Dated May 11, 2021
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES FROM OR THROUGH THE WEBSITE OR MOBILE APP, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING ANY MODIFICATIONS OT THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.
IMPORTANT – READ CAREFULLY:
THESE TERMS CONTAIN PROVISIONS THAT GOVERN THE RESOLUTION OF CLAIMS BETWEEN COMPANY AND YOU, INCLUDING THE REQUIREMENT THAT YOU RESOLVE ANY DISPUTES YOU HAVE WITH COMPANY THROUGH FINAL AND BINDING ARBITRATION. PLEASE SEE THE DISPUTES CLAUSE IN SECTION 16 BELOW FOR MORE INFORMATION.
We limit the use of the Services to individuals that 18 years of age or older. By using and accessing the Services, you represent and warrant that you are 18 years of age or older.
1. Access. You may access and use the Services subject to your compliance with these Terms. This license is conditioned on your continued compliance with these Terms.
2. User Obligations. In using the Services you agree that you will not:
- impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or provide inaccurate information;
- act in a deceptive or fraudulent manner, including without limitation by impersonating another person or user, accessing another user’s account, or falsely identifying yourself or impersonating another user;
- permit anyone to use or access your account;
- violate or attempt to violate the security of the Services;
- violate any applicable international, federal, state or local laws, regulations, rules, ordinances, statutes, requirements, codes or orders of any governmental or judicial authorities;
- include anything in content provided by you that is:
- threatening, deceptive, misleading, unlawful, harassing, discriminatory, libelous, defamatory, obscene; or otherwise offensive,
- in violation of anyone’s right of privacy, publicity or other rights,
- in violation of any contractual or fiduciary obligations, or
- infringing on any intellectual property rights of any person.
- reverse engineer, decompile or disassemble any portion of the Services, or take any information of any other person from the Services;
- link to or mirror any portion of the Services;
- cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise mining any portion of the Services;
- unduly burden or interfere with the functionality of the Services; and/or
- remove, circumvent, disable, damage or otherwise interfere with security features of the Services.
3. Intellectual Property Rights/Ownership
Subject to your compliance with these Terms, you may access and use the Services on a computer, tablet device or mobile phone that you own or lawfully control. All materials contained on, in, or available through the Services, including all text, designs, trademarks, logos, audio clips, photographs, images, videos, graphics, data, information, source code, software compilations, and other materials, including the selection and arrangement thereof (“Content”) are protected by copyright, trademark, trade dress, patent and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All copyrights, trademarks, service marks, trade dress, patent and other intellectual property rights, and all derivative works thereof inherent in or appurtenant to the Content, whether registered or not, are our sole property or the property of our third-party contributors. The Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. Unless expressly granted herein, all rights in and to the Content is reserved to us and our third-party contributors.
You may not create, develop, license, install, use, or deploy any third-party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Services. You may not copy (except as expressly permitted by these Terms) or publish the Services in whole or in part for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Services, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Website, if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Services in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.
5. Comments, Feedbacks and Suggestions
You acknowledge that any comments, feedback, suggestions, ideas, pictures, video etc. (collectively, “Feedback”) disclosed, submitted or offered to us, shall remain the exclusive property of Company and may be used by us in any medium and for any purpose without obtaining your specific consent. We are not under any obligation to maintain your name or Feedback in confidence or to pay to you any compensation for any Feedback submitted, or to respond to any of your Feedback. You agree that you will be solely responsible for the content of any Feedback you make.
6. Suspension; Termination
We may terminate your access to the Services, without notice, for conduct we believe violates these Terms, our policies, is harmful our business interests, or for an inactive account.
We also reserve the right to suspend or cease providing the Services, with or without notice, and we shall have no liability or responsibility to you if we do so. This includes without limitation the right to refuse service, terminate accounts, remove or edit User Content and Content and/or cancel orders in our sole discretion.
If your access to the Services is terminated, you will remain personally liable for any orders you placed or charges or other liabilities incurred by you prior to such termination.
7. Third Party Content
These Services may contain links to other websites and/or other third-party content. These links are provided solely for your convenience; Company does not undertake any obligation to review or monitor any third-party websites linked from or to the Services and does not make any representations or warranties with respect to such third-party websites. If you decide to access a linked third-party website, you do so at your own risk. Company shall not be responsible for any information, materials or services obtained on or from such other websites and will not be liable in any respect for any damages arising from your access of such websites. The inclusion of these links does not imply any endorsement, representation or warranty by Company with respect to any such website or the content or services contained through such websites. You agree not to link any websites to the Services without the express prior written consent of Company.
8. DISCLAIMERS; DISCLAIMERS OF WARRANTIES
THIS SERVICES ARE MADE AVAILABLE BY COMPANY “AS IS,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, UNINTERRUPTED USE, ACCURACY OR RELIABILITY, ARE SPECIFICALLY EXCLUDED AND EXPRESSLY DISCLAIMED. COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RISK AS TO THE QUALITY, ACCURACY, SUITABILITY, AVAILABILITY AND PERFORMANCE OF THE SERVICES AND ACKNOWLEDGE THAT THE SERVICES MAY BE CHANGED FROM TIME TO TIME IN THE SOLE DISCRETION OF COMPANY. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THIS SERVICES OR ANY WEBSITE REFERRED OR LINKED TO HEREIN IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
COMPANY SHALL NOT BE LIABLE FOR ANY ACT, ERROR OR OMISSION BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD-PARTY PROVIDER IN CONNECTION WITH ANY OF THE FOREGOING.
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 DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN THESE TERMS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
By using the Services, you agree to defend, indemnify and hold us, our affiliates, partners, officers, members, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Services including without limitation the creation, placement or transmission of any message, information, software or other materials through the Services by you or related to any violation of these Terms by you (collectively, “Indemnified Matters”). We shall control the defense of any Indemnified Matters through counsel of our choice.
10. Limitation Of Liability
IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR CLAIMS (WHETHER IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE SERVICES OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES.
COMPANYʼS AGGREGATE LIABILITY TO YOU FOR ANY REASON IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, COMPANYʼS LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Company on an individual basis in arbitration as set forth in this Section 13. This will preclude you from bringing any class, collective, or representative action against Company, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Company by someone else.
You and Company agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Company, and not in a court of law. Such arbitration shall take place in the County of New York, State of New York unless otherwise agreed.
You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Company otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of these Terms, including any claim that all or any part of this Section is void or voidable. Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of New York.
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties.
12. U.S. Jurisdiction
The Services are controlled and operated by Company from the United States and are not intended to subject Company or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. Company does not represent or warrant that the Website or Services or any part thereof are appropriate or available for use in any jurisdiction other than the United States.
13. Governing Law
These Terms shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.
14. Entire Agreement
You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.
16. Amendment to Terms
We may update or amend these Terms from time to time. Amendments shall be effective upon posting on the Website. You are responsible for regularly reviewing these Terms. Your continued access and use of the Services following such posting constitutes your consent to be bound by any amended Terms.
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No independent contractor, partnership, joint venture or employer-employee relationship is intended or created. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via (i) email to firstname.lastname@example.org.
If you have any questions regarding these Terms or the Website or Services, please contact us at email@example.com.