Terms of Use

Sprinkles, LLC Terms of Use Agreement
Effective Date: May 21, 2010

Sprinkles, LLC (hereinafter “Sprinkles”) provides the <frazzledcomics.com> website, the Frazzled comic strip, and the associated website content, including but not limited to text, software, graphics, photographs, videos, code, advertisements, marketing tools, data, messages, icons, and software, (collectively “Website”) subject to the following terms and conditions.  All users of the Website must read, understand, and agree to be contractually bound by this Terms of Use agreement (hereinafter “Agreement”) prior to using the Website.  By using the Website, you agree to and manifest your intention to be bound by this Agreement.  If you do not agree with the terms of this Agreement, you may not use the Website.

Sprinkles retains the right to change the terms of this Agreement at any time and in its sole discretion with or without notice to you.  Any change in the terms of this Agreement will be reflected by a change in the Effective Date of the Agreement.  Your use of the Website after a change in the Effective Date of this Agreement will constitute your agreement with and assent to the changes in this Agreement.  You understand and agree that sufficient consideration exists to create a binding contract between you and Sprinkles.

1.    Disclaimer.  You understand and agree that the content of the Website will not be considered to be a representation to be reasonably relied upon.  Nothing on the Website shall be construed to create a duty of care in Sprinkles or a warranty of any kind.  The Website is mostly fictional, and any and all depictions of public figures or celebrities are for satire or parody purposes only.  The characters displayed on the Website are fictional characters created by Sprinkles, and you understand and agree that any likeness or similarity to persons, whether living or dead, is purely coincidental.

You understand and agree that Sprinkles takes no responsibility and cannot be held liable for the information contained on any third party website, information sent to it by third party websites, and information intercepted by third parties.  Sprinkles takes no responsibility for the content of any advertisements displayed on the Website, as well as for any content contributed to the Website by third parties, including but not limited to in blog comments, emails, message board posts, or otherwise.  You understand and agree that Sprinkles does not take responsibility and will not be held liable for any opinions, views, or statements expressed by third parties or contained within content submitted by third parties to the Website.

Sprinkles further takes no responsibility for and will not be held liable for the accuracy of the Website, and you hereby agree to hold Sprinkles harmless for any and all inaccuracies, omissions, or errors on the Website or within content submitted to the Website by third parties.

2.    Limited License.  Sprinkles hereby grants you a limited, royalty-free, non-exclusive license to use the Website for non-commercial purposes.  You are expressly prohibited from reproducing, republishing, uploading, modifying, copying, distributing, framing, republishing, downloading, scraping, displaying, transmitting, or selling the Website content, in whole or in part, without the prior written consent of Sprinkles.  You further agree that you will not make any derivative works of the Website or delete or modify, in any way, any copyright or other proprietary notices that appear on the Website.  Except where otherwise specified in this Agreement, Sprinkles reserves all rights in and to the Website.

This limited license will automatically terminate upon a breach of any of the terms of this Agreement.  Further, Sprinkles may terminate this limited license at any time and without notice to you.  You understand and agree that Sprinkles will not be liable to you or to any other person for the termination of your use of the Website.

If you submit content to the Website, including but not limited to photographs, text, blog comments, icons, software, or emails, you hereby agree to give Sprinkles an irrevocable and non-exclusive license to use that content for the purposes of the Website.  The purposes of the Website include but are not limited to making copies of your submitted content for archival purposes.  You give Sprinkles permission to reproduce, publish, distribute, modify, destroy, or otherwise utilize your submitted content for the purposes of the Website.  You hereby explicitly agree to waive all moral rights in your submitted content, whether you have or have not asserted moral rights in or to your submitted content.

You hereby warrant and agree that any content that you submit to the Website will not violate or infringe upon the rights of third parties, including copyright, trademark, privacy, publicity, or other personal or proprietary rights.  You also warrant and agree that any content that you submit to the website will not contain defamatory material or any other unlawful material.  Sprinkles retains the right to terminate your access to the Website in its sole discretion, including but not limited to for violating the rights of a third party or for defaming a third party.

Sprinkles will handle all notices of copyright infringement that comply with the provisions of the Digital Millennium Copyright Act in accordance with its established Copyright Policy.

