TERMS OF USE###

Please read these terms and conditions carefully before using this Site.

Date Modified: June 21, 2013

The services that Purple Binder, Inc. (hereinafter “Purple Binder,” “we,” and “us”) provides to you (“you” or “your”) are subject to the terms and conditions set forth herein (“Terms of Use”), which govern your access to and use of www.purplebinder.com (the “Site”). Purple Binder maintains this Site for information and communication purposes.

By using this Site, you signify your agreement with the Terms of Use. If you do not accept these Terms of Use, now or in the future, please stop your use of the Site immediately, in which case any continuing access or use of our Site is unauthorized.

CHANGES TO TERMS Purple Binder may, at any time, for any reason, make changes to (i) this Site, including its look, feel, format and content, as well as (ii) the products and/or services as described on this Site. Purple Binder may make such changes or modifications to the terms and conditions contained herein and your continued use of the Site following changes or modifications will constitute your acceptance of such changes or modifications. Purple Binder will provide a notice of such changes only by posting the updated Terms of Use on the Site and changing the “last updated” date listed above.

SCOPE OF USE Eligibility. To access or use the Site, you must be 18 years or older and have the requisite power and authority to enter into the Terms of Use.

Use of Services and Availability. Use of the Site is at your own risk, including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate, or objectionable. The Site may be subject to interruptions, loss of data, deletion of data and conditions that prevent the proper operation of the Site resulting from conditions or events outside the reasonable control of Purple Binder and for which Purple Binder will bear no responsibility. The Site may be modified, updated, suspended or discontinued at any time without notice or liability.

Creating an Account on our Site. If you create an account on our Site, you may only create and hold one account that you are solely responsible for managing. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person. If you violate any of these limitations we may terminate your account. If we terminate your account, you may not subscribe under a new account unless we formally invite you. If you commit fraud or falsify information in connection with your use of the Site or in connection with your Purple Binder account, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, to pursue legal action through relevant local and national law enforcement authorities and to notify your Internet Service Provider of any fraudulent activity we associate with you or your use of the Site.

Your Responsibilities. Purple Binder grants you the rights set forth herein, subject to the following conditions: * (a) You shall not modify, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the services provided on this Site; * (b) You may not access all or any part of the service and/or Site in order to build a product or service which competes with the service and/or Site; - (c) You shall not copy, store, reproduce, duplicate, transmit or distribute a significant portion of the content on this Site; - (d) You shall not obtain or attempt to obtain any data through any means from the Site, except if we intend to provide or make it available to you; - (e) You shall not copy or imitate part or all of the design, layout, or look-and-feel of the Site or individual sections of it, in any form or media; - (f) You are only authorized to view, use, copy for your records and download small portions of the content on the Site for your informational, non-commercial use; provided that you leave all copyright and other proprietary notices intact. - (g) You are responsible for the accuracy and quality of the data and content that you submit; - (h) You agree to act in accordance with all applicable laws, rules and regulations. - (i) You represent that you have the necessary permissions to use and authorize the use of User Content as described herein. - (j) You shall not submit content that is offensive, including without limitation, bigotry, racism, discrimination, hatred, or profanity; - (k) You shall not imply that User Content is in any way sponsored or endorsed by Purple Binder; - (l) You agree not to intentionally hold Purple Binder or their employees or directors up to public scorn, ridicule or defamation; - (m) You will not promote or provide information about illegal activities or physical harm or injury to any group, individual, institution or property; - (n) You will use commercially reasonable efforts to prevent unauthorized access to or use of the services and content provided on the Site, and to notify Purple Binder promptly of any such unauthorized access or use; and - (o) You shall not use the Site for any unlawful purpose or to violate any federal, state, international law, code of conduct or other guidelines which may be applicable to the Site or services provided.

Purple Binder shall not be subject to any obligations of confidentiality regarding any information or materials submitted online except as otherwise specified in the Terms of Use, or as set forth in any additional terms and conditions relating to specific products or services, or as otherwise required by law. The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Site without the prior written consent of Purple Binder is strictly prohibited.

SITE USE OUTSIDE DEFINED AREA The Site is directed to those individuals and entities located in the United States. It is not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Site and its content, including its products and services, are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorized to access or use any of the information on this Site. Those who choose to access this Site from other locations do so at their own risk and are responsible for compliance with applicable local laws.

PROPRIETARY RIGHTS AND LICENSES Reservation of Rights. The materials and content on this Site, as well as the organization and layout of this Site, are copyrighted and are protected by United States and international copyright laws and treaty provisions. Subject to the limited rights expressly granted hereunder, Purple Binder and/or its third party providers reserves all right, title and interest in and to the services and content, including all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

Right to Access and Use. Purple Binder hereby grants to you a right to access and use the Site in accordance with the Terms of Use.

