Terms of Use

Last Updated: June 12, 2009

Welcome to a Stumptown Publishing website (the "Site") provided by Portland Publications, LLC, an Oregon limited liability company doing business as Stumptown Publishing ("Stumptown"). Any person who wishes to access the Site to submit, review, browse, retrieve, crawl or scrape any content or to otherwise use any services or offerings made available through the Site (collectively, the "Services") must accept the terms and conditions of these Terms of Service (this "Agreement") without change.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU ACCESS THE SITE OR USE THE SERVICES. BY ACCESSING THE SITE TO SUBMIT, REVIEW, BROWSE, RETRIEVE, CRAWL OR SCRAPE ANY CONTENT OR TO OTHERWISE USE ANY SERVICES, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, INCLUDING ANY MATERIALS AVAILABLE ON THE SITE INCORPORATED BY REFERENCE HEREIN, INCLUDING, WITHOUT LIMITATION, THE PRIVACY POLICY DESCRIBED IN SECTION 7 BELOW. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES AND YOU SHOULD IMMEDIATELY DISCONTINUE USE OF THE SITE AND SERVICES.

Stumptown reserves the right to change any of the terms and conditions contained in this Agreement, including the Fees (as defined below) and Services, or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. While we will endeavor to provide direct notice to you of any changes, you are responsible for periodically checking the Site to determine if any changes have been made and we are not liable for your failure to do so or our failure to provide such direct notice to you. In addition, Stumptown may add additional terms and conditions that pertain to any specific Service by posting notice of such terms and conditions within applicable portions of the Site. Your continued use of the Site and the Services following any revision to this Agreement will constitute your acceptance of the changes or modifications to the Agreement. If you do not agree to any changes to this Agreement, do not continue to use the Services or this Site.

Section 1 — Definitions. Capitalized terms shall have the meanings set forth below unless defined elsewhere in this Agreement:

1.1: "Additional Functionality" means the additional Services, if any, available on the Site upon your request, as more specifically described on the Site, including without limitation any additional functionality for which Fees are charged or User registration is required. Unless otherwise expressly provided herein, the Services shall include the Additional Functionality which is effectively requested by you in accordance with provisions in this Agreement.
1.2: "Content" means all materials displayed or performed on the Site, including, but not limited to text, graphics, news articles, photographs, images, illustrations, audio clips and video clips. For purposes of clarification, User reviews and promotional materials shall be deemed Content.
1.3: "Fee" means the periodic fee business Members (and not personal Members) agree to pay for access to and use of any requested Additional Functionality, as such may from time to time be established and/or adjusted by Stumptown, in its sole discretion, and posted on the Site.
1.4: "Member" means a User that has registered for either a personal or business account, as further described in Section 4 below.
1.5: "Proprietary Rights" means all patents, patent applications, mask works, copyrights, moral rights, trade secrets, know-how and other proprietary rights.
1.6: "Submitted Content" means any Content that you submit to the Site in the course of using the Services.
1.7: Term means the term any Additional Functionality purchased by a Member for the applicable Fee, as more specifically described on the Site.
1.8: "User" means a person that is authorized to use the Services or the Site under the terms of this Agreement, including Members and Visitors.
1.9: "Visitor" means an unregistered User, as further described in Section 4 below.

Section 2 — Description of Services. Pursuant to the terms and conditions of this Agreement, Stumptown will use commercially reasonable efforts to make the Additional Functionality available to Members during the applicable Term. Subject to the foregoing, you understand and agree that the Services and Additional Functionality are provided "AS IS" and "AS AVAILABLE" and that Stumptown assumes no responsibility for the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Services, Additional Functionality or any Content or personalization settings. The Services are available for your own use only, and not for the use or benefit of any third party. You are responsible for obtaining and maintaining any equipment or ancillary services needed to access the Site or otherwise use the Services and Additional Functionality, including, without limitation, modems, hardware, software, and long distance or local telephone service and any fees associated therewith. You are also responsible for ensuring that such equipment or ancillary services are compatible with the Services and Additional Functionality.

Section 3 — Site Registration. Certain Services, including any Additional Functionality, are only available for use by Members. To become a Member, you are required to create either a personal or business account, and provide certain information about yourself to us. Personal accounts may be used solely for your personal, non-commercial use. Business accounts may be established solely by an authorized representative of such business and may be used for commercial purposes. You are responsible for all activities that occur in connection with your account. We reserve the right to close your account at any time for any or no reason.

