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The PerfectProgram is a networking & services site that allows members to create unique personal profiles online in order to find and communicate with old and new friends. The service is operated by The PerfectProgram. By using the The PerfectProgram Website you agree to be bound by these Terms of Use (this "Agreement"), whether or not you register as a member ("Member"). If you wish to become a Member, communicate with other Members and make use of the The PerfectProgram services (the "Service"), please read this Agreement and indicate your acceptance by following the instructions in the Registration process.
This Agreement sets out the legally binding terms for your use of the Website and your Membership in the Service.
The PerfectProgram may modify this Agreement from time to time and such modification shall be effective upon posting by The PerfectProgram on the Website. You agree to be bound to any changes to this Agreement when you use the Service after any such modification is posted. This Agreement includes The PerfectProgram's policy for acceptable use and content posted on the Website, your rights, obligations and restrictions regarding your use of the Website and the Service and The PerfectProgram's Privacy Policy.
Please choose carefully the information you post on The PerfectProgram and that you provide to other Members. Any photographs posted by you may not contain nudity, violence, or offensive subject matter. Information provided by other The PerfectProgram Members (for instance, in their Profile) may contain inaccurate, inappropriate or offensive material, products or services and The PerfectProgram assumes no responsibility nor liability for this material.
The PerfectProgram reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including email) by you, or to restrict, suspend, or terminate your access to all or any part of the Website and/or Services at any time, for any or no reason, with or without prior notice, and without lability.
By participating in any offline The PerfectProgram event, you agree to release and hold The PerfectProgram harmless from any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, either directly or indirectly related to or arising from your participation in any such offline The PerfectProgram event.
1) Your Interactions.
You are solely responsible for your interactions and communication with other Members. You understand that The PerfectProgram does not in any way screen its Members, nor does The PerfectProgram inquire into the backgrounds of its Members or attempt to verify the statements of its Members. The PerfectProgram makes no representations or warranties as to the conduct of Members or their compatibility with any current or future Members. We do however recommend that if you choose to meet or exchange personal information with any member of The PerfectProgram then you should take it upon yourself to do a background check on said person.
In no event shall The PerfectProgram be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other registered users of this Service or persons you meet through this Service.
2) Eligibility.
Membership in the Service where void is prohibited. By using the Website and the Service, you represent and warrant that all registration information you submit is truthful and accurate and that you agree to maintain the accuracy of such information. You further represent and warrant that you are 18 years of age or older and that your use of the The PerfectProgram shall not violate any applicable law or regulation. Your profile may be deleted without warning, if it is found that you are misrepresenting your age. Your Membership is solely for your personal use, and you shall not authorize others to use your account, including your profile or email address. You are solely responsible for all content published or displayed through your account, including any email messages, and for your interactions with other members.
3) Term/Fees.
This Agreement shall remain in full force and effect while you use the Website, the Service, and/or are a Member. You may terminate your membership at any time. The PerfectProgram may terminate your membership for any reason, effective upon sending notice to you at the email address you provide in your Membership application or other email address as you may subsequently provide to The PerfectProgram. By using the Service and by becoming a Member, you acknowledge that The PerfectProgram reserves the right to charge for the Service and has the right to terminate a Member's Membership if Member should breach this Agreement or fail to pay for the Service, as required by this Agreement.
4) Non Commercial Use by Members.
The Website is for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by the management of The PerfectProgram. Illegal and/or unauthorized use of the Website, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website will be investigated. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from member profiles without notice and may result in termination of membership privileges. Appropriate legal action will be taken by The PerfectProgram for any illegal or unauthorized use of the Website.
5) Proprietary Rights in Content on The PerfectProgram.