3.    Ability to Contract.  You warrant that you are at least 18 years of age, a resident of the United States, have the power and authority to enter into this Agreement, and are authorized to provide information to the Website.

4.    Lawful Use.  You are expressly prohibited from using the Website outside of the uses allowed for under the terms of this Agreement and/or from using the Website in violation of any applicable law or regulation.  You warrant that you will comply with all applicable laws or regulations when using the Website.  Further, you expressly prohibited from:

a.    Using the Website for an unlawful purpose;
b.    Using information gained from the Website to violate the rights of a third party, including the privacy or publicity rights of a third party;
c.    Using Sprinkles’ trademarks, service marks, trade names, design marks, logos, or trade dress in a domain name or to otherwise cause confusion as to source or sponsorship;
d.    Using Sprinkles’ trademarks, service marks, trade names, design marks, logos, or trade dress in metatags on other websites;
e.    Using a robot, spider, or other software or device to extract data from, monitor, or access the Website;
f.    Restricting others from properly using the Website, including but not limited to denial of service attacks, ICMP flooding, spamming, or computer hacking; or
g.    Posting slanderous, libelous, defamatory, harassing, pornographic, or otherwise objectionable or offensive material to the Website;

5.    Copyright Protection of Website.  Sprinkles’ Website is copyrighted and owned by Sprinkles and is protected by United States and international copyright laws.  Sprinkles will not consider unsolicited submissions and Sprinkles asks that you do not submit unsolicited submissions to the Website or to Sprinkles.  If you submit an unsolicited submission to Sprinkles or the Website, you agree that no confidential, contractual, trust, or fiduciary relationship is created or is intended to be created by your submission.  If you submit an unsolicited submission to Sprinkles or the Website, your further agree that you do not expect that your submission will be reviewed by, compensated by, or considered by Sprinkles.

6.    Trademark Protection of Sprinkles’ Marks.  Sprinkles is the owner of, or has licensed rights to, all trademarks, service marks, design marks, trade names, trade dress, or logos that are used in association with the Website, including but not limited to the FRAZZLED and SPRINKLES marks.  The Website is subject to all applicable intellectual property and other laws, including but not limited to trademark law, copyright law, patent law, and trade secret law.

You are expressly prohibited from using Sprinkles’ trademarks, service marks, design marks, trade names, trade dress, or logos as an indicator of source or as a part of a domain name that is likely to cause consumer confusion.  Sprinkles’ trademarks, service marks, design marks, trade names, trade dress, or logos may not be used without the prior written consent of Sprinkles.

7.    Communications.  All communications, including but not limited to pictures, videos, emails, graphics, telephone calls, and/or other material that is sent to the Website, Sprinkles, or Sprinkles’ officers, members, employees, agents, or directors will become the property of Sprinkles.  You hereby grant a perpetual, worldwide, royalty-free, and irrevocable right to Sprinkles to publicly and non-publicly utilize these communications.

8.    Interactive Service Provider Status.  You understand and agree that Sprinkles is an interactive service provider as those terms are defined by § 230 of the Communications Decency Act.  Sprinkles may allow content to be submitted to the Website and the Website may contain links to third party websites that Sprinkles does not own or control.  Sprinkles has not responsibility for third party content that is submitted to the Website or displayed on websites that are linked to through the Website.  You agree to hold Sprinkles harmless for any and all liability arising out of any content submitted to the Website or out of your use of third party websites.

9.    Privacy Policy.  You warrant and agree that you will abide by Sprinkles’ Privacy Policy, which is hereinafter incorporated by reference.

10.    Protection of Children.  Sprinkles hereby expressly prohibits individuals under the age of eighteen (18) from using the Website without the expressed and verifiable consent of a parent or guardian.  If you believe that Sprinkles may have inadvertently collected information from your child, please notify Sprinkles immediately.

11.    Notices.  Any notices to be made under this Agreement must be made in writing and can be directed to: wendycomics@yahoo.com.

12.    Indemnification.  You hereby agree to indemnify, hold harmless, and defend Sprinkles, its officers, members, employees, agents, and directors for any and all claims, demands, causes of action, debts, liabilities, damages, costs, or expenses, including costs and reasonable attorneys fees, arising out of our in relation to your use of the Website, your violation of a term or provision of this Agreement, or your violation of the rights of a third party.  You agree that your obligation to hold harmless, defend, and indemnify Sprinkles will survive the termination or failure of this Agreement and your use of the Website.