Section 4 — Eligibility & Registration Data. Use of the Site and the Services is limited to Users that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not use the Services without the consent of their parent or legal guardian. You hereby represent to Stumptown that you (i) are not a minor or are at least over the age of thirteen (13) and have obtained the consent of your parent or legal guardian and (ii) may otherwise enter into and form binding contracts under applicable law.

You also agree to: (a) provide true, accurate, current and complete information about yourself and your Stumptown account, if applicable, as prompted by the Site's registration form, which may include name, email address, street address, telephone number, and, if applicable, additional billing and credit card information and any Additional Functionality if desired (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Stumptown has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Stumptown has the right to suspend or terminate your account and refuse you any and all current or future use of the Services (or any portion thereof).

Section 5 — Additional Functionality License Grant and General Restrictions. If applicable, Stumptown hereby grants you a limited, non-exclusive, non-transferable right to access and use for your own benefit the Additional Functionality solely during the applicable Term, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Stumptown. You may not access the Services if you are a competitor of Stumptown or for purposes of monitoring the availability, performance or functionality of the Services, or for any other benchmarking or competitive purpose. You also agree not to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Site or the Services in any way, including, without limitation, providing your User ID (as defined below) and password to any third party to allow such party to access and use the Services; (b) modify or make derivative works based upon the Site or the Services; (c) create Internet "links" to the Site or "frame" or "mirror" any portion of the Site on any other server or wireless or Internet-based device; or (d) reverse engineer or access the Site or the Services in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Site or Services.

Section 6 — Account, User ID, Password and Security. You will establish a password and user name (a "User ID") designation upon completing the registration process. Your User ID is for your personal use only and you may not allow any other party to use your User ID. You are responsible for maintaining the confidentiality of your password, and are fully responsible for all activities that occur under your User ID. You agree to immediately notify Stumptown of any unauthorized use of your password or User ID or any other breach of security of which you are aware. Stumptown is not liable for any loss or damage arising from your failure to comply with this Section 6. You agree not to create multiple User IDs in an effort to obtain multiple rights to use the Service.

Section 8 — Proprietary Rights; Submitted Content. Stumptown shall own all right, title and interest, including all related Proprietary Rights, in and to all of Stumptown's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Stumptown in providing the Site and Services, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Site or Services. The trademarks and service marks and other Stumptown logos and product and service names are trademarks of Stumptown (the "Stumptown Marks"). Without Stumptown's prior written permission, you agree not to display or use in any manner, the Stumptown Marks

Stumptown does not claim ownership of any Submitted Content. You, and not Stumptown, shall have sole responsibility for backing up any Submitted Content and for the accuracy, quality, integrity, legality, reliability, appropriateness and Proprietary Rights or right to use all Submitted Content, and Stumptown shall not be responsible for the deletion, correction, destruction, damage, loss or failure to store any Submitted Content. However, with respect to any Submitted Content, all Users grant Stumptown a worldwide, royalty-free, non-exclusive, perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Submitted Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed on the Site solely for the purposes of providing and promoting the Services.

Stumptown reserves the right to withhold, remove or discard Submitted Content without notice for any reason. Upon a termination of this Agreement by Stumptown for any reason, your right to access or use Submitted Content immediately ceases, and Stumptown shall have no obligation to maintain or forward any Submitted Content. Stumptown shall not be liable or responsible for any losses or damages caused by removal or deletion of Submitted Content.

For purposes of clarification, User reviews or promotions do not reflect the views of Stumptown or its affiliates and Stumptown does not assume any responsibility or liability for any such User reviews or promotions or for any claims, damages or losses resulting from any use of the Site or Services or the materials contained therein.

Section 9 — User Conduct. You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Stumptown, are entirely responsible for all Content that you upload, post, transmit, or otherwise make available via the Site or Services. Stumptown does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity, or quality of such Content. You understand that by using the Services, you may be exposed to third party Content that is offensive, indecent, or objectionable. Under no circumstances will Stumptown be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Site or the Services.

You agree to not use the Services to:

a.: upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b: harm minors in any way;
c.: forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
d.: upload, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
e.: upload, post, transmit or otherwise make available any Content that infringes the Proprietary Rights of any party;
f.: upload, post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials or any other form of solicitation;
g.: upload, post, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
h.: interfere with or disrupt the Site or the Services or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
i.: intentionally or unintentionally violate any applicable local, state, national or international law;
j: collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through i above; and/or
k: do anything that Stumptown determines inappropriate

You acknowledge and agree that Stumptown and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. You acknowledge, consent and agree that Stumptown may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of this Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Stumptown, its users and the public.

