Website Terms And Conditions Of Use
Welcome to www.waverley.cc (the “Website”), operated by Waverley Country Club (“Waverley,” “Club,” “us,” “our,” and/or “we”) for the benefit of Waverley Country Club members (“Members”). Please read these Terms and Conditions of Use (these “Terms”) before using the Website. The Website is hosted in the United States on our behalf by MembersFirst, Inc. (“MembersFirst”). MembersFirst is owned by Gary Jonas Computing Ltd. More information about MembersFirst’s hosting services is available here.
These Terms cover your use of the Website, whether you simply access and browse the Website, or are a Member with access the “Member Login” areas of the Website, and use the services offered through the Website to Members (“Services”). We shall refer to the foregoing activities collectively by referencing your “use of the Website” (or a similar phrase). If you are a Member, in addition to these Terms, your access to and use of the Website and any Services is subject to you abiding by the terms of your Membership Agreement, as well as any and all applicable Club bylaws and policies.
By using the Website and/or its Services, you agree to be bound by these Terms in their then-current form. If you do not agree to these Terms, please do not use the Website or its Services. If you violate these Terms you may have your access to and use of the Website and/or its Services suspended or terminated, at the discretion of Waverley. If you do not agree to these Terms, you may not access or use the Website or its Services.
In addition to these Terms, we encourage you to review our Privacy Statement, which describes our information privacy practices related to the Website or Services.
- Amendment.We may amend these Terms at any time by posting an updated version of these Terms on the Website. Your use of the Website following such revisions constitutes your acceptance of and agreement to these Terms, as revised by us. Any revisions will be effective upon posting, unless some other date is specified. If you are a Member and have set up an account or profile through the Website, we may, in our discretion, also notify you of changes to these Terms either (i) via the email address you have provided to us; or (ii) by requiring that you click-to-agree to the revised Terms the next time you access your account. Except as provided in this paragraph, these Terms may not be amended.
- General License for use of Website.In allowing you access to the Website, and in the case of Members, the Services, we are granting you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable license to use the Website and/or Services for your own personal use or as a benefit of your membership with Waverley. The Website, or any portion of the Website including any Services, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Waverley. No Website or Services content may be copied, reproduced, framed, hyperlinked, republished, downloaded, uploaded, posted, transmitted, or distributed in any way except as otherwise permitted by these Terms. You agree that your use of the Website and its contents, including any Services, will be in compliance with all applicable laws and regulations, and that you will not use, or allow any other person to use, the Website or its contents for or in connection with any illegal purpose or activity. Any unauthorized use of the Website or Services, or other breach of these Terms, automatically terminates the rights granted to you herein. Any such breach may also constitute a violation of Waverley’s and/or its licensors’ copyrights, trademark rights, or other intellectual property or proprietary rights. You are responsible for all software, hardware, services (such as Internet service), and other equipment necessary to access and use the Website, including all related expenses, if any.
By accessing the Website, you acknowledge and agree that you are solely and exclusively responsible for protecting your own computer, device, and software in any and all respects. In addition to the responsibilities described above, if you are a Member or otherwise have been authorized by Waverley to access Member Login areas of the Website, you acknowledge and agree that you are solely and exclusively responsible for protecting your log-in information from use by third parties.
- Conduct.You agree to use the Website and Services only for lawful purposes and in compliance with all applicable state, federal, and international laws, regulations, and other government requirements. In addition, to the extent you use the Services, you further agree that your use of the Services will at all times be in compliance with these Terms and the terms of your Membership Agreement, including Waverley’s bylaws and policies, as applicable. You agree not to take any action that might compromise the security of the Website or Services, render the Website or Services inaccessible to others, or otherwise cause damage to the Website or Services, or any content thereon. You agree not to use the Website or Services in any manner that might interfere with the rights of third parties. You agree not to use the Website or Services to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute, or otherwise make available any program, application, or service (including without limitation any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of, or interoperation with the Website or Services. You agree not to attempt to access data or materials not intended for you; not to create a database by downloading and/or saving any content, whether directly or through intermediaries; not to transmit, disclose, collect, or store personal information about others; and not to test the vulnerability of our network and/or security systems or otherwise breach or circumvent our security in any way. Although we attempt to prevent viruses and other malicious software from being passed along through the Website and Services, you agree that protection of your own software, personal computer, and other devices from malicious software is your responsibility.
