postings illegal, false, inaccurate, misleading, defamatory content; or interfere, alter, otherwise affect SDC’s fees, billing processes, payments, collections.

(e) convey, transfer, or exchange your SDC account to another party without SDC’s consent; or interfere or attempt to interfere with the activities conducted on SDC or the proper working of SDC.

14. Privacy.

SDC does not license, sell, transfer, exchange or otherwise provide your personal information to third parties for their marketing purposes without your consent. However, SDC does store and process your information and may use it for its own purposes.

15. Resolution of Disputes.

You agree that as to any controversy, claim, or dispute that you may have in law or in equity that arises out of the TCA or any of our services (“Claim”), you will first contact SDC directly to seek a resolution. However, if in doing so you are unable to resolve the Claim to your satisfaction, then and in that event you shall proceed solely by way of arbitration as follows: (1) You may initiate arbitration through an established alternative dispute resolution provider (ADR) mutually agreed upon by the parties, and if not so agreed, an ADR located in Mobile or Baldwin County, Alabama. The ADR and the parties must comply with the following: (a) the ADR is to be conducted solely by telephone or online as chosen by the parties initiating the arbitration and must be based solely on written submissions; (b) the arbitration shall not involve the personal appearance by the parties or witnesses; (c) any award rendered by the arbitrator may be entered in any court of competent jurisdiction. All Claims brought or otherwise filed contrary to this provision shall be considered as having been improperly brought or filed and should that be done against SDC, SDC may recover its reasonable attorney’s fees and costs provided that you have first been given an opportunity in writing by SDC to withdraw your Claim.

16. No Relationship.

No business relationship of any kind or nature, corporate partnership, joint venture, or otherwise, and no agency, employer, employee or franchisor or franchisee relationship is intended or created, actual or implied, by this TCA.

17. Notification.

Any legal notices, including of any Claim including but not limited to any claim of infringement of intellectual property rights shall be given at: P.O. Box 2590, Daphne, Alabama 36526.

18. Personal Postings.

You agree not to use any agent, service, or intermediary for any of your Postings. Such third party agent, service, or intermediary is not permitted to make Postings on behalf of others, or to cause Postings to be made on behalf of others.