TERMS OF USE

Effective Date: June 1, 2014

THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS ON WHICH transitioncafe OFFERS YOU ACCESS TO ITS SERVICES. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

Transitioncafe (“Transitioncafe”) provides this website, transitioncafe.com (“Website”) and the related services (“Services”) to You the user, whether an individual or organization (“User,” “You,” or “Your”). As a condition of Your use of the Services, You, the User, agrees to these Terms of Use (“Agreement”) without limitation or qualification. Should You not agree to the terms of this Agreement, please do not use this Website or the related Services.

Transitioncafe may amend this Agreement from time to time by posting new Terms of Use to the Website. Users are required to check this Agreement for updates periodically and Transitioncafe has no obligation to inform Users of any amendments to the Agreement. Any use by a User of the Website or Services after the new Terms of Use are posted shall be deemed to constitute an agreement by User to the amended Agreement.

1. Access Eligibility. You must be at least eighteen (18) years of age to use the Website and Services. Transitioncafe’s Services are available only to individuals who can form legally binding contracts under applicable law. Transitioncafe reserves the right to refuse access to, or use of, our Website or Services to anyone not complying with this Agreement, at any time, in its sole discretion.
2. Electronic Communications. When You send e-mails to Transitioncafe or visit the Website, You are communicating with Transitioncafe electronically. By communicating with Transitioncafe via e-mail, You agree that Transitioncafe may send e-mails to You and You consent to receive e-mail or other electronic communications from Transitioncafe. Generally, Transitioncafe will communicate with You by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures, and other communications that Transitioncafe provides to You electronically satisfy any legal requirement that such communications be in writing and/or that they be sent to the recipient’s last known address.
3. Term. This Agreement shall remain in full force and effect while You are using the Website or Services. Transitioncafe may terminate Your rights to use the Services for any or no reason at any time by ceasing to provide the Services to You. You understand that termination of this Agreement may involve deletion of any User Provided Content (as defined below) which You have posted to the Website. Transitioncafe will not have any liability whatsoever to You for any termination of Your use of the Services or the deletion of Your User Provided Content.
4. Ownership of Services. You acknowledge that all the intellectual property rights in the Website and Services (excluding any User Provided Content) are owned by Transitioncafe or its partners. You agree not to (a) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Website or Services or related Content and (b) rent, lease, loan, or sell access to the Services. For this Agreement “Content” means any work of authorship or information, including product articles, reviews, opinions, postings, messages, text, files, images, photos, works of authorship, e-mail, or other material whether created by Transitioncafe or by a User
5. User Provided Content. Users may provide Content to the Website (“User Provided Content”). Generally, User Provided Content may be information regarding networking events, information regarding job opportunities, articles regarding career advice, and career coaching articles. Transitioncafe does not claim ownership in any User Provided Content, but by providing such User Provided Content, You hereby grant to Transitioncafe an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, perform, display, create derivative works of, and distribute such User Provided Content in any and all media (now known or later developed) throughout the world. Users who desire to provide User Provided Content may submit such Content as detailed in Section 6 below. Transitioncafe may modify or adapt User Provided Content including without limitation in order to transmit, display or distribute it over computer networks and in various media and/or make changes to User Provided Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. You further agree that no compensation will be paid with respect to You for the User Provided Content that You post through the Services. You should only provide Content to the Services that You are comfortable sharing with others under the terms of this Agreement.
6. Submission of User Provided Content. Users who desire to provide User Provided Content may submit such Content through the Website or by email to _______________. Transitioncafe will review all submissions for appropriateness and will post User Provided Content which Transitioncafe feels, in its sole discretion, provides Users of the Website with valuable Content. Submission of User Provided Content in no way guarantees such Content will be posted to the Website. You agree that Transitioncafe shall not be deemed to have endorsed one User over another User by posting Content submitted by a User or rejecting Content submitted by a User.
7. False Information. PLEASE NOTE: YOU MUST PROVIDE ACCURATE CONTENT AND CURRENT INFORMATION TO TRANSITIONCAFE. IF YOU PROVIDE ANY CONTENT OR INFORMATION THAT IS FALSE, MISLEADING, INACCURATE, NOT CURRENT OR INCOMPLETE, TRANSITIONCAFE RESERVES THE RIGHT TO SUSPEND OR TERMINATE YOUR A USE OF THE SERVICES AND TO REJECT ALL FUTURE CONTENT SUBMITTED BY YOU (OR ANY PORTION THEREOF). ANY ACTIVITIES THAT ARE ILLEGALLY CARRIED ON WITHIN THE WEBSITE WILL BE REPORTED TO THE APPROPRIATE FEDERAL, STATE OR LOCAL AUTHORITIES.
