THESE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND US. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE.
We reserve the right, in our sole discretion, to modify, update, alter, revise and/or edit these Terms (“Updated Terms”) from time to time. You agree that we may notify you of the Updated Terms by posting them on the Site and that your use of the Site after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to, and consent to be bound by, the Updated Terms. Accordingly, you should review these Terms and any Updated Terms before using the Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified therein, and will apply to your use of the Site thereon.
To the extent allowed by law, the English version of these Terms is binding and other translations are for convenience only. If you do not wish to accept these Terms, you must discontinue your use of the Site, and any other voluntary interaction you may have with the Site, immediately.
USER CODE OF CONDUCT
You agree not to use the Site for any illegal or unauthorized purpose.
You must be at least thirteen (13) years old to use the Site, and you agree that you have the legal right and capacity to enter into these Terms in your jurisdiction. You must not change, modify, adapt or alter the Site or change, modify or alter another website so as to falsely imply that it is associated with the Site or us. You are solely responsible for any activity that occurs during your interactions with the Site.
Subject to your compliance with these Terms, we hereby grant you permission to access and use the Site, provided that you shall not (and shall not allow any third party to): (a) engage in commercial use of the Site or any content on, or obtained through, or in connection with any of your interactions with, the Site; (b) reproduce, copy, display, store, perform, re-post, publish, transmit, distribute, sell, offer for sale, license, modify, create derivative works, or otherwise use any portion of the content offered on, or obtained through any of your interactions with, the Site for other than your own personal, non-commercial use; (c) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or in or on any content or other material obtained via the Site; (d) copy, imitate, or use, in whole or in part, without our prior written consent, our name, logo, page headers, custom graphics, button icons, or scripts; (e) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or sell, assign, sublicense or otherwise transfer any right in the technology or software underlying the Site or any of the services provided to Users thereby; (f) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Site; (g) during any of your interactions with the Site, collect or harvest any information whatsoever about any other Users, for any purpose; (h) reformat or frame any portion of the web pages that are part of the Site, or media that is part of the Site or made available by the Site; (i) create or transmit unwanted electronic communications such as “spam” to us or other Users, or otherwise interfere with their enjoyment of the Site; (j) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (k) use the Site to violate the security of any computer network, crack passwords or security encryption codes, or transfer or store illegal material, including any material that may be deemed threatening or obscene; (l) copy or modify the HTML code used to generate web pages on the Site; (m) use any device, software or procedure that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site, or the use or enjoyment of thereof by us or any User; (n) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our IT infrastructure; (o) modify, adapt, translate, or reverse engineer any portion of the Site; (p) use or interact with the Site in any manner for the primary purpose of annoying, harassing, defaming, or misleading us, any User, or any other individual or entity whatsoever; (q) disseminate any material which infringes, or may infringe, the rights (including intellectual property rights) of any User or any third party whatsoever, or which is unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, in breach of confidence, in breach of privacy, or which constitutes or encourages conduct that may be considered a criminal offense or give rise to civil liability; (r) disseminate any material which, in our sole discretion, does or may bring us into disrepute or in any way damage our reputation in any manner whatsoever; (s) promote or encourage the sale of goods and/or services by you, another User, or any third party whatsoever; (t) solicit any User to join or become members of any commercial online or offline service or other organization; (u) post, or otherwise make available through any of your interactions with the Site whatsoever, any link(s) to web pages or any other material that contravene any of the above restrictions; or (u) use or interact with the Site in any manner whatsoever that violates any applicable international, national, federal, state, provincial, or local law or regulation.
Unless we agree in writing to the contrary, you may only view materials made available by the Site on a computer screen, and may only print a single copy (and are hereby prohibited from conducting or permitting any further copying) and are prohibited from allowing anyone else to view the Site or any material whatsoever made available to you by the Site, whether in print or on a screen. You agree not to distribute, reproduce, modify, store, transfer or in any other way use any information whatsoever that is made available on the Site by any User or any other individual or entity (including as part of any database, library, news, information, archive, website or similar service) other than as permitted in these Terms.
By interacting with the Site, you represent and warrant that any registration information you submit is truthful and accurate. Any profile that you may compose upon registering for the Site must describe you, an individual person. Examples of inappropriate profiles include, but are not limited to, profiles that purport to represent an animal, place, inanimate object, fictional character, or real individual who is not you.
Furthermore, any User log in credentials are personal to the User named on the account and cannot be shared with or used by any other User, or any other individual or entity. The sharing of passwords, login information, or user identification is forbidden. We reserve the right to monitor use of the Site to ensure compliance with these Terms and prevent fraudulent use. Such monitoring of use may include but will not be limited to determining whether or not the Service is accessed under the account from multiple source or IP Addresses.