The PerfectProgram owns and retains all proprietary rights in the Website and the Service. The Website contains copyrighted material, trademarks, and other proprietary information of The PerfectProgram and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
6) Content Posted on the Site.
a. You understand and agree that The PerfectProgram may review and delete any content, messages, The PerfectProgram Messenger messages, photos or profiles (collectively, "Content") that in the sole judgment of The PerfectProgram violate this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any Member.
b. You are solely responsible for the Content that you publish or display (hereinafter, "post") on the Service or any material or information that you transmit to other Members.
c. By posting any Content to the public areas of the Website, you hereby grant to The PerfectProgram the non-exclusive, fully paid, worldwide license to use, publicly perform and display such Content on the Website. This license will terminate at the time you remove such Content from the Website.
d. The following is a partial list of the kind of Content that is illegal or prohibited on the Website. The PerfectProgram reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Service and terminating the membership of such violators. Prohibited Content includes Content that:
i. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
ii. harasses or advocates harassment of another person;
iii. involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming";
iv. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
v. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
vi. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
vii. provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
viii. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
ix. solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
or x. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes.
e. You must use the Service in a manner consistent with any and all applicable laws and regulations. f. You may not engage in advertising to, or solicitation of, any Member to buy or sell any products or services through the Service. You may not transmit any chain letters or junk email to other Members. Although The PerfectProgram cannot monitor the conduct of its Members off the Website, it is also a violation of these rules to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, The PerfectProgram reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which The PerfectProgram deems appropriate in its sole discretion.
g. You may not cover or obscure the banner advertisements on your personal profile page, or any The PerfectProgram page via HTML/CSS or any other means.
h. Any automated use of the system, such as using scripts to add friends, is prohibited.
i. You may not attempt to impersonate another user or person who is not a member of The PerfectProgram.
j. You may not use the account, username, or password of another Member at any time nor may you disclose your password to any third party or permit any third party to access your account.
k. You may not sell or otherwise transfer your profile.
7) Copyright Policy.
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of The PerfectProgram to terminate membership privileges of any member who repeatedly infringes copyright upon prompt notification to The PerfectProgram by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website; your address, telephone number, and email address; a written 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, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. The PerfectProgram's Copyright Agent for notice of claims of copyright infringement can be reached via email address.
8) Member Disputes.
You are solely responsible for your interactions with other The PerfectProgram Members. The PerfectProgram reserves the right, but has no obligation, to monitor disputes between you and other Members.
8a) Refund Policy: Before we will be able to issue any refunds we will need proof of purchase and a detailed summary of why and how the product or service did not work for you.
8b) Digital Product Refund Policy: Due to the Intellectual Property nature of Digital Products, by taking possession of any digital product provided by tHg, LLC you rescind your right to a refund. Taking possession is determined by you downloading the digital product associated with your purchase.
tHg, LLC tracks IP addresses and download logs of each individual that is given access to the tHg, LLC maintained Members Area. These records serve as proof of you taking possession of digital products provided by tHg, LLC.
9) Disclaimers.
The PerfectProgram is not responsible for any incorrect or inaccurate content posted on the Website or in connection with the Service provided, whether caused by users of the Website, Members or by any of the equipment or programming associated with or utilized in the Service. The PerfectProgram is not responsible for the conduct, whether online or offline, of any user of the Website or Member of the Service. The PerfectProgram assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any user or Member communication. The PerfectProgram is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or at any Website or combination thereof, including any injury or damage to users and/or Members or to any person's computer related to or resulting from participation or downloading materials in connection with the Website and/or in connection with the Service. Under no circumstances shall The PerfectProgram be responsible for any loss or damage, including personal injury or death, resulting from use of the Website or the Service or from any Content posted on the Website or transmitted to Members, or any interactions between users of the Website, whether online or offline. The Website and the Service are provided "AS-IS" and The PerfectProgram expressly disclaims any warranty of fitness for a particular purpose or non-infringement. The PerfectProgram cannot guarantee and does not promise any specific results from use of the Website and/or the Service.
10) Limitation on Liability.
IN NO EVENT SHALL The PerfectProgram BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEB SITE OR THE SERVICE, EVEN IF The PerfectProgram HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, The PerfectProgram.S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO The PerfectProgram FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.