8. Third Party Content. The Website and Services contains Content provided by Users and third parties, and Transitioncafe does not control or verify such Content. Therefore, You agree that: (a) Transitioncafe is not responsible for any such Content, including advertising and information about third party products or services, event information, career advice, employer information, or interview and salary-related information provided by Users; (b) Transitioncafe makes no guarantees about the accuracy, currency, suitability, or quality of the information in such Content; and (c) Transitioncafe assumes no responsibility whatsoever for unintended, objectionable, inaccurate, misleading, or unlawful Content made available on the Website.
9. Grant of License. Transitioncafe, to the extent it has such rights, hereby grants to You a limited, revocable, non-sublicensable license to download, view, copy and print the Content on the Website solely for Your personal use in connection with using the Services and for no other purposes.
10. Third Party Links. This Website may be linked to other web sites that are not Transitioncafe sites (collectively, “Third Party Sites”). Certain areas of the Website may allow You to interact with such Third Party Sites and, in certain situations, You may be transferred to a Third Party Site through a link but it may appear that You are still on the Website. In any case, You acknowledge and agree that the Third Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Transitioncafe, and You further acknowledge and agree that Your use of such Third Party Sites is governed by the respective Third Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, user guides and privacy policies of any of Third Party Sites. Transitioncafe is providing links to the Third Party Sites to You as a convenience, and Transitioncafe does not verify, make any representations or take responsibility for such Third Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third Party Sites. YOU AGREE THAT Transitioncafe WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD PARTY WEB SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED to such third-party sites, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY. Any reference on the Website to any product, service, publication, institution, organization of any third party entity or individual does not constitute or imply Transitioncafe’S endorsement or recommendation.
11. Use of User Information. You will not use any information obtained from the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent.
12. Responsibilities Regarding User Provided Content. You are responsible for the information, opinions, evaluations, messages, comments, photos, videos, graphics, sounds and other content or material that You submit as part of User Provided Content. By submitting User Provided Content, You represent and warrant that (1) You are the sole author of the User Provided Content and owner of the intellectual property rights to such Content; (2) Your submission is accurate to the best of Your knowledge; and (3) You are not violating any confidentiality, non-disclosure, or contractual obligations You might have towards a third party. You may not submit any Content protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on You. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any User Provided Content that You provide. You have full responsibility for User Provided Content that You submit, including its legality, reliability and appropriateness.
13. Prohibited Content. You agree that You will not submit any Prohibited Content or use any Prohibited Content in connection with the Services. “Prohibited Content” is Content that: (i) is offensive, disparages, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or is pornographic or sexually explicit in nature; (ii) bullies, harasses or advocates stalking, bullying, or harassment of another person; (iii) involves the transmission of “junk mail,” “chain letters,” unsolicited mass mailing, or “spamming”; (iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) promotes, copies, performs or distributes an illegal or unauthorized copy of another person’s work that is protected by copyright or trade secret law, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated music, videos, or movies, or links to such pirated music, videos, or movies; (vi) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under eighteen (18); (vii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses and other harmful code; (viii) solicits passwords or personally identifying information for commercial or unlawful purposes from other Users; (ix) except as expressly approved by Transitioncafe, involves commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes; (x) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; (xi) posts or distributes information which would violate any confidentiality, non-disclosure or other contractual restrictions or rights of any third party, including any current or former employers or potential employers; or (xii) otherwise violates the terms of this Agreement or creates liability for Transitioncafe.
14. Violation of this Agreement. Any use of the Website or Services in violation of this Agreement may result in, among other consequences, termination of Your use of the Services. Transitioncafe has the right (but not the obligation) to review any Content and delete (or modify) any Content that in Transitioncafe’s sole discretion violates this Agreement or which is Prohibited Content, or may otherwise violate the rights, harm, or threaten the safety of any User or any other person, or create liability for Transitioncafe or any User. Transitioncafe reserves the right (but has no obligation) to investigate and take appropriate legal action in Transitioncafe’s sole discretion against You if You violate this provision or any other provision of this Agreement, including without limitation, removing Content from the Services or modifying it, reporting You to law enforcement authorities, and taking legal action against You.
15. Lawful Use. You will use the Website and Services in a manner consistent with any and all applicable laws and regulations and solely for lawful purposes. The Services are for the personal use of Users only.

