Peapod Labs LLC. (“Peapod Labs,” “we,” “us”, “our”) provides www.peapodlabs.com (collectively, with the Information (as defined below), the “Network”) and Services (as defined below), subject to your agreement to abide by the terms and conditions set forth in this agreement (“Agreement”). This Agreement governs the relationship between Peapod Labs and you, our Network visitor (“you” or “your”), with respect to your use of the Network. It is important that you carefully read and understand the terms and conditions of this Agreement. By visiting or using the Network, including without limitation to (i) accessing, using, and/or downloading Information, (ii) sending messages, information, data, text, software or images, or other Information to the Netwok, or (iii) otherwise using, accessing or purchasing any Services, you agree on your own behalf, and on behalf of any person or entity on whose behalf you may act, to accept and abide by this Agreement. If you do not agree to these terms and conditions, please do not use the Network or any of the Services or Information.
We reserve the right at any time to:
change the terms and conditions of this Agreement; change the Network, including eliminating or discontinuing any Information or Services or other feature of the Network; change any prices, fees and charges associated with the Network, Information or Services; or deny or terminate your use of and/or access to the Network.
Any changes we make will be effective immediately upon our making such change(s) available on the Network or otherwise providing notice thereof. You agree that by entering, re-entering, or continuing to use the Network thereafter you accept such change(s). Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement.
1. Products, Services and Information Provided in Connection with the Network
1.1 Please note that any products and services made available on, by or through the Network (collectively, the “Services”), as well as any information provided on, by or through the Network or as part of or in connection with the Services or otherwise, including but not limited to data, text, software, images, audio and video clips, links and references (collectively, the “Information”), are provided for personal, non-commercial purposes only. You acknowledge and agree that the Information and Services are owned by Peapod Labs, its business partners, suppliers and/or licensors, as applicable, and are protected by intellectual property laws. You must retain all trademark, copyright and other proprietary notices on downloaded or printed Information, and any such downloads or copies are subject to the terms and conditions of this Agreement and shall remain the property of Peapod Labs and/or its licensors and/or suppliers. You should be aware that the Information and Services may be outdated and may contain errors, omissions, and inaccuracies (including errors, omissions and inaccuracies that result from inaccurate, outdated and/or incomplete information provided by you).
2. Limited Permitted Use of Information and Services
2.1 The downloading, printing and other use of the Information, and the provision of Services to you, is conditioned on your acceptance of any license agreement and/or other additional terms and conditions that are presented or provided in connection with any such Information or Services, including agreements of third parties. By acquiring or using such Information or Services, you agree to such terms and conditions. You may print or download a reasonable number of copies of any graphic or textual Information owned by Peapod Labs available for downloading on the Site. You may not download, copy or use any of the Information except as expressly authorized by this Agreement and, in any event, you may not distribute, modify, transmit or publicly display the Information without the written consent of Peapod Labs or, if so indicated in writing by Peapod Labs, its licensors or suppliers. You understand and agree that you may not authorize, encourage or allow any Information used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by any other party, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction and/or other use of them. You agree to advise Peapod Labs promptly of any such unauthorized use(s). You acknowledge and agree that Peapod Labs reserves the right to, and may, retain or delete the information, music, photos, video and other materials that you submit, at any time, in its sole discretion.
2.2 Peapod Labs’s Image Download Policy (the “Policy”) sets forth the conditions under which Peapod Labs fans may download graphics being offered on peapodlabs.com for download. By downloading images from the Network, you (“User”) acknowledge and agree to the following terms and conditions:
Peapod Labs characters are intellectual property of Peapod Labs LLC. (“Peapod Labs”), and the images are copyright by Peapod Labs. The graphics available for download (collectively “Downloads”) are provided under license from Peapod Labs for your personal, noncommercial use only. Specifically, you may:
Download one copy of any of the Downloads to a computer, cellular phone or personal digital assistant (PDA) for your personal, noncommercial use Transmit the Downloads via e-mail, texting, instant messaging, or other similar electronic communications.
User may not modify the images, text, software, or any other aspect of the Downloads in any way.
