Serality, Inc.: (Hereinafter also “Serality”, “Licensor”, “we”, “us”, “our”) Is a software company that provides a technology Portal and software tools that enable organizations to build on-line websites accessible through the internet. Additionally Serality provides hosting services for these websites. Serality is located at 63 South St, Hopkinton, MA, 01748 and is incorporated in the state of Delaware.
Serality Technology: Is defined as a proprietary internet Portal developed and owned by Serality including Serality proprietary tools, source code, compiled code, databases, interpreters, individual web pages and modules built by Serality on the Serality Platform.
Serality Portal: Is defined as a website location on the internet with a unique URL that is built upon generally available software combined with Serality’s proprietary technology and can be modified by the Organization under license from Serality. Serality also hosts the website.
Organization: (Hereinafter “Licensee”, “you”, “your”) Is defined as a chartered community based organization focused on providing services and promoting the general welfare of their membership who are aged 50 and older. Organization uses the Serality Portal to build an on-line website in order to manage, coordinate, and communicate with their members.
Serality and Organization Agreement: Is defined as an agreement between Serality and Community under which Serality has agreed to create, manage, and maintain web pages on the Community site for Advertising and Vendor Directory Listing. Under this agreement, Serality manages all payments from Vendors and Directory listings.
Website: Is defined as a location on the internet with a unique URL that is built and maintained upon the Serality Portal and with Serality tools by the Organization under license from Serality. Serality will also access, use and host the website.
Member: Is defined as an individual who has applied for membership to and has been accepted by the organization and/or Serality. Organization’s Members (also known as Your Members) are allowed access to the organization’s website.
Vendor: Is defined as any merchant, service provider, business, retail establishment, restaurant, professional organization, social or religious organization who wish to place advertising on the Organization’s Website or be listed on the Organizations Directory of Vendors.
User: Is defined by anyone who is authorized by Organization or Serality to have a password in order to gain access to any Website that is built upon the Serality Portal.
Serality.com: Is defined as a website owned and managed by Serality, Inc.
Agreement between Members, Users, Organization and Serality
This Website is comprised of various web pages operated by Serality, Inc. and the Organization. The Serality Portal and Software Tools are licensed to Organization by Serality, Inc. Subject to the terms of that license, access to this website has been provided to you because you are a Member of Organization or are an authorized User. Access by you as Member or User to the Website is conditioned on your acceptance without modification of the terms, conditions, policies and notices contained herein (the "Terms"). Your use of Website constitutes your agreement to all such Terms.
Members and Users use of Website is subject to Organization’s and Serality’s Website Privacy Policies. Please review the Privacy Policies for detailed information on data collection practices and use of collected information.
Members and Users agree that electronic messaging including e-mail and posting notices on Website satisfy legal requirements to be delivered in writing.
Member and User Accounts
Members and Users use of this Website are responsible for maintaining the confidentiality of your account and password, and agree to accept responsibility for all activities that occur under your Member or User account or password. Organization and Serality may cancel authorized Users and Members accounts at any time in its sole discretion, and may reject, edit or remove content anytime for any reason.
Organization, Serality and Website do not knowingly collect, either online or offline, personal information from persons under the age of thirteen. Anyone under the age of 18 must have express permission of a Parent or Guardian in order to use this Website.
You may cancel your use of the website at any time. Serality does not issue refunds. Organization’s refund policy is part of your agreement with Organization.
Links to Third Party Sites/Third party services
Website may contain links to other Sites ("Linked Sites"). The Linked Sites are not under the control of Organization or Serality and neither is responsible for the contents of any Linked Site. Website is providing these links to you only as a convenience to Members and Users and neither Serality nor Organization endorses linked sites.
Third Party Services
Certain services made available to Members and Users via Website are delivered by third party Sites and independent organizations. By using any product, service or functionality originating from the Website domain, you hereby acknowledge and consent that Website may share such information and data with any third party with whom Website has a relationship to provide the requested product, service or functionality on behalf of Website Users and Members.
Website may make available a Catalog displaying a select group of products available for purchase by Members and Users. The catalog is developed, maintained and managed by Serality, Inc. Any purchase you make from the catalog will be a commercial transaction between you as the consumer and Serality, Inc. (or its agents). Organization is not a party to Catalog transactions. Any communication about the catalog should be directed to Serality via the customer service link on the Catalog page.
As a convenience to Members and Users, Website may, at its sole discretion, display a Sponsored Listings Directory. This Directory will display advertisements and listings of local merchants, businesses, professional service providers, social organizations, restaurants, grocers, contractors, and educational institutions, among others. By displaying these advertisements and listings, neither Serality, Inc., nor Organization are endorsing or recommending any of the advertisers or listing entities. Any business conducted with, or interactions you may have with the advertisers and listing entities is solely between Member or User and the advertiser or listing entity. You have no recourse to Serality, Inc. or Organization.