You expressly acknowledge and agree that engaging in any of the above prohibited activities constitutes an unauthorized use of the Website and/or Services, and content thereon, and is a material breach of these Terms, which may result in sanctions, ranging from suspension or termination of your access to the Website and/or Services to criminal and/or civil liability. Other violations of these Terms may also result in such sanctions and liability.
- User Submissions.Any communication you send through the Website or to Waverley in any other manner is non-confidential in nature unless otherwise expressly stated by Waverley on the web page on which such communication is submitted. You agree, warrant, and represent that and any and all disclosures, comments, suggestions, ideas, and other submissions (“Submissions”) submitted by you through the Website (i) are exclusively owned or controlled by you, at the time of your submission; (ii) are accurate and do not violate the rights of, or cause injury to, any third party, including without limitation any third-party copyright, trademark right, right of privacy, right of publicity or other personal or proprietary rights; (iii) are not illegal, obscene, defamatory or threatening; and (iv) do not contain viruses. You must not use any false email address or other contact information, impersonate any person or entity, or otherwise mislead as to the origin of your Submissions.
Waverley is free to use any Submissions it receives from you irrespective of any other obligation or limitation between you and Waverley governing such Submissions. You hereby assign to Waverley on your behalf all rights, titles, and interests in and to any Submission, and Waverley is free to use, without any attribution or compensation to you, or any other party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in such Submissions, for any purpose whatsoever, although Waverley is not required to use any Submission.
- Trademarks and Copyrights.Waverley, Waverly Country Club, and Waverley Historic Foundation are trademarks of Waverley in the United States. Other trademarks displayed on the Website or Services are the trademarks of their respective owners and constitute neither an endorsement nor a recommendation by Waverley of those entities. All content contained on this Website and the Services, including but not limited to videos, video content, text, graphics, forms, logos, button icons, images, as well as the selection and arrangement thereof, and the overall “look and feel,” color combinations, other graphical elements of the Website and Services, and software, is the property of Waverley, its affiliates, or their collective suppliers, and is protected by United States and international copyright laws. The compilation of all content on this Website and the Services, and all videos available in the Services, are the exclusive property of Waverley and protected by United States and international copyright laws. Except as expressly stated in these Terms, you receive no rights to any proprietary information or intellectual property of Waverley, its affiliates, or its suppliers by your use of the Website or the Services.
- Notification of Claimed Copyright Infringement Policy. We respect the intellectual property of others, and we ask our users and Members to do the same. We have adopted this Copyright Infringement Complaints policy in accordance with the Digital Millennium Copyright Act of 1998, including the Online Copyright Infringement Liability Limitation Act (the “DMCA”). We will respond to clear notices of alleged copyright infringement that substantially comply with the requirements set forth here. We do not act as an arbiter or judge of disputes about intellectual property rights. It is our policy to remove content posted by users on our Website (including any photo galleries), which content we believe in good faith is infringing a copyrighted work. By removing content, as a prudential matter, we do not endorse or validate a claim of infringement. If we remove user-generated content from the Website, we will make a good-faith attempt to contact the party responsible for posting the content so the owner may make a counter-notice as provided for below.
(a) Designated Agent. Our designated agent for handling infringement notices and counter-notices: Waverley Country Club, Attn: DMCA Agent, P 1100 SE Waverly Drive, Portland, OR 97222; [email protected].
(b) Infringement Notices. If you believe your work has been displayed or otherwise used on the Website in a manner that infringes your copyright, you must provide written notice to our Designated Agent via mail and/or e-mail. Please note that you may be liable for damages, including without limitation attorneys’ fees and costs, if you materially misrepresent that your work has been infringed by content on the Website. If you are unsure whether your work has been infringed, we recommend that you contact an attorney before sending notice to us. Use this format for your notice: (i) Identify your work that you believe has been infringed by content on the Website; (ii) identify all content that you claim infringes your work, describe how the content infringes your work, and describe where the content is located on the Website; (iii) provide your full name, mailing address, telephone number, and e-mail address, if any; (iv) include a statement that, under the penalty of perjury, you have a good-faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; (v) include a statement that the information in the notice is accurate, and, under penalty of perjury, that you are the copyright owner or that you are authorized to act on behalf of the owner of the right that is allegedly infringed; and (vi) sign the notice physically or electronically. You acknowledge and agree that we may provide some or all of the information in your notice (including your name and contact information) to the individual or entity who posted the allegedly infringing content. In addition, it would help if you included a copy of the copyright Certificate of Registration for your work, if any, or other information that supports your claim that your work is protected by copyright and that you are the owner of that copyright or are authorized to act on behalf of the owner. If your notice contains the required information, and if we have a good-faith belief that the content is infringing your copyright, we will remove the content.
