3. LANGUAGE OF THE TERMS
4. VIOLATION OF TERMS
Our Website is provided for your personal information and non-commercial use. The commercial use, reproduction, transmission or distribution of any information, software or other material made available through our Website without our prior written consent is strictly prohibited. You agree to use our Website only for purposes that are lawful and permitted by the Terms. Any person determined by us, in our sole discretion, to have violated the rights of others may be barred from using our Website and/or submitting or posting any further material on our Website.
You specifically agree not to access (or attempt to access), or systematically retrieve data from, any part of our Website through any automated means (including use of scripts, bots or web crawlers). Gathering data from our Website through harvesting or automated means is strictly prohibited. You agree that you will not engage in any activity that interferes with or disrupts our Website or interferes with any other party’s use and enjoyment of our Website.
Our Website may contain message boards and other areas where you may post or upload messages or other user-generated content such as video, photos, blogs, comments, or other materials (collectively, “User Content”). You are solely responsible for all User Content you upload or post to our Website. We do not control the User Content and, as such, do not guarantee the accuracy, integrity or quality of such User Content.
In no event shall we assume or have any responsibility or liability for any User Content or for any claims, damages or losses resulting from your use of our Website and/or the appearance of User Content on our Website. You hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information it contains and that such User Content shall not infringe, violate or misappropriate any intellectual property or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information. We assume no responsibility for determining who holds title to or ownership of any intellectual property, expressly including, but not limited to, intellectual property of User Content submitted to or posted on our Website.
User Content or intellectual property belonging to others may not be used or submitted unless you have obtained the owner’s express permission to do so. By submitting any User Content or intellectual property to our Website, you expressly represent and warrant that you have obtained and/or hold all necessary permissions, authorizations, and/or licenses. In accord, any liabilities of this nature or in any way related to intellectual property rest with you, and you expressly agree to hold us harmless for any claims, damages, costs, and or expenses resulting from the use of any unauthorized intellectual property.
You acknowledge that we may or may not pre-screen User Content, but that we shall have the right (but not the obligation) in our sole discretion to pre-screen, refuse, or remove any User Content that is available on our Website. Without limiting the foregoing, we shall have the right to remove any User Content that violates these Terms or is otherwise objectionable.
We do not claim ownership of any User Content you post, submit or upload to the Website. By submitting, posting or uploading User Content to the Website, you automatically and hereby grant to us, and our its affiliates and subsidiaries a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable right and license to use, publish, perform, display, exhibit, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense and otherwise exploit such User Content (in whole or in part) in any form, media or technology now known or hereafter developed. You also permit any other user to access, view, store or reproduce the User Content for that user’s personal use.
If you use our Website, and if you post or upload any User Content to our Website, you expressly agree to the following rules of conduct and represent and warranty as follows.
You agree not to post or upload any User Content that violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others. You agree that if necessary, you have the consent of each and every identifiable person in any User Content you upload or post to use such person’s name or likeness in the manner contemplated by our Website.
You agree not to post or upload any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. You agree not to post or upload any User Content that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability;
You agree not to post or upload any User Content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them. You agree not to post or upload User Content which contains advertising, marketing or any solicitation for products or services, or any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
You agree not to impersonate any person or entity, including, but not limited to, any of our employees, or falsely state or otherwise misrepresent your affiliation with any person or entity. You agree not to “stalk” or otherwise harass another. You agree not to collect or store personal data about other users or otherwise violate another user’s privacy. You agree not to post or upload any User Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Website. You agree not to upload or post any User Content that violates, infringes or misappropriates any third party’s copyright, trademark, trade secret, right of publicity or other intellectual property or proprietary right. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission.
By submitting ideas, suggestions, documents, and/or proposals (“Suggestions”) to us through its suggestion or feedback pages, you acknowledge and agree that: (a) your Suggestions do not contain confidential or proprietary information; (b) we are not under any obligation of confidentiality, express or implied, with respect to the Suggestions; (c) we may use or disclose (or choose not to use or disclose) your Suggestions for any purpose, in any way, in any media worldwide; (d) we may have something similar to the Suggestions already under consideration or in development; (e) your Suggestions automatically become our property without any obligation on us to you and you hereby assign to us all right, title and interest (including all intellectual property rights) in such Suggestions; and (f) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.
