Introduction, Scope & Modification. This is a binding agreement between You and CalcBook (“CalcBook”, “We”, “Us”, or “Our”). It describes the Terms of Service (“TOS”) by which You may access and use the CalcBook Internet site located at www.calcbook.com (the “Site”) or any services provided in connection with the Site (the “Service”).  By using or accessing the Site or Services, You agree to abide by these TOS. The Effective Date of these Terms is set forth at the top of this webpage. CalcBook reserves the right to change these TOS at any time at Our sole discretion.  It is Your responsibility to review these TOS periodically, and if at any time You find these TOS unacceptable, You must immediately leave the Site and cease all use of the Service and the Site. YOUR CONTINUED USE OF A SITE OR ANY SERVICES, MATERIALS, OR CONTENT OFFERED THROUGH THE SITE FOLLOWING THE POSTING OF SUCH CHANGES AND NOTICE WILL MEAN THAT YOU ACCEPT THOSE CHANGES.  If You are using CalcBook software, Your use of such product or software and any related service will be subject to the applicable end user license agreement located here: www.calcbook.com/eula   

2.   Acceptance.  THIS IS IMPORTANT—BY BROWSING THE SITE, OR BY ACCESSING, VIEWING, DOWNLOADING, OR USING ANY SERVICES, MATERIALS, OR CONTENT OFFERED THROUGH THE SITE, YOU AGREE TO THESE TOS AND ANY ADDITIONAL TERMS THAT APPLY.

3.   Eligibility.   YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT. 

4.   Privacy.  To access the Site, You may be asked to provide certain registration details or other information. It is a condition of Your use of the Site that all the information You provide on the Site is correct, current, and complete. You agree that all information You provide to the Site, whether or not for registration purposes, and including but not limited to through the use of any interactive features on the Site, is governed by the applicable Privacy Policy located at www.calcbook.com/about which is incorporated into these TOS by this reference, and You consent to all actions We take with respect to Your information consistent with the Privacy Policy.  You agree that if you provide contact information such as phone number or email, CalcBook may contact you using this information.

5.    CalcBook Intellectual Property Rights.  The Services, materials and content on the Site are protected by various intellectual property laws, including copyright and trademark laws. All right, title, and interest in and to such Services, materials, and content are reserved by CalcBook and its licensors, and You do not gain any intellectual property rights to such Services, materials, and content except as specifically enumerated in these TOS or in any applicable end user license agreement (if You license software, products or Services).  Except as specifically permitted herein, no portion of the Site, or any Services, materials, or content offered through the Site, may be distributed or reproduced by any means, or in any form, without CalcBook’s prior written permission.  Nothing contained on the Site should be understood as granting You a license to use any of the trademarks, service marks, or logos owned by CalcBook or by any third party.

6.    Your Access to and Use of the Site.  

A.    Site Availability.  We will not be liable for any reason if all or any part of any Site is unavailable at any time or for any period. We do not warrant that the Site will be maintained with the same DNS names or URLs.  From time to time, We may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

B.    Disabling Options.  We have the right to suspend or disable any user name, password, account or other identifier or authentication measure on any or all of the Site, whether chosen by You or provided by Us, at any time if, in Our opinion, You have violated any provision of these TOS.

C.    Compliance with Intellectual Property Laws.  When accessing the Site or using the Service, You agree to obey the law and to respect the intellectual property rights of others.  Your use of the Service and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.  You agree to 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 Content You provide or transmit, or that is provided or transmitted using Your user name. The burden of proving that any Content does not violate any laws or third party rights rests solely with You.

D.  Copyright Infringement. CalcBook has in place certain procedures regarding allegations of copyright infringement occurring on the Site or with the Service. We have adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of CalcBook or of a third party, or otherwise violated any intellectual property laws or regulations. CalcBook’s policy is to investigate any allegations of copyright infringement brought to its attention. If You have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and You want CalcBook to delete, edit, or disable the material in question, You must provide CalcBook with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit CalcBook to locate the material; (d) information reasonably sufficient to permit CalcBook to contact You, such as an address, telephone number, and if available, an electronic mail address at which You may be contacted; (e) a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, You must provide it to CalcBook’s designated agent at:

Calcbook

c/o Mary E. Neifert, Esq.

2625 Townsgate Rd., Suite 330

Westlake Village, CA  91361

805-267-1112

mary@neifertlaw.com

E.    User-Submitted Content.  

(1)    Users may be able to submit materials and content (collectively, “User-Generated Content”) to Our Site that can be viewed by other users (e.g., posts in community forums).  You acknowledge that We are not responsible for User-Generated Content, that We have no obligation to monitor or remove User-Generated Content, and that We have the sole discretion to determine whether any User-Generated Content violates the TOS.

