1. Acceptance of Terms
Your use of the Web Sites is subject to theseTOU, which may be updated, amended, modified or revised by us from time to timewithout notice to you. It is important for you to refer to these TOU from timeto time to make sure that you are aware of any additions, revisions, ormodifications that we may have made to these TOU. Your use of the Web Sitesconstitutes your acceptance of these TOU.
2. Description of WebSite Services
The Web Sites currently provide users withaccess to a rich collection of online resources, including various possible communicationstools, online forums, special content and branded features. Unless explicitlystated otherwise, any new features that augment or enhance the Web Sites,including the release of new or specialized Company web-based services, aresubject to these TOU. In some instances, these TOU and a separate end userlicense or similar agreement will apply to a service or product offered byCompany and/or the Web Sites. We may add, change, remove, suspend ordiscontinue any aspect of the Web Sites at any time without notice. We may alsoimpose limits on certain features and services or restrict access to parts ofor all of the Web Sites without notice or liability. In order to use the WebSites, you must obtain access to the Internet, either directly or throughdevices that access web-based content, and pay any service fees associated withsuch access. In addition, you must provide all equipment necessary to make suchconnection to the Internet (e.g., personal computer, modem, cell phone, otheraccess device, etc.).
The Content (as defined below) of the Web Siteis for informational purposes only. The Content is not intended to be asubstitute for, or replace, any professional advice or relationship.
The Company does notrecommend, guarantee or endorse any specific products, services, companies,processes, goods, opinions, or other information that may be mentioned on theWeb Site. The Company expressly does not recommend, guarantee or endorse anyspecific products, services, companies, processes, and goods referenced in anyadvertising provided through or on the Web Site. You should make your owndetermination and seek the advice of your own professionals with any questionsyou may have about any matter mentioned on the Web Site. Reliance on any information provided bythe Company, its personnel, others appearing on the Web Site at the invitationof the Company, or other visitors to the Web Site is solely at your own risk.
Our mission and goal of the Web Site is toprovide you helpful and useful information about our Company, and our offerings,products, services and collaborative partners.
All Web Site services and Company offeringsare intended for audience in the United States, Canda, and Mexico, asapplicable. Company is responsible for its own Content on this Web Site,except for content controlled by third parties, User Upload Information andinformation directed on other sites. Company has not received any directexternal funding for this Web Site. To its knowledge, Company is notaware of any direct conflicts of interest in delivering the Web Site toyou.
3. IntellectualProperty Ownership; License
4. Links To Other WebSites
The Web Sites may contain hyperlinks to otherweb sites (“Other Sites”). If you use the hyperlinks to access these OtherSites, you will leave the Web Sites and your browser will be re-directed to theOther Sites. The Other Sites may have their own terms of service and privacypolicy and those Other Sites may have different practices and requirements thanthe Web Sites. Company may not have knowledge of, and is not responsible for,the content presented by any Other Site. As such, Company does not warrant ormake any representation or warranty regarding the legality, accuracy,authenticity, reliability, sufficiency, truth, suitability, quality, validity,timeliness, completeness, adequacy, currency of content presented by OtherSites. The hyperlinks to Other Sites do not constitute an endorsement, warrantyor guarantee by Company of any Other Site(s) or resources, or their content.The Web Sites are only providing these links to you as a convenience. Youuse such Other Sites at your own risk and assume all liability arisingtherefrom.
5. Our Linking Policy
Any web site that links to the Web Sites: (a)must not frame or create a browser or border environment around any of theContent of the Web Sites; (b) may link to, but not replicate, display, reproduce,the Content; (c) must not imply that Company or the Web Sites are endorsing,warranting or sponsoring it or its products, unless Company has given its priorwritten consent; (d) must not present false, deceptive, inaccurate ormisleading information about Company or its products or services; (e) must notuse any Company trademarks without the prior written permission from Company;and (f) must not contain content that could be construed as QuestionableContent (as defined below). By linking to any of the Web Sites, you agree thatyou do and will continue to comply with the above linking requirements.Notwithstanding anything to the contrary contained in these TOU, we reserve theright to deny permission to link to the Web Sites for any reason in our soleand absolute discretion.
