Sludge – Terms of Use

Draft – July 6, 2018

This is the User Agreement for ReadSludge.com (the “Website”), which is owned and operated by Sludge Media, Inc. (“Sludge”). This Agreement is a binding legal agreement between you and Sludge, and you should review the terms and conditions contained herein carefully. Your use of the Website is subject to the terms and conditions set forth in this Agreement and the Privacy Policy, and all applicable laws and regulations. If you do not consent to the terms and conditions of this Agreement, you may not access the services made available, or register an account with the Website.

Sludge reserves the right to revise this Agreement at any time, without prior notice, by posting here. You will be bound by any such revised Agreement if you continue to use the Website after such revisions are posted. We encourage you to review the Website and this Agreement from time to time to determine whether a revised Agreement has been posted. The date of the last revision is stated at the end of this Agreement.

`

Description of Service

Sludge is an investigative journalism project focused on money in politics, part of the First Fleet of newsrooms on the Civil publishing platform for independent media.

Children Under 13

This Site is intended solely for Users who are thirteen (13) years of age or older, and any registration by, use of or access to the Site by anyone under 13 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 13 or older and that you agree to and to abide by all of the terms and conditions of this Agreement. In its sole discretion, Sludge may terminate your account, delete your account information and any content or information that you have posted on the Website and/or prohibit you from using or accessing the Website, or any portion thereof, for any reason, at any time, and with or without notice to you, if it believes that you are under 13. Notwithstanding anything to the contrary, if you are in a jurisdiction in which the minimum age permissible by law to use the Website is greater than 13, all references to 13 in this section shall instead be replaced with the minimum age permitted in your jurisdiction.

User Content Posted on the Site

You are solely responsible for the photos, questions, comments, messages, notes, text, information, music, video, advertisements, links, and other content that you upload, publish or display (hereinafter, “post”) on or through the Website, or transmit to or share with other Website users (collectively the “User Content”). You understand and agree that Sludge, in its sole discretion, may, but is not obligated to, review and delete or remove (with or without notice) any User Content, including without limitation any User Content that, in Sludge’s sole judgment, violates this Agreement, or which might be inappropriate, offensive, illegal, or that might violate the rights or privacy of, harm, or threaten the safety of Website users or others.

By posting User Content to any part of the Website, you automatically grant a perpetual and irrevocable non-exclusive, worldwide, royalty-free right to Sludge to use, reproduce, publicly display, publicly perform, publish, and sublicense the User Content and Images, on the Website, or in any other medium or manner it sees fit, or any reason that furthers the journalistic purposes of Sludge. You further represent and warrant that you are the owner of all copyrights in the User Content and have the right to grant such a license to Sludge. If applicable, you also represent and warrant that you have the appropriate model release for anyone appearing in any photographs or videos you upload, and that the User Content does not violate any third-party’s right of publicity or privacy.

User Submissions

You understand and acknowledge that any questions, comments, suggestions, ideas, feedback or other information that you submit to Sludge, whether via email or the contact form provided on the Website (“User Submissions”), are not confidential and become the sole property of Sludge, and that Sludge shall own the exclusive rights, including copyrights and any other relevant intellectual property, in the User Submissions.

Copyright and Trademark Policy

Except where otherwise stated, Content on the Website is the copyrighted work of Sludge, or its third-party content providers.

Sludge does not warrant or represent that your use of the Website Content will not infringe the rights of third parties. If you believe that any Content on this Website violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify us immediately by emailing hello@readsludge.com, with all specifics necessary for us to consider and respond to your complaint. You may be asked to provide additional information and follow additional procedures for us to act on your complaint.

Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Sludge has adopted a policy of terminating, in appropriate circumstances and at Sludge’s sole discretion, members who are deemed to be repeat infringers. Sludge may also choose, in its sole discretion, to limit access to the Website and/or delete the accounts of of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Links to Other Websites and Content

The website may contain links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). Sludge does control or monitor such Third Party Sites and Third Party Content, and cannot be held responsible for any Third Party Sites accessed through the Website or any Third Party Content encountered on the Website, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Sludge. Sludge shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with your use of or reliance on any Third Party Site or any Third Party Content. If you to navigate from the Website to any Third Party Sites, you acknowledge and understand that you do so at your own risk and Sludge’s terms, practices, and policies no longer apply. You should review the applicable terms and policies, including privacy policies and practices, of any Third Party Site to which you navigate from the Website.

User Disputes

You are solely responsible for your interactions with other Website Users. Sludge reserves the right, but has no obligation, to monitor disputes between you and other Users, and to delete the accounts of Website Users who engage in or escalate disputes with other Users.

Privacy

Sludge values the privacy of Website Users, and urges you to review its privacy practices and policies by clicking here. By accessing the Website, setting up an account, posting a question, or upvoting a question, you are consenting to Sludge’s use of your personal information in accordance with our Privacy Policy. You also consent to have your personal data transferred to and processed in the United States.