You acknowledge that our Website may contains text, software, logos, slogans, photos, video, graphics, music and sound, and other content (“Content”) that is protected by copyright, trademark, trade dress, patent, trade secret and/or other intellectual or proprietary rights. Our Website and its Content, features, and functionality are owned by us and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. None of the Content may be downloaded, copied, reproduced, transmitted, stored, sold, or distributed without our prior written consent. You acknowledge that you do not acquire any ownership rights in the Content by use of our Website.
Without limiting the generality of the foregoing, we own the copyright in the selection, coordination, arrangement and enhancement of such Content, as well as in some or all of the Content original to it. You may not copy, modify, decompile, reverse engineer, publish, distribute, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Content in whole or in part without our express permission or as otherwise expressly permitted by applicable law.
You agree that all of our trademarks, certification marks, trade names, service marks and other logos and brand features (“Marks”) are the exclusive property of ours or our subsidiaries or affiliates. Without our prior written permission, you agree not to display or use the Marks in any unlawful manner. Without limiting the generality of the foregoing, nothing herein shall be construed as granting you any rights to use any of our Marks.
The use of any of our Content or our Marks or our intellectual property without our express written consent is strictly prohibited. You may not use our Content or Marks or intellectual property in connection with any product or service in any way that is likely to cause confusion or harm. You may not use our Content or our Marks or our intellectual property in any manner that disparages or discredits us. You may not use any of our Content or Marks or our intellectual property in meta tags without prior explicit consent.
For your convenience, our Website may include, or third-parties may provide, links to other Websites or resources. You acknowledge and agree that we are not responsible for the availability of such external websites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such websites or resources.
If you decide to access any of the third party websites linked to our Website, you do so at your own risk. Furthermore, the presence of links do not imply that we are affiliated or associated with the linked website, or that any linked website is authorized to use any of our Marks. In order to establish a hyperlink to our Website, you must contact us to obtain our approval of the link. You may only use the text and images provided or approved by us, in the manner and location specified by us, and you must abide by the terms and conditions provided by us at that time.
YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE, OUR SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, CONTENT PROVIDERS AND LICENSORS, EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (i) THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; (ii) NON-INFRINGEMENT; (iii) THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (iv) WITH RESPECT TO THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE WEBSITE.
NEITHER WE, OUR SUBSIDIARIES AND AFFILIATES, EACH OF THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, CONTENT PROVIDERS OR LICENSORS, ARE LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF USERS OF THE WEBSITE OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, CONTENT PROVIDERS AND LICENSORS, SHALL NOT BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU.
You agree to indemnify and hold us, our subsidiaries and affiliates, and each of their respective trustees, officers, employees, agents, contractors, partners, content providers and licensors, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (A) Content you submit, post, transmit, modify or otherwise make available through the Website; (B) your use of the Website; (C) your violation of these Terms; or (D) your violation of any rights of another.
Grounds for such termination, limitation of access or suspension include without limitation: (A) breaches or violations of these Terms (including any Additional Terms); (B) requests by law enforcement or other government agencies; (C) discontinuance or material modification to the Website (or any part thereof); (D) unexpected technical or security issues or problems; and/or (E) engagement by you in fraudulent or illegal activities. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in our sole discretion and that we shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Website.
By using our Website, you agree that: (1) any claim, dispute, or controversy you may have against us arising out of, relating to, or connected in any way with these Terms or our Website, may be, at our sole and exclusive discretion, resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (2) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and us; (3) the arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (4) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or our individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and (5) with the exception of subpart (4) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.
If, however, subpart (4) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor us shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, you may visit the AAA website at www.adr.org.
You and we each agree that these Terms and the relationship between the parties shall be governed by the laws of the state of New York, USA without regard to any conflict of law provisions or rules and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these Terms, or the relationship between you and us, shall be brought exclusively in the courts located in New York County or the U.S. District Court for the Southern District of New York.
You and we each agree to submit to the exclusive personal jurisdiction of the courts located within New York County or the Southern District of New York, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
These Terms constitute the entire agreement between you and us and governs your use of our Website, superseding any prior version of these Terms between you and us with respect to our Website. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. The section titles in these Terms are for convenience only and have no legal or contractual effect.
You may have other agreements with us. Those agreements are separate and in addition to these Terms. These Terms do not modify, revise or amend the terms of any other agreements you may have with us.
The information available on our Website is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. You should not construe this as legal, accounting or other professional advice. Use of the information on our Website is at your own risk.
We do not guarantee any program or service described on our Website will be available or that you will be eligible for any service.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Website or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Our not exercising or enforcing any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.