11) Disputes.
If there is any dispute about or involving the Website and/or the Service, by using the Website, you agree that any dispute shall be governed by the laws of the area in which we are based without regard to conflict of law provisions and you agree to personal jurisdiction by and venue in the area in which we are based.
12) Indemnity.
You agree to indemnify and hold The PerfectProgram, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.
13) MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the “Agreement”) is made and effective upon joining The BytePIT Membership,
BETWEEN: tHg, LLC
AND: ALL Paying and Verified BytePIT and/or PerfectProgram Members
AND: ALL Paying and Verified BytePIT and/or PerfectProgram Members
WHEREAS, in order to pursue the mutual business purpose of a possible transaction between Disclosing Party and Receiving Party and/or their affiliates (the “Transaction”), both Disclosing Party and Receiving Party recognize that there is a need to disclose to one another certain information in respect of itself and/or its affiliates.
WHEREAS, all such information, delivered by or on behalf of one party and/or its affiliates (the “Disclosing Party”) to the other party (the “Receiving Party”) and/or its Representatives (as defined below), whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, together with all analyses, compilations, studies or other documents or records prepared by the Receiving Party and/or its Representatives to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from such information, is referred to herein as “Evaluation Material”.
NOW, THEREFORE, in consideration of the opportunity to consider such Evaluation Material, both parties hereby agree as follows:
13.a) NON-DISCLOSURE OF EVALUATION MATERIAL
The Evaluation Material will be used by the Receiving Party solely for the purpose of evaluating the Transaction. Such Evaluation Material will be kept strictly confidential by the Receiving Party, except that the Evaluation Material or any portion thereof may be disclosed to affiliates, directors, officers, employees, advisors, attorneys, agents, controlling persons, potential bidding partners and financing sources or other representatives (each, a “Representative”, and collectively, the “Representatives”) of the Receiving Party who need to know such information for the purpose of evaluating the Transaction and who agree to treat the Evaluation Material in accordance with the terms of this Agreement.
The term “Evaluation Material” does not include information which:
Is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by the Receiving Party and/or any of its Representatives;
Is or has been independently acquired or developed by the Receiving Party and/or any of its Representatives without violating any of the terms of this Agreement;
Was within the Receiving Party and/or any of its Representatives’ possession prior to it being furnished to the Receiving Party and/or any of its Representatives by or on behalf of the Disclosing Party pursuant to the terms hereof; or
Is received from a source other than the Disclosing Party and/or any of its Representatives; provided that, in the case of (c) and (d) above, the source of such information was not known by the Receiving Party to be bound by a confidentiality obligation to the Disclosing Party or any other party with respect to such information.
13.b) DISCLOSURE UNDER COURT ORDER OR SUBPOENA
In the event that the Receiving Party or any of its Representatives receives a request to disclose all or any part of the Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) the Receiving Party agrees to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request and (ii) if the Receiving Party or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Evaluation Material, the Receiving Party or its applicable Representative may disclose that Evaluation Material that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Evaluation Material that is being so disclosed.
13.c) CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT
Unless otherwise required by law, or unless otherwise provided in a final definitive agreement regarding the Transaction when, as and if executed, both parties and their respective Representatives will not, without the prior written consent of the other party, disclose to any person (other than Representatives of the parties hereto who need to know such information for the purpose of evaluating the Transaction and who agree to treat such information in accordance with the terms of this Agreement) any of the terms or conditions of the Transaction.
13.d) OWNERSHIP OF RIGHTS TO EVALUATION MATERIAL
Nothing in this Agreement shall divest the Disclosing Party of any of its right, title or interest in and to any Evaluation Material. Within [NUMBER] days after being so requested by the Disclosing Party, the Receiving Party and its Representatives shall destroy or return all Evaluation Material furnished to the Receiving Party and/or any of its Representatives by the Disclosing Party. Except to the extent a party is advised by counsel that such destruction is prohibited by law, the Receiving Party and its Representatives will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by the Receiving Party and/or its Representatives based upon, containing or otherwise reflecting any Evaluation Material. At the request of the Disclosing Party made at the time of its request for the destruction of Evaluation Material, any destruction of materials shall be certified to the Disclosing Party in writing by an authorized officer of the Receiving Party supervising such destruction.