(2)    If You submit User-Generated Content that is published or made available to other users, You represent that: (i) such content is not prohibited by these TOS, including Section 6(F) below; (ii) You are solely responsible for the form, substance, and accuracy of such content; and (iii) You have all rights necessary to grant CalcBook the license below. 

(3)    You hereby grant CalcBook a royalty-free, perpetual, irrevocable, non-exclusive license (including a waiver of any moral rights) under all of Your intellectual property rights to use, reproduce, create derivative works of, publish, display, and distribute Your User-Generated Content (all or in part) worldwide, and to incorporate such content in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content.

(4)    We may remove or refuse to post any User-Generated Content from the Site at any time for any reason or no reason at Our discretion.

(5)    We may disclose Your identity or other information about You (i) to any third party who claims that the User-Generated Content submitted by You violates their rights, including their intellectual property rights or their right to privacy; or (ii) to any law enforcement authorities or pursuant to any court order requesting or directing Us to disclose the identity or other information of anyone that submitted User-Generated Content.

F.    Your Conduct.  It is a condition of Your use of the Site, or the Services, materials or content therein, that You not engage in any misconduct, any misuse of any of the foregoing, or otherwise violate any applicable local, state, national, or international law or regulation.  In addition, You may not:

(1)    upload, post, or otherwise make available any User-Generated Content that: (i) is harmful, threatening, abusive, harassing, defamatory, libelous, or invasive of another’s privacy, or that is otherwise objectionable or harmful to another party; (ii) You do not have a right to upload, post, or make available under any law, regulation, license, or contract; (iii) infringes any patent, trademark, trade secret, copyright, or database rights, or any other intellectual property rights of another party; (iv) constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” website links, or any other form of content for the purpose of solicitation; (v) contains software viruses or malware; (vi) impersonates another person or entity or is intended to mislead CalcBook or other users of the Site; or (vii) gives the impression that such User-Generated Content is produced by CalcBook or is endorsed by CalcBook or any other person or entity, if that is not the case.

(2)    scrape or collect or store personal data about any other user of a Site; 

(3)    disrupt or interfere with all or a portion of any Site; or

(4)    attempt to gain or gain unauthorized access to any portion of any Site, or to any other database or network, through hacking, password mining, scraping, or by any other means to obtain any information not intentionally made available on the Site.

7.   Personal Opinions.  

A.    The opinions expressed by CalcBook employees on Our blog, community, or help forums are the individual employees’ own views and do not necessarily reflect the opinion of CalcBook.

B.    Any statements and/or opinions expressed in any User-Generated Content are solely the opinions and the responsibility of the person or entity providing such User-Generated Content and do not necessarily reflect the opinion of CalcBook.

8.   Product or Service Availability.   Certain laws in outside of the United States may prohibit use of the Site and Software.  Accordingly, this Site and Software are intended for use by residents in the United States only.

9.    Confidentiality. Please do not provide Us with confidential or proprietary information through the Site, except to the extent You provide Our payment processors with credit card information to purchase Our Services, software or products.  Except for credit card information, any information or material You send to Us will be considered public and non-confidential.   

10.   Linking to or Referencing the Site. Our Site may display materials or content provided by third parties or may link to third-party websites, including for the purpose of offering advertisements or marketing materials.  These links are provided for Your convenience only. You must exercise Your own judgment in clicking on any links, or in viewing any third-party content.  CalcBook makes no representations about such third-party websites, and if You access such a third-party websites, You do so at Your own risk. CalcBook is not responsible for the reliability of any data, opinions, advice, or statements made on any third-party websites, and the inclusion of such links does not imply that CalcBook endorses, recommends, or accepts any responsibility for the content of any such third-party websites.

11.   Disclaimers; Limits on Our Liability; Indemnification. 

A.    No Warranty. CalcBook warrants that CalcBook has validly entered into these TOS and has the legal power to do so. You warrant that you have validly entered into these TOS and have the legal power to do so. YOU ASSUME ALL RISK FOR SELECTING AND USING THE SITE. THE SITE AND ALL SERVICES, MATERIALS, OR CONTENT PROVIDED VIA THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE.  IN PARTICULAR, CALCBOOK SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SITE WILL BE ERROR-FREE, ACCURATE, SECURE, OR UNINTERRUPTED.  IF YOU ACCESS THE SITE FROM OUTSIDE OF THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF YOUR JURISDICTION.  CalcBook makes no warranty as to the accuracy, completeness, currency or reliability of any of the Services. CalcBook does not warrant that (i) the Services will meet your requirements, (ii) operation of the Services will be uninterrupted or virus- or error-free or (iii) errors will be corrected. Any oral or written advice provided by CalcBook or its agents does not and will not create any warranty.

