1.1 This User Agreement constitutes the agreement between Ashleywilde, Inc. ("Ashleywilde") and you as a user who accesses or establishes a connection ("user," "you," or "your") to the world wide web site known as storybase.net ("Site"), which is owned and controlled by Ashleywilde, Inc.
1.2 You must agree to abide by all of the provisions in this Agreement in order to remain an authorized user of the Site and your use of the Site constitutes your agreement to abide by those provisions. You are solely responsible for your use of the Site and for ensuring that your use complies fully with the provisions of this Agreement.
1.3 Ashleywilde may modify these Terms at any time without liability, and your use of the Site after notice that these Terms have changed constitutes you acceptance of the new Terms. Ashleywilde will notify users of any changes by posting them on the Site or through other reasonable means of providing notice. Any changes to this Agreement will be effective immediately upon notice to you. Your use of the Site after notice of changes to this Agreement will be deemed your acceptance of the changes.
1.4 Ashleywilde reserves the right, in its sole discretion, to change, limit, or discontinue any aspect, content, or feature of the Site, as well as any aspect pertaining to the use of the Site.
1.5 IF YOU DO NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT OR ARE NOT SATISFIED WITH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE.
2. Rights in Site Content and the Site
2.1 All content provided by Ashleywilde on the Site, including but not limited to all textual narrative situations, lists of class values, lists of keywords, hyperlinks, graphic designs, and object code, is protected by copyright, trademark, and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by Ashleywilde. The Site is protected by copyright, patent, trademark, and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by Ashleywilde. Storybase™ Software for Writers, storybase.net™ and Ashleywilde® are trademarks of Ashleywilde and, where indicated, registered trademarks of Ashleywilde. All other trademarks appearing on the Site are the property of their respective owners. All rights not expressly granted are reserved by Ashleywilde.
2.2 Ashleywilde grants you a personal non-transferable, non-exclusive, fully revocable license to use the Site for personal use only, provided such use conforms to the terms, conditions and limitations of this Agreement. You shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or other actions on the Site; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect any information from the Site except as expressly permitted by Ashleywilde; (c) modify, rent, lease, loan, sell, distribute, reverse engineer, or create derivative works based on the content of the Site, in whole or in part. You will download content from the Site solely for your personal use, but will make no other use of the content without the express written permission of Ashleywilde and the copyright owner. You will not delete or alter any proprietary rights or attribution notices in any content. You agree that you do not acquire any ownership rights in any downloaded content.
3. License Grant
3.1 By making any material or information available through the Site, you automatically grant to Ashleywilde a worldwide, royalty-free, perpetual, irrevocable, and non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sublicense any such material or information (in whole or in part) and/or to incorporate it in other works regardless of form, media, or technology. By making any material or information available through the Site, you also grant to users other than yourself the right and license to access, view, store, or reproduce your material and information for that user's personal use.
3.2 Ashleywilde reserves the right to collect, use, and distribute aggregate data about your use of the Site in forms that do not identify you individually or reveal your identity.
4. Disclaimer of Warranties & Limitation of Liability
4.1 YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER ASHLEYWILDE, NOR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERUPTED OR ERROR FREE. NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENTS OF ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES FOUND ON THE SITE, ANY MERCHANDISE OR SERVICES PROVIDED THROUGH THE SITE, OR ANY LINKS TO OTHER SITES MADE AVAILABLE ON THE SITE.
4.2 THE SITE AND ALL CONTENT, MATERIAL, INFORMATION, POSTINGS, OR POSTING RESPONSES FOUND ON THE SITE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4.3 UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL Ashleywilde (OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES ON THE SITE OR THE SITE ITSELF. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT Ashleywilde (AND ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU.
You agree to defend, indemnify and hold harmless Ashleywilde (and any of its parents, subsidiaries, affiliates, employees, agents, third party content providers, or licensors, and their respective directors, officers, employees, and agents) from and against all claims, liability, and expenses, including attorneys' fees and legal fees and costs, arising out of your use of the Site or your breach of any provision of this Agreement. Ashleywilde reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will cooperate as fully as reasonably required in the defense of any claim.
6. Fees and Payments
Ashleywilde reserves the right, in its sole discretion, at any time to charge fees for access to and use of the Site, or any portions of the Site. If Ashleywilde elects to charge fees, it will post notice on the Site of all provisions pertaining to fees and payments.
7. Notices between Us
You will contact us by postal mail at Ashleywilde, Inc., 23852 Pacific Coast Highway, Suite 132, Malibu, California, 90265 or by telephone at 310-456-1277. We will contact you by postal or electronic mail to the addresses you provide to us, or by posting a notice on the Site.
Ashleywilde may terminate this Agreement and your use of the Site at any time. Ashleywilde shall have the right immediately to terminate your use of the Site in the event of any conduct by you which Ashleywilde, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement.
9. Law Governing Performance and Disputes
This Agreement, your performance under it, and any disputes arising under it shall be governed exclusively by the laws of the United States of America and the State of California, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the Courts of the State of California and the United States District Court for the Southern District of California in any and all actions, disputes, or controversies relating to this Agreement.
10. General Terms
This Agreement and any posted rules on the Site established by Ashleywilde
constitute the entire agreement of the parties with respect to the subject
matter hereof. No waiver by either Ashleywilde or you of any breach or
default under this Agreement shall be deemed to be a waiver of any preceding
or subsequent breach or default. This Agreement shall be binding upon and
inure to the benefit of Ashleywilde and its successors, trustees, and
permitted assigns. Ashleywilde may assign this Agreement, or any of its
rights or obligations under this Agreement, with or without notice to you.