Users hereby grant and will grant to us and our affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and/or otherwise use Uploaded Content for any purpose we deem necessary or desirable in reacting to the details contained in or communicated by any Uploaded Content.
You agree that we are not responsible or liable for the conduct, Uploaded Content, or materials associated with any User, including, but not limited to, any errors, omissions, losses or damages of any kind incurred as a result of any Uploaded Content or interactions by and among Users otherwise associated with the Site. We reserve the right, but have no obligation, to monitor or become involved in disputes among Users.
WE AND OUR REPRESENTATIVES (HEREINAFTER DEFINED) SPECIFICALLY DISCLAIM (AND YOU HEREBY HOLD US AND OUR REPRESENTATIVES HARMLESS FROM) ANY AND ALL RESPONSIBILITY OR LIABILITY, WHETHER DIRECT OR INDIRECT, TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY UPLOADED CONTENT, AND YOU HEREBY RELEASE AND HOLD HARMLESS US AND OUR REPRESENTATIVES FROM ANY AND ALL CLAIMS, LEGAL OR EQUITABLE, IN CONNECTION WITH OR ARISING FROM OUR CORRESPONDING USES OF, AND RESPONSES AND REACTIONS THERETO THAT WE DEEM NECESSARY OR DESIRABLE IN OUR SOLE DISCRETION.
You agree that we have no responsibility or liability for the deletion or failure to store any data associated with the Site or other Uploaded Content and that we reserve the right to change these general practices and limits at any time, in our sole discretion. You also acknowledge that the Internet may be subject to breaches of security and that your use of the Site or provision of any other information thereon may not be secure. You acknowledge and agree that your relationship with the Site does not create a confidential, fiduciary or other types of special relationship with us, and that your decision to utilize the Site and interact with the Site in any manner whatsoever does not place us in a position that is any different from the position held by members of the general public.
WE MAY TERMINATE YOUR ACCESS TO THE SITE FOR ANY REASON WHATSOEVER
IN OUR SOLE DISCRETION, AND WITHOUT CAUSE, WE MAY TERMINATE, MODIFY, OR SUSPEND YOUR ABILITY TO ACCESS THE SITE.
Violation of the letter or the spirit of these Terms (or the creation of other risk or possible legal exposure for us) may, in our sole discretion, result in termination, suspension, or modification of your ability to access the Site, and may influence any and all other interactions or associations that you may have with us. Any activity that we suspect, in our sole discretion, to be fraudulent, abusive or illegal, which we reasonably believe to be caused by User interactions in and on the Site, may be referred by us to appropriate law enforcement authorities.
You agree that we may terminate, suspend, or modify your access to the Site, or take other reasonable actions in reacting or responding to suspected fraudulent, abusive, illegal, and other conduct that we deem, in our sole discretion, to violate these Terms, without prior notice; furthermore, you agree that we will not be liable to you or any third party for any such termination, suspension, or modification of your access to the Site, or for any reasonable actions we take in response to suspected fraudulent, abusive, illegal, and other violative conduct.
WE MAY ADVERTISE AND PROMOTE ON THE SITE, IN OUR SOLE DISCRETION
We may now, or in the future, elect to create advertising revenue and, in furtherance thereof, may display advertisements and promotions, and you hereby agree that we may place such advertising and promotions on the Site. The manner, mode, and extent of such advertising and promotions are subject to change without specific notice to you. You acknowledge that we may not always identify paid services, sponsored content or commercial communications as such.