B.    Limitations on Our Liability. UNDER NO CIRCUMSTANCES WILL CALCBOOK AND ITS SUBSIDIARIES AND LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, RELIANCE, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES WHETHER OR NOT FORESEEN, LOST PROFITS, REVENUE, SALES, PROPERTY DAMAGE, PERSONAL INJURY OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ON ACCOUNT OF YOUR USE OF, MISUSE OF, OR RELIANCE ON THE SITE OR ANY OF THE SERVICES, MATERIALS, OR CONTENT AVAILABLE FROM THE SITE. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY PREVENTS RECOVERY OF ANY CLAIM RELATING TO THESE TOS OR THE SITE, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND APPLIES EVEN IF CALCBOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHERE LEGAL LIABILITY SURROUNDING THE SITE, OR ANY OF THE SERVICES, MATERIALS OR CONTENT AVAILABLE FROM THE SITE, CANNOT BE EXCLUDED, BUT MAY BE LIMITED, THE AGGREGATE LIABILITY OF CALCBOOK AND ITS SUBSIDIARIES AND LICENSORS WILL BE LIMITED TO THE SUM OF 50 UNITED STATES DOLLARS (OR THE THEN-CURRENT VALUE IN THE RELEVANT LOCAL CURRENCY) IN TOTAL.

C.    Indemnity. You agree to indemnify CalcBook for certain of Your acts and omissions. You agree to indemnify, defend, and hold harmless CalcBook, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all liability including losses, liability, damages, expenses and/or costs (including reasonable attorney fees and costs) and including costs associated with enforcing indemnification hereunder and any insurance provider and attorneys’ fees arising from or related to in any way to (i) Your access to or use of the Site, or (ii) Your violation of these TOS.  CalcBook reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder.  No settlement that affects the rights or obligations of CalcBook may be made without CalcBook’s prior written approval.  CalcBook will notify you promptly of any such claim, loss, liability, or demand, and will provide You with reasonable assistance, at Your expense, in defending any such claim, loss, liability, damage, or cost.

12.  Termination.  These Terms automatically terminate when you fail to comply with any term or condition of them. CalcBook may terminate or modify your access to the Services, with or without notice to you, at any time for any reason. For example, access to the Services may be denied without notice if CalcBook believes that you are a minor.  Termination will not limit any of CalcBook’s other rights or remedies. Any provision that must survive in order to give proper effect to the intent and purpose of these Terms (including but not limited to Sections 5, 6, 9, 11, 13, 14, 15 and 16) shall survive termination.  In addition, to ensure that CalcBook provides a high quality experience for You and for other users of the Site and the Service, You agree that CalcBook or its representatives may access Your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. CalcBook does not intend to disclose the existence or occurrence of such an investigation unless required by law, but CalcBook reserves the right to terminate Your account or Your access to the Site immediately, with or without notice to You, and without liability to You, if CalcBook believes that You have violated any of the TOS or any law or regulation, furnished CalcBook with false or misleading information, or interfered with use of the Site or the Service by others.

13.    Geographic Restrictions & Export Controls.    The Services are based in the State of California in the United States.  CalcBook makes no representation that the Services are appropriate or available for access or use in other locations. You acknowledge that you may not be able to access or use the Services in other locations and that access thereto or use thereof may not be legal. If you access or use the Services from other locations, you do so on your own initiative and are responsible for compliance with local laws.  The Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules and complete all required undertakings, including obtaining any necessary export license or other governmental approval, prior to exporting, re-exporting, releasing or otherwise making the Services available outside the United States.  You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Please note: By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against CalcBook under the laws of any jurisdiction outside the United States are hereby waived and that your sole location and applicable law for any dispute is in the United States according to the terms of Sections 14 and 15 below.

14. Jurisdiction and Venue.  These TOS shall in all respects be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of law provisions, statutes and other laws.  Any and all claims related in any way to these TOS must be made in the Contra Costa County and in compliance with Section 15 below.

15. Binding Arbitration and Class Action Waiver.  

A.  Agreement to Arbitrate.  You and CalcBook agree that any dispute, claim, or controversy involving You and CalcBook (and/or CalcBook’s affiliates, subsidiaries, directors, shareholders, or employees) arising out of or relating in any way to this these TOS, the Site or the Services (each, a "Dispute") must be determined by binding arbitration. In addition, CalcBook may seek injunctive or other relief in any court of competent jurisdiction to prevent the actual, suspected, or threatened infringement, misappropriation, or violation of its copyrights, trademarks, trade secrets, patents and patent rights, database rights, and other proprietary and intellectual property rights (each, an "IP Protection Action").