16. Intellectual Property Infringement. Transitioncafe respects the intellectual property rights of others, and Transitioncafe asks Users to do the same. If You believe that Your work is the subject of copyright infringement and/or trademark infringement and appears on the Website, please provide Transitioncafe’s designated agent the following information:

    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    2. Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to permit Transitioncafe to locate the material.
    4. Information reasonably sufficient to permit Transitioncafe to contact You as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted.
    5. 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 and/or trademark owner, its agent, or the law.
    6. 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.

    Transitioncafe agent for notice of claims of copyright or trademark infringement on this Website can be reached as follows:

    _________________
    _________________
    _________________
    _________________

    Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

17. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. TRANSITIONCAFE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TRANSITIONCAFE MAKES NO PROMISES REGARDING RESULTS OF USING THE SERVICES AND TRANSITIONCAFE MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY APPLICATION THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
18. Assumption of Risk. YOU AGREE AND ACKNOWLEDGE THAT TRANSITIONCAFE MAKES NO WARRANTY REGARDING THE QUALITY OF GOODS OR SERVICES SOLD BY THIRD PARTY VENDORS THROUGH THIS WEBSITE. YOU UNDERSTAND THAT YOU ARE ASSUMING ALL RISK WHEN ENTERING INTO A TRANSACTION WITH A THIRD PARTY VENDOR, AND TRANSITIONCAFE ASSUMES NO LIABILITY WHATSOEVER REGARDING THE RESULTS OF SUCH TRANSACTION.
19. Limitation of Liability. YOU AGREE THAT THIS WEBSITE, TRANSITIONCAFE, ITS OWNERS, OFFICERS, AND EMPLOYEES SHALL IN NO WAY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY: YOUR USE OF OR INABILITY TO USE THE SERVICES; YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE CONTENT OR INFORMATION FOUND ON THIS WEBSITE; THE SAFETY OR SECURITY OF THE SERVICES; OR IN ANY OTHER WAY ARISING FROM THE SERVICES, EVEN IF TRANSITIONCAFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF THE SERVICES AND TO CEASE USING THE WEBSITE. IN NO EVENT SHALL TRANSITIONCAFE’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED $100.
20. Indemnification. You agree to indemnify and hold harmless this Website, Transitioncafe, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that You have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of this Agreement, or any other claim related to Your use of the Services.
21. Governing Law and Venue. Your use of the Website and this Agreement shall be governed by the laws of the State of Tennessee where permitted. Should a dispute arise concerning this Agreement or the breach of this Agreement by any party, such dispute shall be brought in a court of competent jurisdiction in Williamson County, Tennessee. To the extent permitted by law, You agree that You will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that You may have against Transitioncafe. You agree to the entry of injunctive relief to stop such a lawsuit or to remove You as a participant in the suit.
22. Attorneys’ Fees. In the event that Transitioncafe must bring legal action in order to enforce this Agreement or You bring legal action against Transitioncafe, and if Transitioncafe prevails, You shall pay Transitioncafe’s costs of litigation, including reasonable attorneys’ fees and court costs.
23. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You but may be assigned by Transitioncafe without restriction.
24. Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, governmental act, failures of common carriers (including Internet service providers), acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.