Memberships are available to all persons who have paid the then current annual membership dues established for their Membership Class, as may be amended from time to time. Dues are yearly and payment is required upon signing (to activate membership) and upon renewal (on or before the anniversary of membership activation). SDESL Members agree to abide by all terms and conditions as may be amended from time to time and published on SDESL’s web site.
2. SDESL Membership & Program Fees.
SDESL Membership and Program Fees and the content thereof are subject to change at any time, and SDESL shall at all times be entitled to modify fees, prices, and quotations, provided that no price changes shall be made retroactive. All prices are exclusive of, and you shall pay all taxes, duties, levies or fees, or other similar charges imposed on SDESL or yourself by any taxing authority (other than taxes imposed on SDESL’s income), related to your order.
3. Member Responsibilities.
Member access to, and all of your use of SDESL’s Website(s), Social Media, Programs and/or Services must be lawful and must be in compliance with these Terms, as may be amended from time to time without notice. When accessing or using the SDESL’s Website(s), Social Media, Programs and/or Services, you must behave in a civil and respectful manner at all times.
4. Prohibited Activities.
SDESL specifically prohibits any use of the SDESL’s Website(s), Social Media, Programs and/or Services for any of the following:
• Engaging in conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation and/or that would fail to comply with generally accepted internet protocol;
• Communicating, transmitting, or posting material that is subject to copyright and/or otherwise owned or subject to any rights held by a third party;
• Communicating, transmitting, or posting material that violates trade secrets and/or proprietary information of any person or entity without their express written permission;
• Communicating, transmitting, or posting material that infringes on any third party’s intellectual property, privacy, or publicity right of another;
• Attempting to interfere in any way with the SDESL’s Website, networks, or network security, or attempting to use our SDESL’s Website(s) to gain unauthorized access to any other computer system;
• Accessing data not intended for you, or logging on to a server or account, which you are not authorized to access;
• Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
• Attempting to interfere or interfering with the operation of the SDESL’s Website(s), Social Media, Programs and/or Services, or other users thereof, including, without limitation, spam, unauthorized advertising / promotion of any kind, or any other unauthorized use or attack including without limitation: submitting a virus to the Website, overloading, “flooding”, “mail bombing” or “crashing” the Website.
5. Submitting Content
If you the Member, or anyone acting through you contribute to or post any material to a SDESL Website(s), or otherwise make material available by means of the Website (any such material, "Content"), you are solely responsible for the content of, and any harm, damages and/or liability resulting from that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
• the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, or trade secret rights, of any third party;
• if your employer has rights to intellectual property you create, you have either (i) received written 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 written waiver as to all rights in or to the Content;
• you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
• the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
• the Content is not spam, 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 unethical or unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
• the Content is not obscene, libelous, hateful, or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party.
6. You are Responsible for Your Own Protection
All Members, and anyone acting through them, are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
SDESL disclaims any liability for any harm or damages resulting from your access or use of the Website, Products, and/or Services, or access or use of non-SDESL websites.
7. Suspension and Termination.
SDESL has the right (though not the obligation) to: (i) refuse or remove any Content that, in SDESL’s reasonable opinion, violates any SDESL policy or is in any way harmful or objectionable, or (ii) terminates or denies access to and use of SDESL’s Website(s), Social Media, Programs and/or Services, to any person for violation of SDESL’s terms and policies, in SDESL’s sole discretion. Upon suspension and/or termination, Members agree that they shall not be entitled to any sort of refund of Membership fees or other payments.
Subject to the limitations set forth herein, Members agree to protect, defend, indemnify, and hold SDESL harmless, including its directors, officers, employees or agents, and other representatives, from and against all claims, losses, damages, liabilities, and costs (including but not limited to reasonable attorneys’ fees and court costs), arising out of, relating to or in connection with (i) a material violation of these Terms and or (ii) any allegation that any information or material (including any Content) violates any rights of any third party.
9. General Terms
This Agreement and any modifications hereto shall be binding upon the heirs, assigns, and/or successors in interest to the parties hereto. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force. No waiver of any breach of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach hereof. This Agreement shall be governed and interpreted by the laws of the State of California. Should any controversy or claim arise out of or relate to this contract, the Parties shall first attempt to resolve the matter by submitting the same to a Mediator mutually selected by the Parties. Should the Parties fail to resolve the matter through mediation, the Parties shall then submit the matter to binding arbitration before a single arbitrator in accordance with the rules of the ADR, Services, Inc. located in San Diego, California or such other arbitration service mutually agreed to by the parties, and any judgment rendered by that arbitration may be entered as a judgment in any court having jurisdiction. In the event that any action, mediation / arbitration, or proceeding is commenced to interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees, costs, and expenses. The jurisdiction and venue for any dispute arising out of this contract shall be the central district of San Diego, California. This agreement supersedes any and all agreements, either oral or written, between the parties hereto. This instrument contains the entire agreement of the parties hereto.