No unlawful or prohibited use/Intellectual Property
All content included in the Website by Organization, such as text, formats, layouts graphics, logos, images, tools, calendars, forums, lists, catalogs and any software used on the Website, is the property of Organization, Serality or its licensors and suppliers and is protected by intellectual and copyright laws. Members and Users agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
Members and Users will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Website. Website content is not for resale. Member or User use of the Website does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. Members and Users will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Website and the copyright owner. Member and User agree that you do not acquire any ownership rights in any protected content. Organization and Serality do not grant you any licenses express or implied, to the intellectual property of Website or our licensors except as expressly authorized by these Terms.
Use of communication services
The Website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). Members and Users agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, Members and Users agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
Organization and Serality has no obligation to monitor the Communication Services. However, Organization and Serality reserve the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Website reserves the right to terminate Member or User access to any or all of the Communication Services at any time without notice for any reason whatsoever. Organization and Serality do not control or endorse content posted by Members and Users. Organization and Serality disclaims any liability for content posted by Members and Users and any actions resulting from your use of the content.
Organization and Serality reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
Materials provided to Website or posted on any Website web page
Organization and Serality do not claim ownership of the materials Members and Users provide to Website. Members and Users maintain all right, title and interest in your content. By submitting content Members and Users are granting Organization, and Serality permission to use your Submission in connection with the operation of the Website including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of Submissions by Members or Users. Website is under no obligation to post or use any Submission and may remove any Submission at any time in Website's sole discretion.
By posting, uploading, inputting, providing or otherwise submitting content, Members and Users warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
International Members and Users
The Service is controlled, operated and administered by Website from our offices within the USA. If Member or User accesses the Service from a location outside the USA, you are responsible for compliance with all local laws. Members and Users agree that you will not use the Content accessed through Website in any manner prohibited by any applicable laws, restrictions or regulations in any country.
PAID ADVERTISING & SERVICE DIRECTORY LISTINGS ON ORGANIZATION WEBSITE
This Agreement between Organization, Serality, (hereinafter referred to as "us", "we" and "our") and the Vendor ("you" and "your") defines the Terms and Conditions you must agree to before we place your advertisements and service directory listings on the Organization web site. Organization has a separate agreement with Serality, Inc. to manage all internet advertising and directory listings on the Community Website and to process all payments and monies related to Advertising and Listings. Requesting us to accept your advertisement or directory listing constitutes your acceptance of these terms and conditions.
The term of this Agreement commences on the date you place your order with us and shall (subject to our right hereunder to terminate or suspend our performance or remove Advertisements or Listings under circumstances specified in this Agreement) continue for the Initial Term specified in the order. Unless otherwise provided below in these terms and conditions, upon expiration of the Initial Term, the term of this Agreement shall automatically renew for a "Renewal Term" unless you or we notify the other of its intent not to renew at least Fifteen days before expiration of the Initial Term. All services provided during the Renewal Term will be subject to the then-current Terms and Conditions, pricing and other terms for Internet Advertising available on organization Website. Neither of us may terminate this Agreement during the Initial Term, provided that we may terminate this Agreement at any time upon notice to you if you breach this Agreement. If you choose to have your advertisement or listing removed from the Website prior to the end of the Initial Term or Renewal Term, you shall notify us in writing and the advertisement will be removed from the web site. No monies will be refunded for the unused portion of the term.
You represent and acknowledge that you are entering into this Agreement to purchase advertising or directory listings for your own benefit and not for the benefit or on behalf of any third party.
Rates and Payment
Payment for the initial term must be received by us prior to the commencement date of the initial term. Unless you or we terminate this Agreement at the end of the Initial Term, you will be charged for the Renewal Term at our standard rates at that time. Such standard rates may be higher than the rates set forth in the initial term. We may remove your Advertisements and Listings and suspend our services hereunder if payment is not received by the commencement date of the renewal term.
Acceptance by us of your advertisements or listings is not an endorsement by Organization or Serality of you, your product, your service or your business.