6. Acceptable Use
You will not, directly or indirectly, throughyour User Upload Information (as defined herein) or otherwise, use the WebSites to:
1. Upload, post, e-mail,transmit, display, distribute, promote, advocate, broadcast, or otherwise makeavailable or accessible: (i) any material that is false, inaccurate,misleading, deceptive, unlawful, threatening, tortuous, disparaging (includingdisparaging of Company, its parent, subsidiaries or affiliates), anything thatadversely affects Company business such as discouraging any person or entityfrom advertising with, linking to or supplying to Company, abusive, libelous,distasteful, controversial, defamatory, derogatory, discriminatory, slanderous,disparaging, obscene, vulgar, offensive, pornographic, profane, racist,sexually explicit, ethnically or culturally offensive, indecent, or thatpromotes violence, racial hatred, terrorism, or illegal acts, or is otherwiseobjectionable in Company’s sole discretion (collectively, “QuestionableContent”); (ii) information, software, or other material that violates,plagiarizes, trespasses, contravenes or breaches, misappropriates or infringesthe rights of third parties including, without limitation, copyright(including, without limitation, offering pirated computer programs or links tosuch programs, information used to circumvent manufacturer-installedcopy-protect devices, including serial registration numbers for softwareprograms, or any type of cracker utilities), trademark, patent, trade secret,rights of privacy or publicity or any other proprietary or IntellectualProperty Right (“Infringement”); (iii) material of any kind that contains avirus, Trojan horse, time bombs, worms, spyware, bots, malware, any automateduse of the system, such as scripts, or other harmful component or restricts orinhibits any other user’s uninhibited use and enjoyment of the Web Sites,interferes with or disrupts the Web Sites or servers or networks connected tothe Web Sites, or disobeys any requirements, procedures, policies orregulations of networks connected to the Web Sites (collectively, “Virus”);(iv) information or material of any kind that constitutes or contains false ormisleading indications of origin or statements of fact, including, withoutlimitation, by forging any TCP/IP packet header, any part of the headerinformation in any transmission to the Web Sites, or otherwise manipulatingidentifiers in order to disguise the origin of any content transmitted to theWeb Sites; or (v) any unsolicited or unauthorized advertising, promotionalmaterials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” requestsfor money, petitions for signature, or any other form of solicitation(collectively, “Junk Mail”);
2. Encourage, promote,solicit, advocate or commit conduct that would constitute a criminal offense,give rise to tort or civil liability or otherwise violate any local, state,national or international law or otherwise make available any material thatexploits, disparages or harms any individual, corporation or other entity;
3. Impersonate any personor entity or falsely state or otherwise misrepresent your affiliation with aperson or entity;
4. Disrupt the normalflow of dialogue, cause a screen to “scroll” faster than other users of the WebSites are able to type, or otherwise act in a manner that negatively affectsother users’ ability to engage in real time exchanges;
5. Stalk, abuse, sexuallyexploit, violently exploit, act violently toward or otherwise harass anotheruser;
6. Use or attempt to useanother’s information, account, password, service or system except as expresslypermitted;
7. Solicit or collectpersonal data including telephone numbers, addresses, last names, or emailaddresses, about other users;
8. Copy or adapt the HTMLcode used to generate web pages on the Web Sites;
9. Use or attempt to useengines, manual or automated software, tools, devices, agents, scripts robotsor other means, devices, mechanisms or processes (including, but not limitedto, browsers, spiders, robots, avatars or intelligent agents) to navigate,search, access, “scrape,” “crawl,” or “spider” any web pages provided on theWeb Sites other than the search engine and search agents available from Companyand other than generally available third party web browsers (e.g., InternetExplorer, Firefox, Safari);
10.Post URLs or links toother web sites;
11.Post advertisements orsolicitations for business;
12.Delete or revise anymaterial posted by any other person or entity;
13.Send unsolicitedcommercial communication to another user; or
14.Aggregate, copy orduplicate in any manner any of the Content or information available from any ofthe Web Sites, without the express written consent of Company.
In no event shall you reuse, copy, reproduce,rearrange, sell, lease, rent, distribute, redistribute, modify, alter,sub-license, transfer, post, translate, create derivative works from, assign,loan, pledge, granting a security interest in, grant a lien on, encumber,convey, exchange, exhibit, perform, exploit, transmit, broadcast, index, cache,tag, encode, compile, form a collection with, adapt, or publish any Contentwithout our express written consent.
You represent, warrant and agree that you willcomply with the above acceptable use policy and none of your User UploadInformation will breach or cause you to breach any of the above requirements.