USERS ARE SOLELY RESPONSIBLE FOR ANY THIRD-PARTY INTERACTIONS
FUNCTIONALITY ON THE SITE MAY PERMIT INTERACTIONS BETWEEN USERS AND THIRD-PARTY WEBSITES OR FEATURES, INCLUDING APPLICATIONS, LINKS OR OTHER FEATURES THAT MAY CONNECT THE SITE WITH THIRD-PARTY WEBSITES OR FEATURES. WE DO NOT CONTROL, MAINTAIN, OR ENDORSE ANY THIRD PARTY CONTENT ACCESSIBLE ON, OR OTHERWISE ASSOCIATED WITH THE SITE UNLESS EXPLICITLY PROVIDED OTHERWISE. FURTHERMORE, THESE TERMS DO NOT GOVERN ANY INTERACTIONS THAT MAY OCCUR WHEN USERS ELECT TO ENTER, REGISTER, UTILIZE, OR OTHERWISE INTERACT WITH, IN ANY MANNER WHATSOEVER, ANY THIRD PARTY, REGARDLESS OF WHETHER ACCESS TO THIRD PARTY INTERACTIONS ARE AVAILABLE ON THE SITE, OR WHETHER SUCH INTERACTIONS BETWEEN USERS AND THIRD PARTIES ARE OTHERWISE CAUSED OR OCCASIONED BY INTERACTING WITH THE SITE. ANY INTERACTIONS BY AND AMONG USERS AND THIRD PARTIES SHALL BE GOVERNED BY THE TERMS OF SUCH THIRD PARTIES. ANY SUBCONTRACTORS, THIRD-PARTY WEBSITES OR SERVICES, OR ANY WEBSITES OF OUR ADVERTISERS, SPONSORS, SUBCONTRACTORS, AND AFFILIATED ENTITIES THAT ARE ACCESSIBLE THROUGH THE SITE ARE ALSO CONSIDERED THIRD PARTIES FOR PURPOSES OF THIS AGREEMENT.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, AND ANY INFORMATION WE PROVIDE THEREON IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER US NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, OUR “REPRESENTATIVES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, OR STATUTORY AS TO: (A) THE SITE; (B) ANY AND ALL INFORMATION PROVIDED ON THE SITE, OR OBTAINED THROUGH OR IN CONNECTION WITH INTERACTING WITH THE SITE IN ANY MANNER WHATSOEVER, IN ANY FORM OR CAPACITY, REGARDLESS OF ITS PURPOSE; (C) UPLOADED CONTENT, OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION ONTO OR FROM THE SITE. IN ADDITION, WE AND OUR REPRESENTATIVES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED ASSOCIATED WITH ANY USER’S USE OF THE WEBSITE, ON ANY DEVICE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
WE AND OUR REPRESENTATIVES DO NOT REPRESENT OR WARRANT (A) THAT THE SITE WILL BE ERROR-FREE, TIMELY OR UNINTERRUPTED; (B) THAT DEFECTS WILL BE CORRECTED; OR (C) THAT ANY SERVICES OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. WE AND OUR REPRESENTATIVES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ANY INFORMATION WHATSOEVER (INCLUDING ANY INSTRUCTIONS) ON THE SITE, OR OBTAINED THROUGH OR IN CONNECTION WITH INTERACTING WITH THE SITE IN ANY MANNER WHATSOEVER, REGARDLESS OF ITS PURPOSE, IS ACCURATE, COMPLETE OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. WE AND OUR REPRESENTATIVES DO NOT WARRANT THAT RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE WILL BE ACCURATE OR RELIABLE OR THAT THE QUALITY OF ANY INFORMATION DISSEMINATED THROUGH THE SITE WILL MEET YOUR EXPECTATIONS. WE AND OUR REPRESENTATIVES DO NOT WARRANT THAT YOUR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WE AND OUR REPRESENTATIVES SPECIFICALLY DISCLAIM SUCH WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF AND INTERACTIONS WITH THE SITE DO NOT CREATE A CONFIDENTIAL, FIDUCIARY OR OTHER TYPE OF SPECIAL RELATIONSHIP. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS.
BY ACCESSING OR USING THE SITE, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE.
LIMITATION OF LIABILITY; WAIVER
UNDER NO CIRCUMSTANCES WILL WE AND/OR OUR REPRESENTATIVES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SITE; (B) ANY AND ALL INFORMATION PROVIDED ON THE SITE, OR OBTAINED THROUGH OR IN CONNECTION WITH INTERACTING WITH THE SITE IN ANY MANNER WHATSOEVER; (C) UPLOADED CONTENT, INCLUDING OUR USES OF AND REACTIONS TO UPLOADED CONTENT; (D) ANY AND ALL INTERACTIONS BY AND AMONG USERS, AND BY AND AMONG USERS AND THIRD PARTIES; (E) TERMINATION, SUSPENSION, OR MODIFICATION OF A USER’S ACCESS TO THE SITE; (F) A USER’S USE OF OR INABILITY TO USE THE SITE, OR THE PERFORMANCE OF THE SITE OTHERWISE; (G) ANY USER’S INTERACTION WITH ANY THIRD PARTY, REGARDLESS OF WHETHER ACCESS TO THIRD PARTY INTERACTIONS ARE AVAILABLE ON THE SITE, OR WHETHER SUCH INTERACTIONS BETWEEN USERS AND THIRD PARTIES ARE OTHERWISE CAUSED OR OCCASSIONED BY INTERACTING WITH THE SITE; (H) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY US AND/OR OUR REPRESENTATIVES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SITE; (I) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS, INCLUDING BY US AND ANY AND ALL THIRD PARTIES; (J) ANY ERRORS OR OMISSIONS IN THE OPERATION OF THE SITE; AND/OR (I) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF WE AND/OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITE).
IN NO EVENT WILL WE AND/OR OUR REPRESENTATIVES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL WE AND/OR OUR REPRESENTATIVES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICES, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY US AND/OR OUR REPRESENTATIVES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICES OR OTHER CONTENT OWNED OR CONTROLLED BY US AND/OR OUR REPRESENTATIVES.
BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU ARE HEREBY EXPRESSLY WAIVING THE BENEFITS OF ANY LAW OF ANY STATE OR TERRITORY PROVIDING THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTING THE RELEASE, REGARDLESS OF WHETHER KNOWLEDGE OF THE CLAIM WOULD MATERIALLY AFFECT ANY SETTLEMENT WITH THE DEBTOR.
WE ARE NOT RESPONSIBLE FOR ANY USER’S INTERACTION WITH ANY THIRD PARTY, NOR THE ACTIONS, CONTENT, INFORMATION OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
Each and every User agrees to defend (at our request), indemnify on demand and hold us and our Representatives harmless from and against any claims, liabilities, damages, losses, and expenses, awards, fines, rights, actions of any kind and injuries (including death) as well as, without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected or relating with any of the following: (i) your Uploaded Content, or your access and/or use of the Site; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (v) any misrepresentation made by you; and (vi) any and all of your interactions with third parties, regardless of whether access to such third party interactions are available on the Site, or whether such interactions between Users and third parties are otherwise caused or occasioned by interacting with the Site. You will fully cooperate as we require in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not, in any event, settle any claim without our prior written consent.
Except if you opt-out, or for disputes relating to: (1) intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); or (2) violations of the indemnity obligations provided herein (collectively referred to herein as “Excluded Disputes”), you agree that all disputes between us and you (whether or not such dispute involves a third party) in regard to your relationship with the Site, in any capacity, including without limitation disputes related to these Terms and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association’s (“AAA”) rules for arbitration of consumer-related disputes, and we and you hereby expressly waive trial by jury. You may bring claims only on your own behalf. Neither we nor you will participate in a class action or class-wide arbitration for any claims covered by these Terms. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. If residing in the United States, these Terms evidence a transaction in interstate commerce, and thus the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitrator is bound by these Terms. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability and arbitrability of the arbitration provision. Unless we come to an agreement with you otherwise, any arbitration hearings will take place in the State of New York, County of Suffolk. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
YOU HEREBY AGREE WITH US THAT NEITHER WE NOR YOU MAY BRING A CLAIM AS A PLAINTIFF IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, CLAIMS HEREUNDER, BY EITHER PARTY MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY. Further, unless we come to an agreement with you in writing otherwise, the arbitrator may not consolidate more than one person’s claim or claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific subsection regarding class actions, consolidated arbitrations or acting in a representative proceeding is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
This arbitration provision shall survive termination of these Terms. You may opt-out of this agreement to arbitrate. If you do so, neither we nor you can require the other to participate in an arbitration proceeding. To opt-out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address (the “Notice Address”) to opt-out: ED TECHNOLOGY SPECIALISTS INC., P.O. Box 16, Rocky Point, NY 11778. You must include your name and residence address, as well as a clear statement that you want to opt-out of this arbitration agreement.
Notwithstanding any provision in these Terms to the contrary, we agree that if we make any changes to this arbitration provision in the future (other than a change to the Notice Address) while you are a User of the Site, you may reject any such change by sending us written notice within thirty (30) calendar days of the change. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision. The provisions of this arbitration agreement shall only be in effect to the extent they are permitted under applicable laws. If the AAA Rules cannot be applied to an arbitration under applicable law, then the rules of the local governing arbitration body shall apply instead.
GOVERNING LAW & VENUE
These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with us exclusively in a state or federal court located in Eastern District, New York, and to submit to the personal jurisdiction of the courts located in Suffolk County for the purpose of litigating all such disputes.
If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. We reserve the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This Governing Law provision will survive the termination of any or all of your transactions with us.
If you are using the Site on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms constitute the entire agreement between us and you and govern your use of the Site, superseding any prior agreements between us and you. You will not assign the Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any purported assignment or delegation by you without our prior written consent will be null and void. We may assign these Terms or any rights hereunder without your consent. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions, unless otherwise specifically provided for herein, and the remaining provisions of the Terms remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms. These Terms do not confer any third-party beneficiary rights. Our failure to exercise or enforce 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 (or is otherwise) 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 these Terms shall remain in full force and effect, unless otherwise specifically provided for herein. 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 the Site, these Terms, or any incidence, connection (direct or indirect), communication, or interaction with the Site otherwise, must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The information provided within the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us and/or our Representatives to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Site or any portion thereof, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any and all content, programs, products, services or other features. You represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list, and recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Site, including as it concerns online conduct and acceptable content.
The effective date of these Terms is July 9, 2020. These Terms were written in English (US). To the extent any translated version of these Terms conflicts with the English version, the English version controls.