theUrbanSherp LLC ("Urban Sherp") is not an e-commerce business (i.e., does not sell goods or services to consumers) and does not charge service fees to users.
Urban Sherp believes strongly in protecting user privacy. Users of Urban Sherp should refer to our Privacy Policy for information about how Urban Sherp uses and collects information.
By using this website, you agree to the following terms and conditions:
Electronic Communications
When you visit Urban Sherp or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. 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.
Copyright
All content included on the Urban Sherp website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Urban Sherp or its content suppliers and protected by United States and international copyright laws. The compilation of all content associated with Urban Sherp is the exclusive property of Urban Sherp and protected by U.S. and international copyright laws. All software used on this site is the property of Urban Sherp or its software suppliers and protected by United States and international copyright laws
Trademarks
Urban Sherp, the Urban Sherp logo and the products and services described within the Urban Sherp website are either trademarks or registered trademarks of Urban Sherp and/or its partners, suppliers and licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Urban Sherp. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Urban Sherp, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Urban Sherp. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are the property of their respective owners.
Licenses and Site Access
Urban Sherp grants you a limited license to make personal use only of the Urban Sherp website. Such grant does not include, without limitation:
(1) Any resale or commercial use of the Urban Sherp website or content therein
(2) The collection and use of any product listings or descriptions
(3) Making derivative uses of the Urban Sherp website and its contents
(4) Use of any data mining, robots or similar data gathering and extraction methods
Except as noted above, you are not conveyed any right or license by implication or otherwise in or under any patent, trademark, copyright or proprietary right of Urban Sherp or any third party.
Linking to Urban Sherp
You are granted a limited, non-exclusive right to create a text hyperlink to the Urban Sherp website for non-commercial purposes, provided such link does not portray Urban Sherp or any of its products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking Urban Sherp website does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Urban Sherp logo or other proprietary graphic of Urban Sherp to link to the Urban Sherp website without the express written permission of Urban Sherp. Further, you may not use, frame or utilize framing techniques to enclose any Urban Sherp trademark, logo or other proprietary information, including the images found at the Urban Sherp website, the content of any text or the layout/design of any page or form contained on a page on the Urban Sherp website without Urban Sherp's express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Urban Sherp or any third party. Nothing contained on the Urban Sherp website may be construed as granting, by implication, estoppel or otherwise, any license or right to use any patent, trademark, copyright or other proprietary right of Urban Sherp or any third party without the prior written permission of Urban Sherp or such other party that may own such patent, trademark, copyright or other proprietary right(s).
Links on Urban Sherp
The Urban Sherp website may contain links to third-party websites and third-party content as a service to those interested in this information. You use these links to third-party websites and any third-party content therein at your own risk. Urban Sherp does not monitor or have any control over, and makes no claim or representation regarding, third-party websites and third-party content. Urban Sherp and users contributing content to Urban Sherp provide these links only as a convenience, and a link to a third-party website or third-party content does not imply Urban Sherp's endorsement, adoption or sponsorship of, or affiliation with, such third-party websites or third-party content. Urban Sherp accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, third-party websites, third-party content, and websites linking to the Urban Sherp website. When you leave the Urban Sherp website, our terms and policies no longer govern. You should review the terms of use and privacy policies of third-party websites, and you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Advertisements and Promotions on Urban Sherp
Urban Sherp may run advertisements and promotions from third parties on the Urban Sherp website. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Urban Sherp, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Urban Sherp is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Urban Sherp website.
Rights to User Content
By posting or distributing user content (i.e., content created and posted or distributed by you, the user) to or through Urban Sherp, unless indicated otherwise, you:
(1) Grant Urban Sherp a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Content throughout the world in any media, now known or hereafter devised
(2) Grant Urban Sherp the right to use the name that you submit in connection with such Content
(3) Represent and warrant that
(i) You own and control all of the rights to the Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute such Content to or through the Site
(ii) Such Content is accurate and not misleading
(iii) Use and posting or other transmission of such Content does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity. You further grant Urban Sherp the right
to pursue at law any person or entity that violates your or Urban Sherp’s rights to the Content by a breach of these Terms of Use
Content submitted by users will be considered non-confidential and Urban Sherp is under no obligation to treat such Content as proprietary information. Without limiting the foregoing, Urban Sherp reserves the right to use the Content as it deems appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it. Urban Sherp is under no obligation to offer you any payment for Content that you submit or the opportunity to edit, delete or otherwise modify Content once it has been submitted to Urban Sherp. Urban Sherp shall have no duty to attribute authorship of Content to you, and shall not be obligated to enforce any form of attribution by third parties.
