Coliibri

Thank you for visiting Coliibri.com (the “Website”). The Website is operated by Coliibri, LLC (“Company”), and offers Website users (“you” or “users”) resources for social networking and content creation and collaboration. We prepared this Terms of Use Agreement (“Agreement”) to help explain the terms that apply to your use of the Website whether you simply view the Website or participate in the interactive features on the Website.

This Agreement and the Privacy Policy and DMCA Notice govern your use of the Website.

1. Your Use of the Website and Affirmative Representations.   When you use the Website, you represent that: (a) the information you submit is truthful and accurate; (b) you will update your contact information (especially email address) if it changes so that we can contact you; (c) you are not violating any applicable law or regulation; (d) you are 13 years of age or older; (e) you are a human - accounts registered by “bots” or other automated methods are not permitted; and (f) you will comply with the rules for online conduct and what you contribute to the Website, as discussed in Section 3 below.
2. Fees.   Company does not charge a fee for your use of the Website; however Company reserves the right to charge for particular features in the future. You will not be charged for any features unless you agree to be charged.
3. Rules Governing Public Communications, and Interactive Features.   The Website provides a unique collaborative feature (“Idea Navigator”) and other features for communication between users. Please read the Company Privacy Policy, available at Privacy Policy to understand your privacy protections. You are entirely responsible for the content of, and any harm resulting from any software, audiovisual materials, or other content that you post on the Website (“Content”), and any other postings or submissions to the Website (collectively, “Contributions”).

   When you post a Contribution to the Website, that Contribution persists on the site indefinitely and is neither automatically nor manually removed, as long as the Contribution is in compliance with these Terms of Use. The Company reserves the right to remove any Contribution for any reason. You cannot modify the Contribution you post once it has been published. You can post a correction as a new Contribution. ALL CONTRIBUTIONS ARE AUTOMATICALLY LICENSED AS “CREATIVE COMMONS ATTRIBUTION-SHAREALIKE 3.0 UNPORTED (CC BY-SA 3.0)”. For details about this license, see: https://creativecommons.org/licenses/by-sa/3.0/

   When you create or make available a Contribution, you represent and warrant that you:

   1. own or have sufficient rights to post your Contributions, on or through Website;
   2. will not post Contributions that violates the privacy rights, publicity rights, copyrights, contract rights or any other rights of Company or any other person or entity;
   3. have fully complied with any third-party licenses relating to Contributions, agree to pay for all royalties, fees and any other monies owning any person by reason of Contributions that you posted to or through Website;
   4. will not post Contributions that: (i) are defamatory, damaging, disruptive, unlawful, inaccurate, obscene, lewd, lascivious, filthy, threatening, excessively violent or promote weaponry of any kind or detail any kind of military strategy, harassing, advocate the violent overthrow of the government of the United States, incite, encourage or threaten immediate physical harm against another, including but not limited to Contributions that promote racism, bigotry, sexism, religious intolerance or harm against any group or individual, or (ii) contain material that solicits personal information from anyone under 13 or exploits anyone in a sexual or violent manner;
   5. will not post Contributions that contain advertisements or solicit any person to buy or sell and products or services (other than Company products and services);
   6. will not use the Website for any unauthorized use including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other electronic communications or engaging in unauthorized framing of, or linking to, the Website without the express written consent of Company;
   7. will not post any Contribution that constitutes, contains, installs or attempts to install or promote spyware, malware or other computer code, whether on Company or others’ computers or equipment, designated to enable you or others to gather information about or monitor the online or other activities of another party;
   8. will not transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website, including, without limitation, hacking into the Website, or use the system to send unsolicited or commercial emails, bulletins, comments or other communications;
   9. will not impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;
   10. will comply with all applicable international, state, federal, local laws, including without limitation, all laws regulating exports, and submit by email, postings of open source encryption code controlled under Export Control Classification Number 5D002 to the U.S. government in accordance with procedures described in http://www.bis.doc.gov/encryption/PubAvailEncSourceCodeNofify.html and Section 740.13(e) of the Export Administration Regulations (“EAR”) 15 C.F.R. Parts 730-772; or
   11. are not a person on a list barring you from receiving services under U.S. laws or other applicable jurisdiction, including without limitations, Denied Persons List, Entity List, and other lists issued by the U.S. Department of Commerce, Bureau of Industry and Security, detailed at http://www.bis.doc.gov/complianceandenforcement/ListsToCheck.htm (or successor sites thereto). Users residing in countries on the United States Office of Foreign Assets Control sanction list, including without limitation Cuba, Iran, North Korea, Sudan and Syria, may not post or access Contributions available through Website; or
   12. the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); or
   13. the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party; or
   14. if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software; or (ii) secured from your employer a waiver as to all rights in or to the Content; or
   15. if the educational institution in which you are enrolled has rights to intellectual property you create, you have either (i) received permission from your educational institution to post or make available the Content, including but not limited to any software; or (ii) secured from your educational institution a waiver as to all rights in or to the Content.
4. Passwords.   When you create an account with the Website, you will be asked to supply a password. You must keep your password and sign-on credential confidential, and are responsible for all use of your password and account.
5. Intellectual Property Rights of Company.   Except with respect to the Contributions, all of the content on the Website (“Materials”), the trademarks, service marks, and logos contained on the Website (“Marks”) are owned by or licensed to Company and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company reserves all rights not expressly granted in and to the Website and the Materials. If you download or print a copy of the Materials for your own personal use, you must retain all copyright and other proprietary notices contained in and on the materials. You agree that you will not circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Website or the Materials on the Website. You further agree not to access the Website by any means other than through the interface that is provided by Company, unless otherwise specifically authorized by Company in a separate written agreement. Furthermore, the look and feel of the Website is copyright ©2011 Coliibri, LLC. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Coliibri, LLC.
6. Company’s Management of the Website/User Misconduct.  
   1. Company’s Website Management.   Company may, but is not required to: (a) monitor or review the Website for violations of this Agreement and for compliance with Company’s policies; (b) report to law enforcement authorities and/or take legal action against anyone who violates this Agreement; (c) refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s files, Contribution, or any portion thereof that may violate this Agreement, the law or any Company policy or are excessive in size or burdensome, may violate the law, this Agreement, or any Company Policy; (d) establish a fixed upper limit on the number of transmissions you may send or receive through the Website or the amount of storage space you have on the Website; (e) terminate the accounts of repeat infringers; (f) mark as “inactive” and archive Website accounts and/or projects that are inactive for extended periods of time; and/or (g) manage the Website in a manner designed to protect the rights and property of Company and others or to facilitate the proper functioning of the Website.
   2. Company’s Right to Terminate Users.   WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY DENY ACCESS TO AND USE OF THE WEBSITE TO, ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
   3. Risk of Harm.   Please note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, including persons who may be acting under false pretenses. Please choose carefully the information you post on the Website and that you give to other Website users. You are discouraged from posting the following information on the Website: your full name, telephone numbers and street addresses. Despite this prohibition, other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. You assume all risks associated with dealing with other users with whom you come in contact through the Website. We expect that you will use caution and common sense when using the Website.
   4. Website Errors.   The Website may contain inaccuracies or typographical errors. Company makes no representations about the accuracy, reliability, completeness, or timeliness of the Website or any content thereon. The use of the Website is at your own risk. Changes are periodically made to the Website and may be made at any time.
   5. No Guarantee.   Company cannot guarantee and does not promise any specific results from use of the Website. With respect to Contributions, Company cannot guarantee or warranty any intellectual property rights, rights associated with copyright, rights associated with Creative Commons licensing, or rights associated with patents, whether within the Unites States of America, or abroad. You, the user, are your own advocate for the licensing and implied rights of any Contribution that you post to the Website, and are, in a like manner, expected to be an advocate for the rights of others using this Website. No advice or information, whether oral or written, obtained by you from Company or the Website shall create any warranty not expressly stated herein.
7. Term.    This Agreement shall remain in full force and effect while you use the Website. You may terminate your use or participation at any time, for any reason, by following the instructions here: How To Terminate You Coliibri.com User Account. A telephone request or email from you to cancel the account will not be considered a proper cancellation. Upon termination of your Website account for any reason, Company will close your account, and you will no longer be able to retrieve materials contained in the account. Any Contributions you have uploaded to the Website will persist, even though your account has been terminated. Even after your use and participation is terminated, this Agreement will remain in effect, including sections: 1, 2, 3, 4, 6, 8 and 9 through 18.
8. Copyright Policy.    Company may terminate the account and access rights of any repeat infringer. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any user submission or content on the Website infringes upon your copyrights, you may submit a notification pursuant to the Company Digital Millennium Copyright Act (DMCA) Notice.
9. Modifications.   The Internet and technology are rapidly changing. Accordingly, Company may modify this Agreement from time to time. The date of last modification is noted at the end of the Terms of Use. It is the USER’s responsibility to check the Terms of Use from time to time for updates. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. In the future, Company may release new services and/or features including the release of new tools and resources on its Website. Such new features or services shall also be subject to the present Terms of Use as well as any additional Terms of Use that Company may release for those new features or services.
10. Third Party Websites.   The Website may contain links to other websites (“Third Party Websites”). Company does not own or operate the Third Party Websites, and Company has not reviewed, and cannot review, all of the material, including goods or services, made available through Third-Party Websites. The availability of these links on the Website does not represent, warrant or imply that Company endorses any Third Party Websites or any materials, opinions, goods or services available thereby. Third party materials accessed through or used by means of the Third Party Websites may also be protected by copyright and other intellectual property laws. THIS AGREEMENT DOES NOT APPLY TO THIRD PARTY WEBSITES. BEFORE VISITING A THIRD PARTY WEBSITE BY MEANS OF THE WEBSITE OR A LINK LOCATED ON THE WEBSITE, USERS SHOULD REVIEW THE THIRD PARTY WEBSITE’S TERMS AND CONDITIONS, PRIVACY POLICY AND ALL OTHER WEBSITE DOCUMENTS, AND INFORM THEMSELVES OF THE REGULATIONS, POLICIES AND PRACTICES OF SUCH THIRD PARTY WEBSITES.
11. Disputes Between Users.    You are solely responsible for your conduct. Company reserves the right, but has no obligation, to monitor disputes between you and other users.
12. Disputes with Company, Choice of Law and Forum.   You and Company agree to submit to the exclusive jurisdiction of the appropriate state or federal court where subject matter jurisdiction and venue is proper in Sacramento County, California, USA. You and Company further agree that any disputes shall be resolved under the substantive law of the state of California (exclusive of its choice of law provisions). The Convention for the International Sale of Goods shall not apply.
13. Disclaimers.   ALL CONTRIBUTIONS OR ANY OTHER MATERIALS OR ITEMS PROVIDED THROUGH WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING THE WEBSITE, COMPANY DOES NOT REPRESENT OR IMPLY THAT COMPANY ENDORSES ANY CONTRIBUTIONS OR ANY OTHER MATERIALS OR ITEMS AVAILABLE ON OR LINKED TO BY THE WEBSITE, INCLUDING WITHOUT LIMITATION CONTENT HOSTED ON THIRD PARTY WEBSITES, OR THAT COMPANY BELIEVES CONTRIBUTIONS OR ANY OTHER MATERIALS OR ITEMS TO BE ACCURATE, USEFUL OR NON-HARMFUL. CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND EACH OF ITS ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF.

    COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT, THE CONTENT OF ANY WEBSITE LINKED TO THIS WEBSITE OR THE CONTRIBUTIONS, INFORMATION OR ANY OTHER ITEMS OR MATERIALS ON THE WEBSITE OR LINKED TO BY THE WEBSITE. COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE OR SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS 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 WEBSITE.

    SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

14. Limited Liability.   IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, CONTRIBUTIONS, MATERIALS, CODE OR ANY OTHER CONTENT THEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL NOT EXCEED $100.
15. Liquidated Damages.   As a reasonable estimation of harm resulting from a breach of Section 3(h), you agree to pay Company $50 USD for each unsolicited email or other unsolicited communication you send through the Website.
16. Indemnity.   You agree to indemnify and hold Company, its subsidiaries, affiliates, and licensors and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Website, Content, Materials or Code in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.
17. Miscellaneous.  
    1. Entire Agreement.   This Agreement constitutes the entire agreement between you and Company regarding the use of the Website and supersedes any prior or contemporaneous understandings and agreements between you and Company related to the subject matter hereof.
    2. Independent Contractors.   Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between Company and any user.
    3. No Third Party Beneficiaries.    This Agreement is between you and Company. There are no third party beneficiaries to the Agreement.
    4. Section Titles.   The section titles in this Agreement are for convenience only and have no legal or contractual effect.
    5. Non-Waiver.   The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
    6. Severability.    This Agreement operates to the fullest extent permissible by law. If any provision or part of a provision of this Agreement is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
    7. Assignment.   You may not assign your rights under this Agreement to any third party; Company may assign its rights under this Agreement without condition.
18. International.   You agree to not use the Site or export any portion of the Site, including the User Content (defined below) in violation of U.S. export regulations. You are responsible for adhering to all relevant local and national laws wherever you are.

This Agreement was last updated on: September 15, 2011

Change Log:

Sept. 15, 2011 First publication.

Feb. 15, 2012 Removed paragraph: "Grant of License to Company for Contributions".