User Content. You shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world in all User Content. You hereby grant Purple Binder a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use the User Content for any purpose. You further hereby irrevocably grant the other users of the services and Site, the right to access and use User Content in connection with their use of the Site and services in accordance with the Terms of Use. “User Content” means content, information and material that you submit or transmit to, through, or in connection with our services and the Site. For avoidance of doubt, User Content does not include content and information posted in the private binder notes section of the Site (“Binder Notes”). For avoidance of doubt, Purple Binder acquires no right, title or interest from you under this Agreement to any Binder Notes.

You further grant to Purple Binder a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Site any suggestions, enhancement requests, recommendation, correction or other feedback provided by you or others relating to the operation of the Site.

SPAMMING Gathering email addresses from Purple Binder through harvesting or automated means is prohibited. Posting or transmitting unauthorized or unsolicited advertising, promotional materials, or any other forms of solicitation to other users is prohibited.

INDEMNIFICATION AND WAIVER You shall indemnify, defend and hold harmless Purple Binder, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature (“Claim”) arising out of or in the relation to (i) your violation of any law or the rights of a third party (ii) any breach of this Terms of Use by you, your officers, agents, employees, contractors and/or representatives and (iii) your use of Purple Binder’s services and Site. You shall give prompt notice to Purple Binder upon your receipt of notice of any Claim against you which might give rise to a claim against Purple Binder.
You acknowledge and agree that by accessing or using the Site, you may be exposed to materials (including shared group content) from others that you may consider offensive, indecent or otherwise objectionable, and agree to accept that risk.

DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: THE SITE, AND ANY CONTENT, ARE PROVIDED BY PURPLE BINDER TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, ACCURACY, AND FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, ALL OF WHICH PURPLE BINDER EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, PURPLE BINDER AND ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; AND/OR (C) PURPLE BINDER WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE SITE OR ANY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PURPLE BINDER OR THROUGH OR FROM USE OF THEIR SERVICES AND/OR SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

LIMITATION OF LIABILITY YOUR USE OF THE SITE AND CONTENT IS AT YOUR OWN RISK. IN NO EVENT SHALL PURPLE BINDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENE), WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF PURPLE BINDER HAS BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY PURPLE BINDER ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, PURPLE BINDER’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN THE EVENT YOU ARE DISSATISFIED WITH THE SITE, RELATED SERVICES OR ANY OTHER GRIEVANCE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE THE RIGHT TO DISCONTINUE ACCESS TO, OR USE OF THE SITE AND SERVICES.

PURPLE BINDER’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR SERVICES IS LIMITED TO THE LESSER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO PURPLE BINDER IN CONNECTION WITH THE SITE IN THE SIX MONTH PERIOD PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.

LINKS This Site may provide links to various other independent third-party websites (“Linked Sites”) that may be of interest to you and for your convenience only. Purple Binder does not control or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy or reliability of any information, data, opinions, advice or statements contained within such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites at your own risk. Purple Binder reserves the right to terminate any link or linking program at any time. Purple Binder disclaims all warranties, express and implied, as to the accuracy, validity, and legality or otherwise of any materials or information contained on such Linked Sites. You may not link to this Website without our written permission. If you are interested in linking to this Site, please contact support@purplebinder.com.

SEPARATE AGREEMENTS You may have other agreements with Purple Binder. Such agreements are separate and in addition to the Terms of Use. The Terms of Use do not modify, revise or amend the terms of any other agreements you may have with Purple Binder.

DMCA COPYRIGHT POLICY AND COPYRIGHT AGENT Purple Binder respects the intellectual property rights of others and expects you to do the same. We reserve the right to terminate your account or any other user who infringes third-party copyrights. We will respond to clear notices of copyright infringement when you provide the following:
+ (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. + (ii) Identification of the copyrighted work claimed to have been infringed. + (iii) 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. + (iv) Information sufficient to permit Purple Binder to contact you, such as your physical address, telephone number, and, if available, an electronic mail address; + (v) A statement that the complaining party has 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. + (vi) 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. Contact information for Purple Binder’s DMCA Agent for notice of claims of copyright infringement is: Purple Binder, Inc. Attn: Copyright Agent, 318 W. Adams St, Suite 1600, Chicago IL 60606 (support@purplebinder.com)

MISCELLANEOUS If any provision or term of these Terms of Use shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted form them. These Terms of Use shall be governed in all respects by the laws of the State of Illinois, without reference to its choice of law rules. If an applicable law is in conflict with any part of the Terms of Use, the Terms of Use will be deemed modified to conform to the law and the other provisions will not be affected by any such modification.

Contact us: If you would like to request additional information regarding these Terms of Use, please contact us at support@purplebinder.com. Inquiries regarding a commercial relationship with Purple Binder should be directed to: membership@purplebinder.com.