1. Description of Service
DEMA is providing Members with a network to communicate with other Members and tips for maintaining a home. Member must provide (1) all equipment necessary for their own Internet connection, including computer and modem and (2) provide for Member's access to the Internet, and (3) pay any fees relate with such connection.
2. Disclaimer of Warranties.
The site is provided by Domestic Estate Managers Association, LLC on an "as is" and on an "as available" basis. To the fullest extent permitted by applicable law, DEMA makes no representations or warranties of any kind, express or implied, regarding the use or the results of this web site in terms of its correctness, accuracy, reliability, or otherwise. DEMA shall have no liability for any interruptions in the use of this Website. DEMA disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, therefore the above-referenced exclusion is inapplicable.
3. Limitation of Liability
Domestic Estate Managers Association, LLC SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR DEMA SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THIS WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF DEMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS IN APPLICABLE.
Member agrees to indemnify and hold DEMA, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of Member's use of the Service, the violation of this Agreement, or infringement by Member, or other user of the Service using Member's computer, of any intellectual property or any other right of any person or entity.
5. Members Account
All Members of the Service shall receive a password and an account. Members are entirely responsible for any and all activities which occur under their account whether authorized or not authorized. Member agrees to notify DEMA of any unauthorized use of Member's account or any other breach of security known or should be known to the Member. Member's right to use the Service is personal to the Member. Member agrees not to resell or make any commercial use of the Service without the express written consent of DEMA.
6. Modifications and Interruption to Service
DEMA reserves the right to modify or discontinue the Service with or without notice to the Member. DEMA shall not be liable to Member or any third party should DEMA exercise its right to modify or discontinue the Service. Member acknowledges and accepts that DEMA does not guarantee continuous, uninterrupted or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
7. Third-Party Sites
8. Disclaimer Regarding Accuracy of Vendor Information
Product specifications and other information have either been provided by the Vendors or collected from publicly available sources. While DEMA makes every effort to ensure that the information on this website is accurate, we can make no representations or warranties as to the accuracy or reliability of any information provided on this website.
DEMA makes no warranties or representations whatsoever with regard to any product provided or offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk.
9. Governing Jurisdiction of the Courts of Michigan
10. Compliance with Laws.
Member assumes all knowledge of applicable law and is responsible for compliance with any such laws. Member may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
11. Copyright and Trademark Information
All content included or available on this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is ©2008 www.domesticmanagers.com, will all rights reserved, or is the property of DEMA and/or third parties protected by intellectual property rights. Any use of materials on the website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of DEMA is strictly prohibited. Members agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of DEMA.
Domestic Estate Managers Association, LLC™ and www.domesticmanagers.com™ are proprietary marks of www.domesticmanagers.com. DEMA's trademarks may not be used in connection with any product or service that is not provided by DEMA, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits DEMA.
All other trademarks displayed on www.domesticmanagers.com website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the web sites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with DEMA.
12. Notification of Claimed Copyright Infringement
Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, www.domesticmanagers.com designates the following individual as its agent for receipt of notifications of claimed copyright infringement.
Domestic Estate Management Association, LLC
7552 Municipal Drive
Orlando, FL 32819
By Telephone: 1-407-930-8971
DEMA retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, DEMA reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion.
14. Other Terms
CONFIDENTIALTY & NON-DISCLOSURE/NON-COMPETE AGREEMENT
This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is made by and between Domestic Estate Managers Association, LLC, a Michigan limited liability DEMA having its principal place of business at 18530 Mack Ave., Grosse Pointe Farms, MI 48236 (“DEMA”) and all members.
a. As used in this Agreement, "Confidential Information" includes, without limitation, information in tangible or intangible form relating to and/or including the DEMA's pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, vendor lists, member lists, estate manager lists, contracts/agreements, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary and confidential to DEMA. Confidential Information shall also include any information designated with a “confidential,” “proprietary” or similar ledged.
Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Recipient’s breach of any obligation owed Company; (ii) became known to Recipient prior to Company’s disclosure of such information to Recipient’s pursuant to the terms of this Agreement; (iii) became known to Recipient from a source other than Company other than by the breach of an obligation of confidentiality owed to Recipient; (iv) is independently developed by Recipient; or (v) is disclosed pursuant to a judicial or other governmental order, provided that Recipient either (i) gives DEMA reasonable notice prior to such disclosure to allow DEMA a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.
b. An “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party. Prior to the time that any Confidential Information is shared with an Affiliate who has not signed this Agreement, the Recipient that executed this Agreement below shall have entered into an appropriate written agreement with that Affiliate sufficient to enable DEMA and/or the Recipient to enforce all of the provisions of this Agreement against such Affiliate.
2. Nondisclosure and Nonuse Obligations. Recipient will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to DEMA, whether or not in written form. Recipient agrees that Recipient shall treat all Confidential Information of DEMA with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its own confidential information. If Recipient is not an individual, Recipient agrees that Recipient shall disclose Confidential Information only to those of its employees who need to know such information, and certifies that such employees have previously signed a copy of this Agreement.
3. Survival. This Agreement shall govern all communications between the parties. Recipient understands that its obligations under Paragraph 2 ("Nondisclosure and Nonuse Obligations") shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, Recipient will promptly deliver to DEMA, without retaining any copies, all documents and other materials furnished to Recipient by DEMA.
4. Injunctive Relief. A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to DEMA for which there will be no adequate remedy at law, and DEMA shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).
a. All Confidential Information is and shall remain the property of DEMA. By disclosing Confidential Information to Recipient, DEMA does not grant any express or implied right to Recipient to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. DEMA reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein.
b. This Agreement sets forth all the covenants, promises, agreements, conditions and understandings between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous non-disclosure agreements or communications and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth.
c. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that neither party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other party. Any attempted assignment in violation of this Section shall be void.
d. In the event either party defaults in its obligations under the terms of this Agreement, the defaulting party shall be liable to the other party for any costs incurred by such other party, including, without limitation, all reasonable attorneys' fees and court costs, disbursements and other expenses incurred by such other party arising out of such default or the enforcement of this Agreement.
e. This Agreement may not be amended, revoked, changed or modified except by prior written agreement executed by all Parties.
f. No waiver of any provision of this Agreement will be valid unless in writing and signed by the party against whom such waiver is charged. The waiver by either party of any breach of any term, covenant or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of this Agreement nor shall any waiver authorize the nonobservance of any other occurrence of the same or of any other covenant or condition thereof.
g. The paragraph headings are included solely for convenience and shall in no event affect, or be used in connection with, the interpretation of this Agreement and do not modify the provisions contained in the sections. If there are any disputes regarding the construction of this Agreement or any of its provisions, ambiguities or questions of interpretation will not be construed more in favor of one party than the other; rather, questions of interpretation will be construed equally as to each party.
h. The Parties represent and acknowledge that they have had full opportunity to seek the legal advice of the attorney of their choice, have relied upon the legal advice of their attorney, and that the terms of this Agreement have been completely read and explained to them by their attorney, and that those terms are fully understood and accepted by them.
i. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
j. This Agreement is subject to and to be construed and controlled by the laws of the State of Michigan, without regard to conflict-of-law principles. Recipient waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.