Section 10 — Third Party Interactions; Stumptown's Role as Publisher. During your use of the Services, you may enter into correspondence or agreements with, purchase goods and/or services from, or participate in promotions of other third parties. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. Stumptown shall not be liable or responsible for any losses or damages caused by such activity.

If you are a business or merchant making an offer, coupon, promotion or similar marketing or advertisement on the Site, you hereby represent and warrant that (i) all related information you make available to Users is true, accurate, current and complete in all respects, (ii) you have the legal right to conduct such activity and (iii) you will honor all such offers, coupons, promotions or similar marketing or advertisements with respect to all Users to the fullest extent according to the terms made available on the Site, regardless of whether you later modify or rescind such terms.

You hereby agree and understand that Stumptown is merely a publisher of information. Any offer, coupon, promotion or similar marketing or advertisement is offered solely by the independently owned and operated merchant. Any statement or representation of any of the independently owned and operated merchants are made exclusively by the specific merchant and any complaint or claim must be made against that merchant and not Stumptown. In the event you discover any offer, coupon, promotion or similar marketing or advertisement that is in any way inaccurate or not what you expected from said offer of merchant please contact Stumptown in writing. In such event, Stumptown will attempt to relay information to the applicable merchant. Stumptown is not a mediator and shall have no obligation to take any action or omission. You hereby agree and understand that the Proprietary Rights of each merchant offering a promotion, coupon or advertisement are the respective rights of that specific merchant and that you shall have no right or claim to such rights.

Section 11 — Fees and Billings. During the applicable Term, you agree to pay all Fees associated with the Additional Functionality. You will generally be billed periodically, in advance, for all Fees, however, your first bill may include pro-rated charges from the effective date of such Additional Functionality. You must provide Stumptown with valid credit card and/or other information required during the registration process and Stumptown will charge your credit card for all Fees accordingly. Unless you terminate your account in accordance with Section 13 below, you are responsible for all Fees and Stumptown will continue to bill you (and charge your credit card) periodically in advance for such Fees. ALL FEES ARE NONREFUNDABLE.

Stumptown reserves the right at any time to charge additional Fees for access to any Additional Functionality. Stumptown reserves the right to change the amount of, or basis for determining, any Fees for the Additional Functionality, and to institute new Fees effective upon at least thirty (30) days prior notice to you. Stumptown reserves the right to offer special offers of the Additional Functionality and to provide the Additional Functionality at no charge for promotional reasons or otherwise (such as a free trial).

Section 12 — Non-Payment and Suspension. Your right to use the Site and Services is subject to any limits established by Stumptown or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned to Stumptown for any reason, including chargeback, Stumptown reserves the right to either suspend or terminate your access and account, thereby terminating this Agreement and all obligations of Stumptown hereunder. If you have a balance due on your Stumptown account, you agree that Stumptown can charge these unpaid Fees to your credit card. In cases where you fail payment under this Agreement, you shall bear default interest after the due date at the rate of 18% per year or the highest amount permitted by applicable law (whichever is less), which shall be calculated on a per diem basis of a year of 365 days.

Section 13 — Termination; Survival. Stumptown may terminate or suspend your account or ability to use the Site and Services, in whole or in part, at Stumptown's sole discretion, for any or no reason, and without notice or liability of any kind. For example, Stumptown may terminate or suspend any and all Services and your access to the Site immediately, without prior notice or liability, if you fall under any of the following items:

1.: You breach any of the provisions in this Agreement;
2: You become insolvent, or an application for a proceeding for the bankruptcy or other similar proceeding has been instituted by you or against you;
3.: Your entity dissolves, liquidates, is wound-down, ceases to do business, sells or disposes of all or substantially all of its assets or is acquired (by sale of stock or otherwise);
4.: Stumptown determines that continuation of the Services for you is not permitted by applicable law or is otherwise inappropriate.

Upon termination of your account, your right to access the Site and use the Additional Functionality will immediately cease. Sections 7, 8, 11, 12, 15 through 19 and 22 shall survive termination of this Agreement for any reason; provided, however, that Section 11 and 12 shall survive if and to the extent that any Fee or default interest remains unpaid.

Section 14 — Technical Support Services. Technical support services may be available during the applicable Term, in Stumptown's sole discretion, and the terms and conditions of any such services shall become effective upon posting of the applicable revision to this Agreement and a notice on the Site.