13.e) DISCLAIMER
The Receiving Party acknowledges and agrees that neither the Disclosing Party nor any of its Representatives are making any representation or warranty as to the accuracy or completeness of any of the information furnished hereunder to the Receiving Party or any of its Representatives and each of the Receiving Party and the Disclosing Party further acknowledges and agrees that no party has any obligation to the other party or any of its Representatives to authorize or pursue with the other party the Transaction. Each of the Receiving Party and the Disclosing Party may at any time terminate any discussions or negotiations regarding the Transaction that may be taking place, and only those terms and conditions of the Transaction, if any, which are made in a final definitive agreement, when, as and if executed, will have any legal effect.
13.f) INJUNCTIVE RELIEF
Both parties agree that money damages may not be a sufficient remedy for any breach of the terms of this Agreement by the Receiving Party or any of its Representatives, and that, in addition to all other remedies at law or in equity to which the Disclosing Party may be entitled, the Disclosing Party may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.
13.g) NON-PARTICIPATION IN SECURITIES OF INVOLVED COMPANIES
Both parties acknowledge that they are aware, and will advise each of their respective Representatives who is informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit persons who are in possession of material, non-public information concerning a company, which may include the matters which are the subject of this Agreement, from purchasing or selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase and sell such securities, and each party agrees to comply fully with such laws.
13.h) PROTECTION WITHIN ATTORNEY-CLIENT PRIVILEGE
To the extent that any Evaluation Material may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party hereto understands and agrees that both parties hereto and their respective Representatives have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of both parties hereto that the sharing of such Evaluation Material is not intended to, and shall not, waive or diminish in any way the confidentiality of such Evaluation Material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by either party hereto that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under those privileges, this Agreement, and under the joint defense doctrine.
13.i) NON-RESTRICTION OF INDEPENDENT WORK
The terms of this Agreement shall not be construed to limit either the Disclosing Party’s or the Receiving Party’s, or any of their Representatives’ right to independently develop or acquire products without use of the other party's Evaluation Material. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Disclosing Party’s Evaluation Material, provided that the Receiving Party shall not disclose the Evaluation Material except as expressly permitted pursuant to the terms of this Agreement. The term “residuals” means information in intangible form, which is retained in memory by persons who have had access to the Evaluation Material, including ideas, concepts, know-how or techniques contained therein. Neither the Receiving Party nor any of its Representatives shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party’s copyrights or patents.
13.j) NO LICENSE GRANTED
Both parties recognize and agree that, on and after the date hereof, neither party will have the right to use the other party's service marks, trademarks, trade names, licenses, procedures, processes, labels, trade secrets or customer lists without explicit written consent.
13.k) NON-ASSIGNMENT OF RIGHTS
Neither party hereto shall assign in whole or in part its rights or obligations under this Agreement without the express written consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of each of the party’s successors and permitted assigns.
13.l) SEVERABILITY
If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.
13.m) PRIOR UNDERSTANDINGS
This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party.
13.n) COPIES
For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, and all such counterparts taken together shall constitute one and the same agreement.
13.o) TERM
The term of this Agreement shall be 10 years from the date hereof.
13.p) GOVERNING LAW
The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the New York City of New York applicable to agreements made and to be fully performed therein (excluding the conflicts of laws rules).
14) Other.
This Agreement is accepted upon your use of the Website and is further affirmed by you becoming a Member of the Service. This Agreement constitutes the entire agreement between you and The PerfectProgram regarding the use of the Website and/or the Service. The failure of The PerfectProgram to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Please contact us with any questions regarding this Agreement. The PerfectProgram is a trademark of
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