(c) Counter-Notices. The provider of affected content may make a counter notice by writing to our Designated Agent via mail and/or email. Please note that you may be liable for damages, including without limitation attorneys’ fees and costs, if you materially misrepresent that your content is not infringing the copyright of a third party. If you are unsure whether your content infringes the copyright of a third party, we recommend that you contact an attorney before sending notice to us. Use this format for your notice: (i) Identify the content that has been removed, including a description of where the content was located on the Websites before it was removed; (ii) provide your full name, mailing address, telephone number, and email address, if any; (iii) include a statement that, under the penalty of perjury, you have a good-faith belief that the content was removed as a result of mistake or misidentification of the content to be removed; (iv) include a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if your address is outside the United States, in the Federal District Court of Oregon, and that you will accept service of process from the person who provided notice of the alleged infringement or an agent of such person; and (v) sign the notice physically or electronically. You acknowledge and agree that we may provide some or all of the information in your notice (including your name and contact information) to the individual or entity who complained of the alleged infringement.
After reviewing your counter notice, we may determine that the content is not infringing and may reinstate the content on the Website.
- Indemnification.By using the Website or Services you agree to indemnify, defend and hold harmless Waverley and its affiliates, licensors, service providers, subcontractors, and suppliers, and each of their respective officers, directors, members, shareholders, employees, representatives, and agents (collectively, the “Indemnitees”) from and against any and all suits, losses, claims, demands, liabilities, expenses, damages and costs, including reasonable attorneys’ fees, court costs and expenses, arising or resulting from (i) your misuse of the Website, the Services, their content, and/or any other materials they contain; (ii) your violation of these Terms or breach of, or the falsity of, any of your representations or warranties or covenants in these Terms; (iii) your negligent or willful misconduct; (iv) the Submissions that you submit through the Website; or (v) your violation of any applicable law, statute, ordinance, regulation, or any third party’s rights, including but not limited to, copyright infringement, trade secret misappropriation, infringement of third party’s trademark or other intellectual property rights, violation of any third party privacy right or right of publicity, or any claim of defamation, libel or slander. This obligation survives the termination of this Agreement and continues even after you stop using the Website and Services.
If you cause a technical disruption of the Website or Services or the systems transmitting the Website or Services to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption.
Waverley reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and in such case, you agree to cooperate with Waverley in the defense of such matter.
- Disclaimer of Warranties.The Website and Services are provided on an “as is” and “as available” basis. Your use of the Website and Services and the content therein is at your sole risk. Waverley makes no representation or warranty that the Website or Services or content therein will meet your needs, or the needs of any third party. Waverley does not represent or warrant that your use of any features of the Website or Services will be successful. Waverley specifically disclaims all warranties, express or implied, statutory, or otherwise, regarding the accuracy, safety, timeliness, sufficiency, fitness, and/or completeness of the information contained on the Website or Services. Notwithstanding anything to the contrary in these Terms, your Membership Agreement, or otherwise, Waverley expressly disclaims any and all representations and warranties, whether express, implied, statutory, or otherwise, with respect to the Website and Services and content therein, including without limitation any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Waverley makes no representation or warranty that the Website or Services will be free of malicious or harmful code, or that access to the Website or Services will be uninterrupted, timely, secure, or error-free, or that information input into the Website or Services will not be lost or destroyed.
In certain jurisdictions, the law may not permit the disclaimer of warranties, so, solely to the extent you are subject to such jurisdiction, the above disclaimer may not apply to you.