7. User Accounts,Additional Terms, and End User License Agreements
If you choose to provide information to theWeb Sites, you agree to provide only true, accurate, current and completeinformation. If you create a user account, you agree to accept responsibilityfor all activities that occur under your account or password, if any, and agreeyou will not sell, transfer, loan or assign your user account or cause orpermit any other person to use your account other than you. You are responsiblefor maintaining the confidentiality of your password, if any, and forrestricting access to your computer, cell phone (or other internet accessdevice, as applicable) so that others may not access any password-protectedportion of the Web Sites using your name, user name or password in whole or inpart.
The Web Sites may contain or offersweepstakes, contests or other promotions, which may be governed by a separateset of rules that describe the sweepstakes, contest or promotion and may haveeligibility requirements, such as certain age or geographic area restrictions.It is your responsibility to read those rules to determine whether or not yourparticipation, registration or entry will be valid or restricted, and todetermine the sponsor’s requirements of you in connection with the applicablesweepstakes, contest or promotion.
9. Copyrights andCopyright Agents
If you believe that your work has been copiedin a way that constitutes copyright infringement, please provide Company’scopyright agent the following information required by the Online CopyrightInfringement Liability Limitation Act of the Digital Millennium Copyright Act,17 U.S.C. § 512: (a) a physical or electronic signature of a person authorizedto act on behalf of the owner of an exclusive right that is allegedlyinfringed; (b) identification of the copyright work claimed to have beeninfringed, or, if multiple copyrighted works at a single online site arecovered by a single notification, a representative list of such works at that site;(c) identification of the material that is claimed to be infringing or to bethe subject of infringing activity and information reasonably sufficient topermit us to locate the material; (d) information reasonably sufficient topermit us to contact the complaining party; (e) a statement that thecomplaining party has a good-faith belief that use of the material in themanner complained of is not authorized by the copyright owner, its agent, orthe law; and (f) a statement that the information in the notification isaccurate, and under penalty of perjury, that the complaining party isauthorized to act on behalf of the owner of an exclusive right that isallegedly infringed.
Company’s copyright agent for notice of claimsof copyright infringement on or regarding the Web Sites can be reached asfollows:
Bellum AI, LLC
222 West 44thStreet
New York, NY 10036
NOTE: This contactinformation is for inquiries regarding potential copyright infringement only.
We have a policy ofterminating the accounts of users who (in our reasonable discretion) are repeatinfringers.
10. Third PartyContent and Information
The Web Site contains Content that is providedfor your convenience and enjoyment. Third parties may provide some of theContent. You should be aware that the Content might contain errors, omissions,inaccuracies, outdated information, and inadequacies and that the Content maybe subject to other terms and conditions, which may be found on the Web Site,links from the Web Site, or in the documents and policies of third parties. Wemake no representations, guarantees or warranties as to the legality, accuracy,authenticity, reliability, sufficiency, truth, suitability, quality, validity,timeliness, completeness, adequacy, currency of any Content and will not beliable for any lack of the foregoing. Third parties may offer goods, products,services and other materials to you on the Web Site. Your correspondence andbusiness dealings with others found on or through the Web Site including,without limitation, the payment and delivery of products, goods and services,and any terms, conditions, warranties and representations associated with suchdealings, are solely between you and such third parties. You agree thatCompany, its affiliates and each of their officers, directors, owners, agents,representatives, partners and personnel (collectively, “CompanyRepresentatives”) will not be responsible or liable for any loss, liability,expense, cost, penalty, charge, or damage (collectively, “Losses”) of any sortincurred as the result of, related to or in connection with any such dealingsor the offering of such products, goods, services, the third party’srelationship with you, and their Content on the Web Site. Under certaincircumstances, we may permit third party users to upload content, in whichevent you may be exposed to offensive, indecent or objectionable content.
Descriptions of, or references to, products, goods,services or publications within the Web Site do not imply endorsement, warrantyor guarantee of that product, service or publication.
11. Information YouSubmit
From time to time, the Web Site may containfunctionality through which you or others can upload or otherwise submitinformation, blog entries, data, postings, software, messages, photographs,audio, video, text and other materials to the Web Site (“User Upload Information”).For example, the Web Site may offer forums, blogs, public forums, communityareas, postings, bulletin boards, wiki, chat rooms or other interactive areas(“User Forums”). Company, its affiliates and their Company Representatives donot endorse, warrant or guarantee the content posted in User Forums. Companyreserves the right, but is not obligated, to delete, move, alter or edit UserUpload Information, in whole or in part, submitted by you to a User Forum forany reason in their sole discretion. Company reserves the right to suspend orterminate your access to the Web Site and pursue all legal remedies if webelieve your User Upload Information has breached the requirements under thisTOU, including Section 6 above. You acknowledge and agree that you areprohibited from accepting payment for User Upload Information, including,without limitation, accepting payment for the inclusion of a logo, brand orother commercial content, in User Upload Information.