User may not delete, and must keep intact, all trademark and copyright notices associated with the Downloads.
The Downloads are for use solely by the intended immediate user and may not be sold, re-sold, leased, licensed, sub-licensed, or otherwise transferred to any third party, either in their present form or in any modified form.
3. Creating an Account
3.2 As part of the process of creating an account, you will be asked to select a username and password. We may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar, disrespectful, or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your password and agree not to transfer or resell your use of or access to the Network to any third party. You should never disclose your password to anyone else. If you have reason to believe that your account with us is no longer secure, you must immediately notify us of the problem by emailing us at email@example.com. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
4. Submissions and Postings
4.1 Peapod Labs cannot accept or consider creative ideas, suggestions, or materials, such as original artwork or ideas for characters, stories, products or games (collectively, “Submissions”) other than those we specifically request. If, despite our request that you not send such materials, you do send us Submissions, none of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Submissions. By submitting, sending, posting, displaying, performing and/or otherwise distributing Submissions to Peapod Labs, you hereby grant us and our designees a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation and without an obligation to report to the provider of the Submissions, and waive all moral rights (including any rights to attribution) that you may have in such Submissions. You further agree that we and our designees shall exclusively own all documents, works and other materials that incorporate all or part of any Submission(s).
4.2 You acknowledge and agree that other persons, including Peapod Labs employees and contractors along with others who have or will make Submissions, may have submitted or may submit in the future Submissions that are similar to the Submissions submitted by you. You acknowledge and agree that you will not receive any compensation because of Peapod Labs’ use of other similar Submissions. You agree that no confidential or fiduciary relationship is established between you and Peapod Labs as a result of your submission of the Submission. Peapod Labs has no obligation to use or distribute your Submissions. You also acknowledge and agree that, with respect to any portion of any of your Submissions that are not protectable, submission of the Submissions shall not be deemed to place Peapod Labs in any different position than members of the general public.
4.3 You represent and warrant to Peapod Labs that (a) the Submissions do not and will not infringe any rights of any third party(ies), and that the Submissions do not and will not libel, defame, or invade the rights (including, without limitation, the right of privacy or publicity) of any third party(ies); (b) all obligations relating to the Submissions have been satisfied, including, without limitation, those with and relating to artists and personnel, licenses, and laboratory and other contracts; (c) you have the right to enter into this Agreement and to grant the rights granted or agreed to be granted hereunder; and (d) you have made all necessary payments (and no additional payments are required to be made) to any and all guilds, unions, performing rights societies, bodies and/or groups representing actors, writers, directors, composers, musicians, artists, and other persons who participated in the production of the Submissions.
4.4 We have no obligation to monitor the Network or any Submissions, postings or other materials that you or other third parties transmit or post on the Network. You acknowledge and agree that we have the right (but not the obligation) to monitor the Network and the materials you transmit or post; to alter or remove any such materials; to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Network properly; to protect ourselves, our sponsors and our members and visitors; and to comply with legal obligations or governmental requests. The information and opinions posted in materials on the Site are not necessarily those of Peapod Labs or its affiliates, and Peapod Labs makes no representations or warranties regarding such posted materials. We neither endorse nor are responsible for messages or statements, or for any opinion, advice, information or other utterance made or displayed on the Network or Forums by third parties, whether such third parties are visitors to the Network, members of the Network or others. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages or for any results obtained from the use of such information. Under no circumstances will we or our suppliers or agents be liable for any loss or damage caused by your reliance on such information obtained through the Site.