B.    CLASS ACTION WAIVER. ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM MUST BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR CALCBOOK MAY SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR CALCBOOK ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR PROCEEDING MAY BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, CALCBOOK, AND ALL PARTIES TO ANY SUCH ARBITRATION OR PROCEEDING.

1. ​

D.   Proceedings. If You and CalcBook do not reach an agreement to resolve the Dispute within 30 days after the Notice of Dispute is received, You or CalcBook may commence an arbitration proceeding. Any arbitration must be governed and administered by the American Arbitration Association (the "AAA") in accordance with the AAA’s "Consumer Arbitration Rules" effective September 1, 2014, including the "Costs of Arbitration (Including AAA Administrative Fees)" effective September 1, 2014 (collectively, the "Consumer Procedures"), except that these TOS governs to the extent it conflicts with the Consumer Procedures. ALL ISSUES IN THE DISPUTE ARE SUBJECT TO THE REVIEW OF A NEUTRAL ARBITRATOR. The neutral arbitrator will apply the terms of this agreement and the laws of the State of California. The arbitrator has discretionary authority to conduct the arbitration via conference call or face-to-face hearing. The arbitrator will render an award within the time specified in the Consumer Procedures. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. CalcBook and You agree that the arbitrator's award of damages must be consistent with the terms of Section 11 above ("Limitation of Liability") as to the types and amounts of damages for which a party may be held liable. You may download or copy the AAA’s forms and rules from https://www.adr.org or by calling the AAA at 1-800-778-7879. Unless You and CalcBook otherwise agree in writing, the arbitration must be conducted in the Contra Costa County, California. If Your Demand does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that You and CalcBook submit to the arbitrator, unless You request a hearing or the arbitrator determines that a hearing is necessary. If Your Demand exceeds $10,000, Your right to a hearing will be determined by the Consumer Procedures. Subject to the Consumer Procedures, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

E.   AAA Not Integral To Agreement To Arbitrate. You and CalcBook agree that the use of the AAA to administer arbitration is not integral to the parties' agreement to arbitrate Disputes. If the AAA will not or cannot conduct an arbitration, You and CalcBook shall negotiate in good faith to agree on a sole arbitrator who shall resolve the Dispute as provided in the Consumer Procedures. If the parties cannot agree on an arbitrator, a court of competent jurisdiction may appoint an arbitrator, who shall follow the Consumer Procedures.

F.   Severability. If one or more parts of this Section 15 are found to be illegal, invalid or unenforceable as to all or some parts of a Dispute, then, and only in that circumstance, those parts will be severed and the Dispute will be resolved subject to all remaining parts of Section 15 and all other provisions of this agreement. If such severance results in all or some parts of a Dispute proceeding in a court of law, the exclusive jurisdiction and venue for any such court proceeding will be the state or federal courts sitting in the Contra Costa County, California. For purposes of any such court proceeding, You consent to, and will not challenge, such courts’ personal jurisdiction over You, and You further waive objection based upon improper venue or forum non conveniens and will not seek transfer to another district or jurisdiction.

G.   FAA. The Federal Arbitration Act governs the interpretation and enforcement of all provisions of these TOS relating to arbitration.

16.  General Provisions. 

A.    Entire Agreement. These TOS, and any applicable documents referenced herein (such as Our  Privacy Policy www.calcbook.com/about , form the complete and exclusive statement of the mutual understanding between You and CalcBook with regard to the Site, and supersede and cancel all prior written and oral agreements and communications relating to the Site.

B.   Severability; Waiver.  If, for whatever reason, a court of competent jurisdiction finds any term or condition in these TOS to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these TOS shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

C.   Modifications. CalcBook may, in its sole discretion and without prior notice, (a) revise these TOS; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. CalcBook shall post any revision to these TOS to the Site, and the revision shall be effective immediately on such posting. You agree to review these TOS and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, You shall abide by any such revision.

D.  Successor and Assigns.  These Terms inure to the benefit of and will be binding upon CalcBook's and your successors and assigns, respectively.

E.  Assignment.  These Terms may be assigned by CalcBook but you may not assign these Terms without the prior express written consent of CalcBook.

F.   No Joint Venture/Partnership.  Nothing contained in these Terms will be deemed to constitute CalcBook or you as the agent or representative of the other or as joint venturers or partners.

G.  Headings.  Headings and captions are for convenience only.

17.   Acknowledgment. BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TOS AND AGREE TO BE BOUND BY THEM.