All of your User Upload Information is yoursole responsibility. This means that you, and not Company, are entirelyresponsible for all of your User Upload Information that you upload, post,e-mail, display, transmit or otherwise make available or accessible via the WebSite. If you post personal information in User Forums or on other publicly availableareas of the Web Site then you may receive unsolicited messages from thirdparties. Company disclaims any security of any information you post on publiclyavailable areas of the Web Sites. Under no circumstances will Company, itsaffiliates or any Company Representative be liable in any way for any UserUpload Information including, but not limited to, any errors, defects,inaccuracies, omissions or currency in User Upload Information, or for anyLosses of any kind incurred as a result of, resulting from or in connectionwith User Upload Information, including confidentiality, destruction or loss ofUser Upload Information.
You represent and warrant the following as toany of your User Upload Information: it is an original work by you or you haveall necessary rights in it and to submit it to Company under the terms of theseTOU; it does not breach any of the requirements set forth in this TOU,including Section 6 above; and it will not violate any law, rule, orregulation. You further agree that you are solely liable for any and allclaims, demands, investigations, Losses, judgments, settlements, includingattorneys’ fees, connected to, resulting from, related to or arising from yourbreach of any representation or warranty herein, or other violation of theterms of the TOU or any User Agreement. You represent and warrant thatyou are at least 13 years old.
You acknowledge that the Web Site, throughCompany, its affiliates, and Company Representatives, undertakes no obligationto pre-screen User Upload Information, but that it has the right, in its solediscretion to modify, transmit over various networks, refuse, move, block accessto or remove any of User Upload Information. You agree that you must evaluate,and bear all risks associated with, the use of any of User Upload Informationincluding, but not limited to, any reliance on the legality, accuracy,authenticity, reliability, sufficiency, truth, suitability, quality, validity,timeliness, completeness, adequacy, usefulness, and currency of User UploadInformation. Since Company, its affiliates, and Company Representatives may notpre-screen user generated content, you may bear legal responsibility forothers’ exposure to any Questionable Content in your User Upload Information.
12. Disclaimer ofWarranties
THE WEB SITE, INCLUDING, WITHOUT LIMITATION,ALL CONTENT, SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH ORSENT FROM THE WEB SITE, ARE PROVIDED “AS IS,” “AS AVAILABLE, ” AND “WITH ALLFAULTS.” COMPANY, ITS AFFILIATES AND THEIR COMPANY REPRESENTATIVES SHALL NOT BELIABLE FOR ANY USE OR INABILITY TO USE OF, AND EACH MAKE NO REPRESENTATION ORWARRANTY, GUARANTEE, OR ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED)ABOUT,: (A) THE WEB SITE; (B) THE CONTENT, USER UPLOAD INFORMATION AND SOFTWAREON AND PROVIDED THROUGH THE WEB SITE; (C) THE FUNCTIONS MADE ACCESSIBLE ON ORACCESSED THROUGH THE WEB SITE; (D) THE MESSAGES AND INFORMATION SENT FROM THEWEB SITE BY USERS; (E) ANY PRODUCTS OR SERVICES OFFERED VIA THE WEB SITE ORHYPERTEXT LINKS TO THIRD PARTIES; AND/OR (F) SECURITY ASSOCIATED WITH THETRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEB SITE OR ANY LINKED SITE.
NONE OF THE COMPANY, ITS AFFILIATES OR COMPANYREPRESENTATIVES REPRESENTSOR WARRANTS THAT THE WEB SITE, ANY OF THE WEB SITE’SFUNCTIONS OR ANY CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE;THAT DEFECTS WILL BE CORRECTED; THAT THE WEB SITE OR THE SERVERS THAT MAKESTHEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT YOUR ACTIVITIESOR USE OF THE WEB SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANYEVENT, COMPANY, ITS AFFILIATES OR COMPANY REPRESENTATIVES SHALL NOT BE LIABLEFOR SUCH EVENTS AND SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THATBY USING ANY OF THE FEATURES OF THE WEB SITE, YOU ACT AT YOUR OWN RISK, AND YOUREPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHEREYOU ACCESS OR USE THE WEB SITE OR THE CONTENT.