If it is determined that you retain moral rights (including rights of attribution or integrity) to the Content, you hereby declare that:
(1) You do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto
(2) You have no objection to the publication, use, modification, deletion and exploitation of the Content by Urban Sherp or its licensees, successors and assigns
(3) You forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content
(4) You forever release Urban Sherp, and its licensees, successors and assigns, from any claims that you could otherwise assert against Urban Sherp by virtue of any such moral rights
User Conduct
In using the Urban Sherp website, you agree:
1. not to disrupt or interfere with the security of, or otherwise abuse, the Urban Sherp website, or any services, system resources, accounts, servers or networks connected to or accessible through the Urban Sherp website or affiliated Urban Sherp websites;
2. not to disrupt or interfere with any other user's enjoyment of the Urban Sherp website or websites affiliated with Urban Sherp;
3. not to upload, post or otherwise transmit through or on the Urban Sherp website any viruses or other harmful, disruptive or destructive files;
4. not to use or attempt to use another's account, service or system without authorization from Urban Sherp, or create or use a false identity on the Urban Sherp website;
5. not to transmit through or on the Urban Sherp website spam, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings; and
6. not to attempt to obtain unauthorized access to the Urban Sherp website or portions of the Urban Sherp website that are restricted from general access.
In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted under your account, and that you will comply with all applicable local, state, national and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on the Urban Sherp website.
Indemnification
You agree to indemnify and hold harmless Urban Sherp from any claim, action, demand, loss or damages (including attorneys' fees) made or incurred by any third party arising out of or relating to your conduct, your violation of these terms and conditions, or your violation of any rights of a third party.
Children Under 13 Years Old
Urban Sherp does not knowingly collect, maintain or use personal information from children under age 13. Children under the age of 13 may not participate in any online activities on the Urban Sherp website. Various parental control protections are available to help you ensure that your children and other minors using your computer have not been exposed to harmful material.
Disclaimers of Warranties
The Urban Sherp website and all content and services provided on the Urban Sherp website are provided on an "as is" and "as available" basis. Urban Sherp expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and security and accuracy, as well as all warranties arising by usage of trade, course of dealing, or course of performance. Urban Sherp makes no warranty, and expressly disclaims any obligation, that: (a) the Urban Sherp website will meet your requirements or will be available on an uninterrupted, timely, secure, or error-free basis; (b) Urban Sherp content will be up-to-date, complete, comprehensive, accurate or applicable to your circumstances; (c) the results that may be obtained from the use of the Urban Sherp website or any services offered through the Urban Sherp website will be accurate or reliable; or (d) the quality of any products, services, information, or other material obtained by you through the Urban Sherp website will meet your expectations.
Limitation on Liability
Under no circumstances, including without limitation negligence, shall Urban Sherp or its subsidiaries, affiliates, officers, directors, employees, agents, suppliers or any other party involved in creating, producing, transmitting, or distributing Urban Sherp or related services be liable for any indirect, incidental, special or consequential damages arising from or in connection with the use or inability to use Urban Sherp’s content or any content provided by or through the Urban Sherp website, or resulting from unauthorized access to or alteration of your transmissions or data, or other information that is sent or received, including but not limited to damages for lost profits, use, data or other intangibles, even if Urban Sherp has been advised of the possibility of such damages.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to you. In such jurisdictions, liability is limited to the fullest extent permitted by law.
Other
Nothing contained in these Terms will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. You may not assign, delegate or transfer your rights or obligations under these Terms. Urban Sherp may assign rights and duties under these Terms without such assignment being considered a change to the Terms and without notice to you. Urban Sherp may modify these Terms, at any time, by posting notice on the Urban Sherp website. Your continued use of the Urban Sherp website following the posting of notice of any modification will be subject to the Terms in effect at the time of your use. If you object to any provision of these Terms or any subsequent modifications to these Terms or become dissatisfied with the Urban Sherp website in any way, your only recourse is to immediately terminate use of the Urban Sherp website. If we fail to act with respect to your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches. If a court finds any of these Terms to be unenforceable or invalid, that Term will be enforced to the fullest extent permitted by applicable law and the other Terms will remain valid and enforceable. These Terms, together with those agreements made a part of these Terms by reference, make up the entire agreement between Urban Sherp relating to your use of the Urban Sherp website, and replace any prior understandings or agreements (whether oral or written) regarding your use of the Urban Sherp website. The laws of the State of Oregon (USA), without regard to its conflict of laws rules, will govern these Terms, as well as your and our observance of them. In any such action or any action we may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees. You acknowledge that you have read and understood these Terms, and that these Terms have the same force and effect as a signed agreement.
Termination
Notwithstanding any of these terms and conditions, Urban Sherp reserves the right, without notice and in its sole discretion, to terminate your license to use the Urban Sherp website, and to block or prevent future access to and use of the Urban Sherp website.
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