Payments and Payments Processing; Rules for All Payments

The Website provides you the ability to make a donation. Sludge has engaged the services of Civil and Pico, payment services providers, to process all donation transactions. Sludge is not affiliated with Pico, and neither is the agent or employee of the other, and neither is responsible in any way for the actions or performance (or lack thereof) of the other. Accordingly, Sludge expressly disclaims responsibility and liability for all services provided by Pico, including those related to donation transactions, and you hereby agree that Sludge shall not be responsible for any loss or damage of any sort incurred as a result of such services. Additionally, since Pico will have access to the information you provide to them when making a donation, we recommend that you closely review their privacy policy – which can be accessed from their Website.

You hereby agree that, for all donations/payment transactions, (1) you will not use an invalid or unauthorized credit or debit card or other payment method; (2) donations will be charged to the credit or debit card or other payment method you use through Pico; and (3) all donations are final and non-refundable.

Prohibited Uses

You acknowledge and agree that you shall not engage in any conduct, use or attempt to use this Website, (i) for any unlawful, unauthorized, fraudulent or malicious purpose, or (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, or (iii) interfere with any other party’s use and enjoyment of the Website, or (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (v) to access systems, data or information not intended by Sludge to be made accessible to a user, or (vi) attempt to obtain any materials or information through any means not intentionally made available by Sludge, or (vii) any use other than the business purpose for which it was intended, is prohibited. 
In addition, in connection with your use of the Website, you agree you will not: 

a) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity; 
b) create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Sludge representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; 

c) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); 

d) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another; 

e) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; 

f) use the Website’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); 

g) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise; 

h) violate any applicable local, state, national or international law; 

i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; 

j) delete or revise any material posted by any other person or entity; 

k) probe, scan, test the vulnerability of or breach the authentication measures of, this Website or any related networks or systems;

 l) Harvest or otherwise collect information about others, including e-mail addresses; or 

n) use any robot, spider, scraper, or other automated or manual means to access this Website, or copy any content or information on this Website.
 Sludge reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the user’s access and/or account. Sludge may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, Sludge reserves the right at all times to disclose any information as Sludge deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Sludge’s sole discretion.

YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. ALL CONTENT, INFORMATION, MATERIALS, SERVICES, AND ANY THING ELSE ON OR LINKED FROM THE WEBSITE ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND Sludge EXPRESSLY disclaims all warranties and conditions with respect to the WEBSITE, whether implied, express, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, noninfringement of third-party rights, SATISFACTORY QUALITY, quiet enjoyment and accuracy. Sludge MAKES NO WARRANTY THAT THE WEBSITE, CONTENT OR ANY OTHER INFORMATION OR SERVICE IS ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.

Limitation of Liability

In addition to the above warranty disclaimers, YOU UNDERSTAND AND AGREE THAT Sludge WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PRODUCTS, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF Sludge HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE WEBSITE, PRODUCTS AND SERVICES OR CONTENT, THE COST OF OBTAINING SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS AND SERVICES OBTAINED FROM PURCHASES OR TRANSACTIONS, CONTESTS, PROMOTIONS OR SWEEPSTAKES ENTERED INTO THROUGH THE WEBSITE, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE WEBSITE, PRODUCTS AND SERVICES OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE Sludge AND ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE WEBSITE.
CERTAIN STATE 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.

Governing Law & Venue and Jurisdiction

By visiting or using the Website, you agree that the laws of the State of New York, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Sludge or any of our affiliates. Any dispute pertaining to this Agreement, except those disputes subject to binding arbitration, shall be brought exclusively in a court of competent jurisdiction within the State and City of New York.

Arbitration

Any controversy or claim arising out of or relating to this Agreement, except for temporary, preliminary, or permanent injunctive relief or any other form of equitable relief as to which the parties submit to the exclusive jurisdiction of the courts in New York, New York, shall be settled by binding arbitration in New York, New York, and administered by the American Arbitration Association (“AAA”) or similar arbitration body and conducted by a sole arbitrator in accordance with the AAA’s Commercial Arbitration Rules or the arbitration rules of a similar arbitration body. The arbitration shall be governed by the Federal Arbitration Act, codified in chapter 1 of Title 9 of the United States Code, as amended, to the exclusion of state laws inconsistent therewith or that would produce a different result, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Except as may be required by law or to the extent necessary in connection with judicial challenge, or enforcement of an award, neither a party nor the arbitrator may disclose the existence, content, record or results of an arbitration.

Indemnity

You agree to defend, indemnify, and hold harmless Sludge, its affiliates, its contractors, and all of their respective directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of this Website, the use of any Third Party Sites or Third Party Content, your reliance on any errors or omissions on the Website, your fraud, violation of law, or willful misconduct, and any breach by you of these Terms of Use as stated herein or as modified from time to time in Sludge’s sole discretion.

Miscellaneous

These Terms of Use constitute the entire agreement between you and Sludge regarding the use of the Site and/or the Service, superseding any prior agreements between you and Sludge relating to your use of the Website. The failure of Sludge to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Contact: hello@readsludge.com

.