FURTHER, COMPANY, ITS AFFILIATES AND COMPANYREPRESENTATIVES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUTLIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING, OROTHERWISE OR THOSE RELATING TO LEGALITY, ACCURACY, AUTHENTICITY, RELIABILITY,SUFFICIENCY, TRUTH, SUITABILITY, QUALITY, VALIDITY, TIMELINESS, COMPLETENESS,ADEQUACY, OR CURRENCY. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMEROF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO THEEXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THIS AGREEMENT.
13.Disclaimers/Limitation of Liability
YOU UNDERSTAND AND AGREE THAT COMPANY LIMITSITS LIABILITY IN CONNECTION WITH YOUR USE OF THE WEB SITE AS SET FORTH BELOW:
UNDER NO CIRCUMSTANCES SHALL COMPANY, ITSAFFILIATES OR COMPANY REPRESENTATIVES (COLLECTIVELY, THE “COMPANY ENTITIES ANDINDIVIDUALS”) BE LIABLE TO YOU FOR ANY LOSSES OF ANY KIND (INCLUDING, WITHOUTLIMITATION, FOR ANY SPECIAL, GENERAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY,ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF PROFITS, LOSS OFDATA, LOST SAVINGS, OR LOSSES ARISING FROM BUSINESS INTERRUPTION) THAT AREDIRECTLY OR INDIRECTLY RELATED TO OR IN CONNECTION WITH (1) THE TOU, THE WEBSITES, THE CONTENT, OR USER UPLOAD INFORMATION; (2) THE USE OF, INABILITY TOUSE, OR PERFORMANCE OF THE WEB SITES; (3) ANY ACTION TAKEN IN CONNECTION WITH ANINVESTIGATION BY COMPANY OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OFTHE WEB SITE OR CONTENT; (4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHTOWNERS; AND (5) ANY ERRORS OR OMISSIONS IN THE WEB SITE’S TECHNICAL OPERATION,EVEN IF FORESEEABLE OR EVEN IF THE COMPANY ENTITIES AND INDIVIDUALS HAVE BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT,NEGLIGENCE, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, WHETHERCAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONSFAILURE, OR THEFT OR DESTRUCTION OF THE WEB SITE).
THE COMPANY ENTITIES AND INDIVIDUALS ARE NOTRESPONSIBLE FOR ANY LOSSES TO YOUR OR ANY USER’S COMPUTER, MODEM, CELL PHONE,HARDWARE, SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUTLIMITATION, LOSSES FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING,FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION ORTRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHERMALFUNCTION. YOUR ACCESS TO AND USE OF THIS WEB SITE IS AT YOUR RISK. IF YOUARE DISSATISFIED WITH THE WEB SITE OR ANY OF THE CONTENT, YOUR SOLE ANDEXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEB SITE OR THECONTENT.
YOU RECOGNIZE AND CONFIRM THAT IN THE EVENTYOU INCUR ANY LOSSES OR INJURIES THAT ARISE OUT OF COMPANY’S, ITS AFFILIATES’OR COMPANY REPRESENTATIVES’ ACTS OR OMISSIONS, THE LOSSES, IF ANY, CAUSED TOYOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTIONPREVENTING ANY USE OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, PROGRAM,TELEVISION SHOW, MOTION PICTURE OR OTHER AUDIO/VISUAL CONTENT OWNED ORCONTROLLED BY COMPANY, ITS AFFILIATES AND/OR ITS COMPANY REPRESENTATIVES ORUSER UPLOAD INFORMATION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THEUSE, DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OREXPLOITATION OF ANY COMPANY WEB SITE, PROPERTY, PRODUCT, PROGRAM, TELEVISIONSHOW, MOTION PICTURE OR OTHER AUDIO/VISUAL CONTENT OR USER UPLOAD INFORMATION ORANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.