5. Code of Conduct
You agree not to:
6.1. restrict or inhibit any other visitor from using the Network, including, without limitation, by means of “hacking” or defacing any portion of the Network;
6.2. express or imply that any statements you make are endorsed by us, without our prior written consent;
6.3. transmit (a) any content or information that is unlawful, fraudulent, deceptive, threatening, abusive, vulgar, derogatory, sexist, racist, hateful, harassing, libelous, defamatory, obscene, indecent, pornographic, sexually explicit, blasphemous, harmful, invasive of the privacy rights of others, or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us);
6.4. engage in spamming or flooding;
6.5. upload any Submission that contains any virus, worm or other files, scripts or programs designed to damage or allow unauthorized access to the Service or Network;
6.6. use the Network, Information or Services in any manner that is unlawful, including accessing the Network, Services and/or Information from any location where such access may be illegal or otherwise prohibited;
6.7. modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Network or Information;
6.8. remove any copyright, trademark or other proprietary rights notices contained in or on the Information, Network or Services;
6.9. “frame” or “mirror” any part of the Network without our prior written authorization;
6.10. link to any page or content on any web site other than the Network;
6.11. use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Network or its contents;
6.12. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Submission; and/or
6.13. harvest or collect information about Network visitors or members without their express consent.
When using the Network, Information or Services, you agree to comply with all applicable laws, rules and regulations.
7. Ownership and Restrictions
7.1 The Network is owned and operated by Peapod Labs in conjunction with others pursuant to contractual arrangements, and the Information and Services (and any intellectual property and other rights relating thereto) are and will remain the property of Peapod Labs and its licensors and suppliers. The Information and Services are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. Except as set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile or disassemble any part of the Network or any Service or Information without our prior written permission. The Information, Network and Services may be used solely (a) to the extent permitted in this Agreement or (b) as expressly authorized in writing by Peapod Labs or, if so indicated in writing by Peapod Labs, its licensors or suppliers. Use of the Network or any Services or Information for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Network or any Services or Information.
7.2 The trademarks, logos, and service marks displayed on the Network (collectively the “Trademarks”) are the registered and unregistered trademarks of Peapod Labs, our licensors and suppliers, and others. Nothing contained on the Network should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of Peapod Labs, our licensors or suppliers, or the third party owner of any such Trademark and use of the Trademarks is expressly prohibited.
8. Claims of Copyright Infringement
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Peapod Labs infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a)a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b)identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c)identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Peapod Labs to locate the material on the Network; (d)the name, address, telephone number and email address (if available) of the complaining party; (e)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; and (f)a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Peapod Labs a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to the Site should be sent to:
By mail to:
Copyright Designated Agent
c/o Peapod Labs LLC
350 N La Salle 4th Floor
Chicago, IL 60610
By email to: firstname.lastname@example.org
We suggest that you consult your legal advisor before filing a notice or counter-notice.Also, be aware that there can be penalties for false claims under the DMCA.
9. Rules for Sweepstakes, Contests and Games
This Agreement shall remain effective until terminated in accordance with its terms. Either party may terminate this Agreement immediately upon notice to the other party. In addition, we reserve the right to immediately terminate this Agreement, and/or your access to and use of the Network, or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, your right to use the Network shall immediately cease, and you shall destroy all copies of information that you have obtained from the Network, whether made under the terms of this Agreement or otherwise. All disclaimers and all limitations of liability and all Peapod Labs rights of ownership shall survive any termination.
11.1 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW: (A) THE NETWORK (INCLUDING ALL INFORMATION) AND THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; AND (B) PEAPOD LABS AND ITS AFFILIATES, AGENTS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “PEAPOD LABS’ REPRESENTATIVES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE INFORMATION AND SITE IS CURRENT AND/OR UP-TO-DATE. PEAPOD LABS AND PEAPODLABS’ REPRESENTATIVES DO NOT WARRANT THAT THE INFORMATION, NETWORK OR SERVICES, NOR YOUR USE OF THE FOREGOING, WILL BE COMPLETE, ACCURATE, CURRENT, RELIABLE, UNINTERRUPTED, ERROR-FREE OR SECURE, NOR THAT DEFECTS WILL BE CORRECTED, NOR THAT THE NETWORK OR THE SERVER(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE NETWORK, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE NETWORK AND/OR SERVICES AND/OR INFORMATION AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF PEAPOD LABS OR ANY OF PEAPOD LABS’ REPRESENTATIVES, WHETHER MADE ON OR IN CONNECTION WITH THE SITE OR SERVICES OR INFORMATION SHALL CREATE ANY WARRANTY.