Section 15 — Links. The Site may provide, or third parties may provide, links to or portions of other World Wide Web sites or resources. Because Stumptown has no control over such sites and resources, you acknowledge and agree that Stumptown is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Stumptown shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

Section 16 — Indemnity. You agree to indemnify and hold Stumptown, and its subsidiaries, affiliates, shareholders, officers, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Submitted Content you submit, post, transmit or make available through the Services, your use of the Services, your access to the Site, your violation of this Agreement, including, without limitation, the restrictions in Section 9 above, or your violation of any applicable law or infringement of any intellectual property or other right of any other person or entity.

Section 17 — Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a): YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. STUMPTOWN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b): STUMPTOWN MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, AVAILABLE, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
(c): ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d): STUMPTOWN MAKES NO WARRANTY THAT ANY OF YOUR SUBMITTED CONTENT WILL NOT BE LOST OR BECOME UNRETRIEVABLE. FOR THIS AND OTHER REASONS, YOU ACKNOWLEDGE AND UNDERSTAND THE IMPORTANCE OF BACKING UP ALL SUBMITTED CONTENT AND FILES TO ANOTHER STORAGE MECHANISM PRIOR TO USE OF THE SERVICES. YOU UNDERSTAND AND ACCEPT THE RISKS IF YOU DECIDE NOT TO BACK UP SUBMITTED CONTENT AND FILES. NEITHER STUMPTOWN NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY SUBMITTED CONTENT, FILES OR DATA.

Electronic Communications Privacy Act Notice (18USC 2701-2711): STUMPTOWN MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEB SITE LINKED TO THE SITE. Stumptown will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Stumptown's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Services.

Section 18 — Internet Delays. The Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Stumptown is not responsible for any delays, delivery failures, or other damages resulting from such problems, including, without limitation, problems in the transmission of data between the Site and your web browser.

Section 19 — Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT STUMPTOWN SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF STUMPTOWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Section 20 — No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.

Section 21 — Notice and Procedure For Making Infringement Claims. Stumptown respects the intellectual property of others, and we ask our Users to do the same. Stumptown may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Users who may be infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Stumptown's Copyright Agent the following information:

1.: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2: a description of the copyrighted work or other intellectual property that you claim has been infringed;
3.: a description of where the material that you claim is infringing is located on the Site;
4.: your address, telephone number, and email address;
5.: a 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; and
6.: a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Stumptown's Copyright Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

Attn: Legal support, DMCA Notices
Stumptown Publishing
909 N. Beech Suite 217
Portland, Oregon 97227

Section 22 — General Information.

22.1: Entire Agreement. This Agreement, inclusive of the Privacy Policy, constitutes the entire agreement between you and Stumptown and governs your use of the Services, superseding any prior agreements between you and Stumptown with respect to the Site and the Services.
22.2: Choice of Law and Forum. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Oregon, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Venue in any suit or action between the parties arising out of or relating to the Agreement shall be in either the Circuit or District Court for Multnomah County, Oregon or the United States District Court for the District of Oregon in Portland, Oregon.
22.3: Waiver and Severability of Terms. The failure of Stumptown to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
22.4: Assignment. This Agreement is not assignable, transferable or sublicensable by you except with Stumptown's prior written consent. Any attempt to assign or transfer in violation of the foregoing shall be null and void. Stumptown shall be entitled to transfer this Agreement and/or any rights and obligations under this Agreement for any reason including, without limitation, in connection with the acquisition of all or substantially of its capital stock or assets, whether by merger, operation of law or otherwise.
22.5: Force Majeure. Stumptown shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Stumptown's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference), fire, power cut, hacking, attack of computer virus, earthquake, flood, war, embargo, strike, riot, inability to secure materials and transportation facilities, or the intervention of any governmental authority.
22.6: Confidentiality. "Confidential Information" referred to in this Section includes any and all information relating to technologies, business, operation, finance, organization or others provided or disclosed by Stumptown to you in writing, orally, through recording media or in any manner in the transactions under this Agreement. Confidential Information shall not include information which (i) is already publicly known or known to you prior to the provision or disclosure; (ii) is or becomes publicly known through no wrongful act of you; (iii) is rightfully received by you from an authorized third party without any obligation of confidentiality; or (iv) is approved by written authorization of Stumptown. You shall not use Confidential Information beyond the purposes of this Agreement, and shall not, without prior written consent of Stumptown, disclose or divulge Confidential Information to any third party. You shall promptly return to the Stumptown, destroy or otherwise dispose of Confidential Information, documents and recording media containing Confidential Information, and copies thereof in accordance with Stumptown's instruction, upon the termination of this Agreement or Stumptown's request at any time.

Last Updated: June 12, 2009