- Limitation of Liability.You acknowledge and agree that Waverley, its affiliates, licensors, service providers, subcontractors, and suppliers, and each of their respective officers, directors, members, shareholders, employees, representatives, and agents shall not be liable under or in connection with these terms for any loss of use, loss of data, damage or destruction of equipment, interruption of business, lost profits, or any indirect, exemplary, punitive, special, incidental, liquidated, consequential, or enhanced damages of any kind, resulting from the use or inability to use the Website or Services, and/or the information contained thereon, regardless of the form of action, and whether such damage was foreseeable, and/or regardless whether Waverley had been advised of the possibility of such damages in advance. Waverley’s aggregate liability to you, or to any third party, for all claims arising from your use of the Website or Services, or the information contained thereon, is limited to $100.00. Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
- Audit Rights and Enforcement. Waverley has the right, but not the obligation, at any time and with any frequency in its discretion, to audit your use of the Website or Services to determine your compliance with these Terms. Waverley has the right to enforce these Terms, for any reason and in any manner or by any means that Waverley, in its sole discretion, deems necessary or appropriate. Waverley may cooperate with any legal process relating to your use of the Website or Services. Waverley may, in its sole discretion, start, stop, or modify any regulation or enforcement measures at any time. Waverley’s action or inaction to regulate content or conduct or to enforce any potential or actual violation of these Terms by any user does not waive Waverley’s right to implement regulation or enforcement measures with respect to any subsequent or similar content, conduct, or potential or actual violation of these Terms.
- Termination.Except as otherwise may be provided in your Membership Agreement, or Club policies or bylaws, Waverley may, in its sole discretion, terminate your account, and remove and discard any of your content at any time, without notice, for any reason. We will not be liable to you or any third party for any termination of your access to the Website or Services.
- Choice of Law; Venue.These Terms and all matters arising out of or relating to these Terms are governed by the laws of the state of Oregon, U.S.A., without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Any legal suit, action, or proceeding arising out of or relating to these Terms must be brought in the federal or state courts located in Multnomah County, Oregon, and you hereby irrevocably submit to the exclusive jurisdiction and venue of such courts for any legal suit, action, or proceeding arising out of or related to these Terms.
- Interpretation. The headings in these Terms are for ease of reference only and shall not be used to interpret these Terms. These Terms are intended to be construed without regard to any presumption or rule requiring construction or interpretation against the drafter.
- Entire Agreement.The Terms, including and together with your Membership Agreement where applicable, constitute the entire agreement between you and us governing your use of the Website and Services. In the case of inconsistencies between these Terms and your Membership Agreement, the Membership Agreement will control. In the case of inconsistencies between these Terms and any information included in off-line materials (for example, promotional materials and mailers), these Terms will control.
- Waiver.Our failure to exercise or enforce any provision(s) of these Terms will not constitute a waiver of such provision(s) on that or any other occasion or of any other provision.
- Notice.When you use the Website or Services, or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. Waverley may provide notices to you by sending them to the email address you provide to us through the Website or Services. Any notice sent to you by email will be deemed received when sent. We may also communicate with you by posting notices on the Website or Services, and any such notice shall be deemed received when you visit the Website or use the Services after we post such a notice. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Any notice that you send to Waverley must be sent by mail to the following address or to such other address as we provide in a notice to you or on the Website: 1100 SE Waverly Drive, Portland, OR 97222 USA.
- Severability.If any provision of these Terms is declared to be invalid, unenforceable, or void by a court of competent jurisdiction, such provision will be deemed stricken, and the Terms will be reformed to replace that provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. The remainder of the Terms shall have the same force and effect as if such provision had never been included.
- Attorney Fees.In the event that any action, suit, or legal proceeding is initiated or brought to enforce any or all of the provisions of these Terms, the prevailing party shall be entitled to such attorneys’ fees, costs, and disbursements as are deemed reasonable and proper by an arbitrator or court. In the event of an appeal of an initial decision of an arbitrator or court, the prevailing party shall be entitled to such attorneys’ fees, costs, and disbursements as are deemed reasonable and proper by the appellate court(s).
- Assignability.You understand and agree that you may not assign any rights or delegate any obligations under these Terms without the prior written consent of Waverley. Any purported assignment or delegation in violation of this provision is null and void. Waverley may assign these Terms at its discretion, provided that the assignee agrees to comply with these Terms. These Terms, and your Membership Agreement where applicable, are binding upon and inure to the benefit of you and Waverley, and each of their respective permitted successors and assigns.