13.    Limitation of Liability.  SPRINKLES PROVIDES THE WEBSITE ON AN “AS-IS” BASIS AND YOUR USE IS AT YOUR OWN RISK.  SPRINKLES PROVIDES THE WEBSITE WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES OF TITLE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  ANY ATTEMPT BY SPRINKLES TO MODIFY THE WEBSITE WILL NOT BE DEEMED A WAIVER OF THIS LIMITATION OF LIABILITY.

SPRINKLES ASSUMES NO RESPONSIBILITY, AND WILL NOT BE HELD LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY, THAT ARISE OUT OF OR IN RELATION TO YOUR USE OF THE WEBSITE.  SPRINKLES WILL NOT BE HELD LIABLE FOR ANY INJURY, LOSS, CLAIMS, OR DAMAGES, WHETHER SPECIAL, PUNATIVE, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHERWISE, INCLUDING LOST PROFITS OR LOST SAVINGS, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, THAT ARISE OUT OF OR IN RELATION TO YOUR USE OF THE WEBSITE.  YOU AGREE THAT IN NO CASE WILL SPARKLES BE LIABLE TO YOU FOR AN AMOUNT IN EXCESS OF WHAT YOU PAID TO USE THE WEBSITE, AND IN NO CASE WILL THAT AMOUNT EXCEED $1,000.  IF YOU DID NOT PAY TO ACCESS THE WEBSITE, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.  SPRINKLES WILL NOT BE HELD LIABLE FOR ANY FAILURE OF, DELAY OF, ERROR IN, OMISSION IN, OR PERIOD OF INACTIVITY OF THE WEBSITE.

SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTIAL DAMAGES.  IN SUCH JURISDICTIONS, SPRINKLES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF THOSE JURISDICTIONS.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR IN RELATION TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

14.    Assignment.  You are expressly prohibited from assigning your rights and duties under this Agreement to a third party.  Sprinkles reserves the right to assign its rights and duties under this Agreement at any time, including in a sale of Sprinkles, LLC or a sale of the Website.

15.    Remedies.  The failure of Sprinkles to seek relief for your breach of any obligation or duty under this Agreement will not waive the right of Sprinkles to seek relief for any subsequent breach.

You agree that for all legal and non-legal purposes, the Website is located in the State of Michigan.  You agree that the Website is a passive website and that the Website does not give rise to personal jurisdiction over Sprinkles in jurisdictions other than Michigan.  This Agreement will be interpreted under and governed by the laws and legal principles of the State of Michigan, without regard to conflicts of laws principles or statutes.

YOU AND SPRINKLES AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR CONCERNING THE VALIDITY, INTERPRETATION, BREACH, VIOLATION, OR TERMINATION OF THIS AGREEMENT.  THIS ARBITRATION WILL BE HELD IN THOMPSONVILLE, MICHIGAN AND WILL BE HELD IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.  THE ARBITRATOR WILL DECIDE THE CLAIM ON THE BASIS OF THE LEGAL PRINCIPLES AND LAWS OF THE STATE OF MICHIGAN AND WILL HAVE THE DISCRETION TO AWARD ALL COSTS AND ATTORNEYS’ FEES.  THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES.  YOU AND SPRINKLES AGREE THAT THE DETERMINATION OR AWARD OF THIS ARBITRATOR MAY BE ENTERED AS A JUDGMENT IN ANY COURT SITTING WITHIN THE STATE OF MICHIGAN THAT HAS JURISDICTION OVER THE SUBJECT MATTER OF THE DISPUTE.  YOU AND CRYSTAL AGREE THAT THE PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF MICHIGAN IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT.  YOU AND SPRINKLES HEREBY AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.

16.    Severability.  If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.

17.    Integration.  This Agreement and its incorporated Privacy Policy and Copyright Policy constitute the entire agreement between the parties with respect to the Website.  There are no further understandings, agreements, or representations with respect to the Website that is not specified in this Agreement.  You understand that additional provisions that may appear in any communication from you will not bind Sprinkles.