Organization and Serality may refuse, remove and/or terminate any advertisement due to any content that we deem for any reason (a) may subject us or another party to liability, (b) includes obscene, profane, sexual, violent or other inappropriate content, or (c) is otherwise unacceptable in our or sole discretion. If this occurs you will not be entitled to any refund or abatement or any extension of the term of this Agreement. You may, at your discretion, submit a new advertisement or listing which will be reviewed by us for purposes of acceptability. Furthermore, you are making the following representations: (a) that you are authorized to advertise and display the requested business, product or service, (b) that the content of any advertisement is truthful and not misleading, (c) that you are in compliance with all laws and licensing requirements relating in any manner to the goods or services displayed in your advertisement, and (d) that you have the right to use and publish any trade name, trademark, service mark, picture, likeness, reproduction, endorsement, copyrighted or copyrightable item or other content and that such use complies with all applicable laws, license agreements and other obligations. Without limiting any of our other rights or remedies, you agree to notify us immediately in writing at any time that you discover or suspect that any of these representations is not true and correct in all respects. You assume sole responsibility for the protection of any copyrights, trademarks, service marks, trade names and other intellectual property owned wholly or partially by you or which you are authorized to use or display. If we receive notice or documentation demonstrating that another person or entity contests your right to use or display a name, trademark, service mark or other content, we may reject or discontinue the Advertisements and our services without liability to you until such time you have resolved that dispute with the other party to our satisfaction.
Design of Our Sites and Interruption of Our Services
Organization and Serality may redesign or modify the organization, structure and/or "look-and-feel" of our respective Web sites and directories at any time and without notice. Organization and Serality may position your advertisement on any page within the site, in any position upon such page as we deem appropriate.
We will provide training and support to you for the process of installing your advertisement or listing on the website. Support will consist of providing you access to the website, providing instruction on downloading content, modifying content, adding coupons, adding daily updates for special offers, changing photographs or artwork and removal of content. You will be provided a link on the website to be used for requesting support. You are responsible for the design and creation of artwork and content. Our support is limited to providing you instruction on the mechanics of creating and modifying an advertisement or listing on a website.
Members and Users agree to indemnify, defend and hold harmless Organization, and Serality, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Website or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Website reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Website in asserting any available defenses.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. WEBSITE AND/OR ITS LICENSOR AND SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE WEBSITE AT ANY TIME.
WEBSITE, SERALITY, IT'S LICENSORS AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WEBSITE, IT'S LICENSOR AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORGANIZATION, SERALITY, INC, ITS LICENSORS AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WEBSITE, IT'S LIICENSOR OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
Organization reserves the right, in its sole discretion, to terminate Members or Users access to the Website or any portion thereof at any time, without notice.
Members and Users may cancel your use of the website at any time. Serality does not issue refunds. Organization’s refund policy is part of your agreement with Organization.
This agreement is governed by the laws of the Commonwealth of Massachusetts and you hereby consent to the exclusive jurisdiction and venue of courts in Massachusetts in all disputes arising out of or relating to the use of the Serality Portal, without regard to conflicts of law principles thereof, regardless of its place of execution or performance.
Members and Users agree that no joint venture, partnership, employment, or agency relationship exists between Members and Users and the Organization or Serality as a result of this agreement or use of the Website. Website's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Website's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Website with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the Member, User, Organization and Serality with respect to the Website and it supersedes all prior agreements between Member and User Organization and Serality.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
This Agreement shall be governed by and constructed in accordance with the laws of the Commonwealth of Massachusetts. Any claim against us arising from this Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy by any other party.
Disclaimer of Warranties
NEITHER WE NOR COMMUNITY WEBSITE MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE), REGARDING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE ADVERTISEMENTS OR, ANY SITE WE MAY CREATE FOR YOU.
All notices, demands and other communications must be in writing and will be deemed to have been given (a) if mailed by certified mail, postage prepaid, (b) if delivered by overnight courier, (c) if sent by facsimile transmission and such transmission is confirmed as received, or (d) if sent by electronic mail, and such message is confirmed as received. All notices must be sent to the addresses as shown on our Web site.
In no event shall Serality have any liability or be deemed to be in breach hereof for any failure or delay of performance resulting from any condition, event or circumstance not reasonably within our control. Your payment obligations, if any, shall continue during any event of force majeure.
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Changes to Terms
Serality reserves the right, in its sole discretion, to change the Terms under which Website is offered. The most current version of the Terms will supersede all previous versions. Serality encourages you to periodically review the Terms to stay informed of our updates. The most current Terms will always be accessible from the Website.
Additional Organization Terms
Members and Users use of Website is also subject to Organization’s Terms.
Any additional Organization Terms apply in addition to the Serality Terms. Any additional terms do not make any statements on behalf of or for Serality, nor does it further obligate Serality to any additional terms, conditions or policies other than those contained herein. For purposes of clarity, any additional Organization Terms do not obligate Serality in any way to manage, control, execute or have any oversight responsibilities for the Additional Terms. Should any of the terms of the Organization Terms conflict with the Serality Terms, the Serality Terms shall govern.
We welcome your questions or comments regarding the Terms and Conditions. Please forward your comments to the Website webmaster from the Website homepage.
Effective April 13, 2011
Revised September 8, 2011
Revised March 19, 2012
Revised July 11, 2012