11.2 Some states and provinces do not allow the disclaimer of implied warranties of merchantability and fitness for a particular purpose, so the above disclaimers or exclusions may not apply to you. In the event that applicable law imposes implied warranties on the Services or Information notwithstanding the foregoing, such implied warranties shall not have a duration greater than one year from the relevant purchase or access date; shall terminate automatically at the end of such period; and shall be disclaimed and excluded to the fullest extent permitted by law.
11.3 PEAPOD LABS AND PEAPOD LABS ‘ REPRESENTATIVES ARE UNDER NO OBLIGATION TO VERIFY THE IDENTITY OF USERS OF THE NETWORK, SERVICES AND/OR INFORMATION. PEAPOD LABS AND PEAPOD LABS ‘ REPRESENTATIVES DO NOT CONTROL THE MATERIALS POSTED OR SUBMITTED TO THE NETWORK AND/OR THE SERVICES BY PERSONS OTHER THAN THEMSELVES AND DO NOT MONITOR, SCREEN, POLICE OR EDIT THOSE MATERIALS FOR COMPLIANCE WITH APPLICABLE LAWS OR THESE TERMS AND CONDITIONS. YOU MAY FIND SOME OF THE MATERIALS POSTED BY OTHER USERS TO BE OFFENSIVE, HARMFUL, INACCURATE OR DECEPTIVE. YOU SHOULD USE CAUTION AND COMMON SENSE WHEN USING THIS WEB SITE.
11.4 THROUGH YOUR USE OF THE NETWORK, SERVICES AND/OR INFORMATION, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH THIRD PARTIES. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. PEAPOD LABS’ REPRESENTATIVES ARE NOT PARTIES TO ANY SUCH TRANSACTIONS AND DISCLAIM ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.
11.5 A possibility exists that unauthorized alterations could be made by third parties to the Information, Network and/or Services. In the event that a situation arises in which the completeness or correctness of the Network or Information and Services is in question, please contact us at email@example.com with, if possible, a description and location of the material to be checked, as well as information sufficient to enable us to contact you.
11.6 YOU MAY ALSO HAVE OTHER RIGHTS UNDER APPLICABLE LAW WHICH VARY FROM STATE TO STATE
12. Limitation of Liability
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER PEAPOD LABS NOR ANY OF PEAPOD LABS’ REPRESENTATIVES, NOR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE NETWORK, INFORMATION, SERVICES AND/OR ANY LINKED SITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THIS NETWORK, THE INFORMATION, SERVICES, OR ANY LINKED SITE IS TO STOP USING THE NETWORK, SERVICE, OR LINKED SITE, AS APPLICABLE. PEAPOD LABS’ SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR RELATING IN ANY MANNER TO THE NETWORK, INFORMATION AND/OR SERVICES, SHALL BE THE TOTAL AMOUNT PAID BY YOU FOR USE OF THE NETWORK, INFORMATION AND/OR SERVICES. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to fully indemnify, defend and hold Peapod Labs, any of Peapod Labs’ representatives, and their directors, officers, employees, consultants and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, (b) any allegation that any Submissions or other materials you submit to us or transmit to the Site infringe or otherwise violate the copyright, patent, trademark, trade secret or other intellectual property or other rights of any third party, and/or (c) your activities in connection with the Site.
14. Jurisdictional Issues
The Information, Network and Services are solely directed to individuals residing in the United States or Canada; and no individual located outside the United States or Canada shall have any right to access or use this Network or obtain any of the Services or Information at any time. We make no representation that the Information, Network or Services are appropriate or available for use in other locations. Those who choose to access the Network from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
16. Ability To Contract
You affirm that you are at least 18 years of age, are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
17. Contacting Peapod Labs Regarding the Network
Should you have any questions, comments or complaints regarding this Agreement or the Site, please contact us at:
Peapod Labs LLC
350 N La Salle 4th Floor
Chicago, IL 60610
18. Notice for California Users
Under California Civil Code Section 1789.3, California Network users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
19. Choice of Language
The parties to this agreement have expressly requested and required that this agreement and all other related documents, be drawn up in the English language.