BY ACCESSING ANY OF THE WEB SITE, YOUUNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE ATTHIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOUACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THEBENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAWOF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOESNOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST INHIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
TO THE EXTENT CERTAIN JURISDICTIONS LIMIT THEEXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY HEREUNDER OR OTHERWISE RENDERANY PART OF THE EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY UNENFORCABLE,THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL BE MODIFIED TO THE MAXIMUM EXTENTPERMITTED BY LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify and holdharmless the Company Entities And Individuals with respect to any and allclaims, demands, suits, investigations, Losses, judgments, settlements, costsand expenses, including attorneys’ fees, arising out of, related to or inconnection with this TOU, including, without limitation: (a) your use of theWeb Site; (b) your violation of these TOU or any law, rule or regulation; (c)your use of the Content or User Upload Information; (d) your disclosure of anyaccess code or password related to the Web Site to others; (e) any agreement orrelationship you have with a third party; or (f) any of your User UploadInformation. You will use your best efforts to cooperate in the defense of anyclaim which indemnification is sought. Notwithstanding the foregoing, in theevent you fail to properly assume defense of such claim or respond theretowithin a reasonable period of time, or fail to properly defend such claim in adiligent and competent manner, Company may assume sole control and defensethereof and, upon such event, Company retains the exclusive right to settle,compromise and pay any and all claims, demands, proceedings, suits, actions orcauses of actions which are brought against Company Entities And Individualsherein under the terms and provisions of this Section 14 on your account and onyour risk. Company may participate in the defense of any such claim (orportions thereof) at its expense if it deems its interests conflict with thoseof yours in your defense thereof. In no event shall you settle or consent toany order on any claim without Company’s prior written approval.
15. Governing Law
THESE TOU AND THE INTERPRETATION OF THESE TOUSHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES AND SPECIFICALLY WILLNOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THEINTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE OR THE UNIFORM COMPUTERINFORMATION TRANSACTION ACT.
16. Jurisdiction andVenue
You waive all rights to trial by jury in anyaction or proceeding instituted in connection with these TOU and/or the WebSite. Any controversy or claim arising out of or relating to these TOU and/orthe Web Site (or the enforceability thereof) shall be settled by bindingarbitration in accordance with the commercial arbitration rules of the AmericanArbitration Association. Any such controversy or claim shall be arbitrated onan individual basis, and shall not be consolidated in any arbitration with anyclaim or controversy of any other party. The arbitration shall be conducted inthe State of New York, in the City of New York, County of New York, andjudgment on the arbitration award may be entered into any court havingjurisdiction thereof. Any matters or proceedings that are not subject toarbitration as set forth in this Section 16 of these TOU and/or for enteringany judgment on an arbitration award, shall take place in the State of NewYork, in the City of New York, County of New York. You waive the defense offorum non conveniens.
You are solely responsible for compliance withapplicable laws, rules, and regulations in connection with your use of the WebSite and the Content, including, without limitation, those governing yourtransmission or use of any software or data. These TOU and any applicable enduser license or similar agreements contain the sole and entire agreementbetween the parties with respect to the Web Sites, the Content and User UploadInformation and supersedes any and all other prior written or oral agreementsbetween them. These TOU shall not constitute a formal offer, bindingobligation or agreement to provide any Company product, process or serviceunder any circumstance. An agreement for any Company product, process orservice shall only be evidenced by a formal written agreement entered into byan authorized Company representative. The section titles in these TOU are foryour convenience only and do not have any legal or contractual effect. Youagree that these TOU will not be construed against Company by virtue of havingdrafted these TOU. If any provision of these TOU shall be held invalid orunenforceable by any court of competent jurisdiction or as a result of future legislativeaction, such holding or action shall be strictly construed and shall not affectthe validity or effect of any other provision of these TOU. No waiver on thepart of Company of any of these TOU will be of any force or effect unless madein writing and signed by a duly authorized officer of Company.
Company reserves the right at any time tocharge fees for access to portions of the Web Sites provided we obtain yourprior agreement to pay such charges. We will give you advance notice of suchfees and the opportunity to opt-out of any such features before such chargesare imposed. You shall pay all fees and charges in a manner prescribed byCompany at the rates in effect for the billing period in which such fees andcharges are incurred, including, but not limited to charges for any products orservices offered for sale through the Web Site or by any other vendor orservice provider. All fees and charges shall be billed to and paid for by you.You shall pay all applicable taxes relating to use of the Web Site through youraccount.
You understand and agree that Company willdetermine your compliance with these TOU in its sole discretion. Companyreserves the right to terminate this Agreement at any time and/or deny accessto all or part of the Web Sites and to deny access to any person in its solediscretion without notice or liability of any kind. Any violation of these TOUmay be referred to law enforcement authorities. Upon termination of your useraccount or access to the Web Site, or upon demand by Company, you must destroyall materials obtained from this Web Site and all related documentation. Company may terminate these TOU and your access to the Web Site at any time forany reason without prior notice.
Last revised November 1, 2021