TERMS AND CONDITIONS
Effective Date: 01/01/2019
The situating of the Site on the World Wide Web and/or Internet constitutes a continuing offer by the Company to You to Use, as such term is defined below, the Site according to the Terms. By utilizing the Site in any manner, including, without limitation, by viewing the same (collectively, a “Use”), You accept that offer and these terms and conditions and form a binding contract between us for You to adhere to the same. You stipulate that sufficient consideration exists to create that contract, and that it is therefore binding upon them. Further, by Your Use of the Site, You make the material representation upon which You wish the Company to reasonably rely that You will adhere to the Terms in connection with Your Use of the Site. Furthermore, by submitting or posting any content, photographs, images, comments and/or feedback to the Site, whether solicited or unsolicited, these Terms are further affirmed. If You are dissatisfied with any of the Terms, Your sole and exclusive remedy is to discontinue Using the Site. Finally, by Your Use of the Site, You also stipulate that a violation of any of the Terms will result in irreparable harm to the Company not compensable in money damages, such that, without limitation, injunctive relief shall be a necessary and appropriate remedy.
Company retains the right to change the content of the Site or these Terms at any time. Any changes made to these Terms shall be effective immediately upon posting. Your continued use of the Site constitutes acceptance of those changes.
Nothing contained on the Site shall be construed as a representation to be reasonably relied upon. In no event shall anything on the Site be construed either to create a duty of care or to constitute a representation by Company of any sort to be relied upon by You in any manner whatsoever.
Moreover, and without limitation, Company takes no responsibility for the information contained on any website to which this one may be linked, as the same is completely independent of the Site. You acknowledge and agree that Your participation in and on the Site is at Your own risk.
In no event shall the Company or the Site be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential and/or incidental, arising out of or relating to your conduct or anyone else’s conduct in connection with the use of the Site or any services offered thereby including, without limitation, defamation, loss of business, damage to goodwill and reputation and/or any other damages resulting from information and/or content submitted by any user of the Site or otherwise taking place through the Site.
Content. Company takes no responsibility and assumes no liability for any User Content (as defined below) or Solicited Content (as defined below). You acknowledge that by submitting, posting or publishing the User Content and/or Solicited Content or otherwise providing User Content and/or Solicited Content to the Site or the Company, it may be publicly available to view by any user of the Site or other third party. Accordingly, by providing User Content and/or Solicited Content to the Site and/or the Company, in any manner, the You waive any and all privacy expectations that You may have in and to that content and authorize the Site and the Company to freely use the same.
Company is not responsible for any User Content, Solicited Content and any other content posted by any users of the Site. You acknowledge and agree that Your participation in and on the Site including, without limitation, posting and/or transmitting User Content and/or Solicited Content, reviewing other users’ User Content or otherwise engaging in any communications with other users is at Your own risk.
The Company does not endorse any opinions or views expressed and/or accessible on the Site or by any user of the Site or other third party including, without limitation, any opinions or views expressed in any User Content, Solicited Content and/or any other material that is downloadable and/or accessible via the Site. Rather, such materials and content contains opinions and views that may or may not have been substantiated by scientific and/or empirical evidence or data. Nothing therein should be construed as a fact. In addition, the views expressed in any User Content and/or Solicited Content are merely those of the poster or advertiser, and do not necessarily reflect the views of the Company or any person or entity affiliated with the Company. The Company has no obligation to screen in advance, nor is the Company responsible for screening or monitoring User Content and/or Solicited Content. The Company undertakes no duty and specifically disclaims any duty to do so, but retains the right in its sole discretion to: (a) review, delete, re-arrange or restrict access to any User Content, Solicited Content or other content submitted to the Company for any reason; (b) identify You or any other user to third parties; (c) identify and/or disclose to third parties any User Content, Solicited Content or other personally identifiable information of You or the User when the Company determines that such identification or disclosure will (i) facilitate compliance with laws, including without limitation, complying with a court order or subpoena; (ii) help enforce these Terms; (iii) protect the safety or security or any person or property; or (iv) otherwise benefit the Company, as determined by the Company in its sole discretion. The Company may, but shall be under no obligation to, expel You and prevent Your further access to the Site for violating these Terms, applicable law, rule or regulation, or for conduct that is abusive, illegal or disruptive, or otherwise poses a potential liability for the Company.
Fee. There is currently no fee for Using the Site (“Fee”). Nevertheless, Company maintains the right to implement or modify the Fee at any time and in its sole discretion. Notice of the change of this Site’s policy regarding Fees will be provided to You by posting such a change on the Site.
Content Submitted to the Site. All content, text, images, photos, graphics, audio files, video files and other materials displayed on the Site are either the property of, or used with permission by, the Company. With the limited exception for Your Solicited Content (as defined below), the use of the content, text, images, photos, graphics, audio files, video files and other materials in this regard by You, or anyone else authorized by You, is strictly prohibited. Any unauthorized use of these materials may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
As used herein, the term “User Content” refers to all content, text, images, photos, graphics, audio files, video files and other materials submitted to the Company by You or other Site Users other than the Solicited Content including, without limitation, any ideas, concepts or inventions that You send to the Company relating to the Site, the Company or in any way relating to any business models of the Company or the Site or improvements thereto.
You hereby assign, transfer and grant to Company all right, title and interest in and to the results and proceeds of the User Content and any and all intellectual property related thereto, all of which shall be the sole and exclusive property of Company in perpetuity and throughout the Universe. This shall include, without limitation: (i) any copyrights and all rights associated therewith including; (ii) trademarks and any and all other ownership and exploitation rights now or hereafter recognized in any territory; (iii) patent and trade secret rights, if any, associated therewith; (iv) the right to adapt, change, delete from and add to such results and proceeds, and to use all or any part thereof in new versions and adaptations; and, (v) all rights generally known as “moral rights.” It is Your intention that all contributions made by You in this regard, including, without limitation, the User Content be the sole and exclusive property of Company and You hereby represent that You know of no competing claim of ownership. Moreover, in the event that any applicable law prohibits or limits such assignment, You hereby irrevocably, exclusively and on a royalty-free basis, licenses to Company all right, title and interest in and to the User Content.
Moreover, and without limiting the foregoing, such assignment or license, as set forth above, shall include without limitation all rights, title and interest in the User Content including, without limitation, all copyright and intellectual property rights related to the User Content, and any registrations and applications relating thereto and any renewals and extensions thereof, and in and to all works based upon or derived from the User Content and in all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action either in law or equity for the past, present and future infringement based on the User Content throughout the world.
Notwithstanding the foregoing, Company does not claim any ownership rights in the text, images, photos or other materials that are submitted to the Company by You or other Site users in response to the Company’s specific solicitation of same (the “Solicited Content”). Rather, all such rights to the Solicited Content shall be retained by the User, to the extent that the User
has such rights under applicable law. You acknowledge and agree that the Company’s acknowledgement of Your right to the intellectual property rights in Your Solicited Content does not constitute a legal opinion or legal advice, but rather, is intended solely as an expression of the Company’s intention to not require the user to forego certain rights or assign certain rights to the Company with regard to the Solicited Content, subject to these Terms.
However, by submitting any Solicited Content to the Company and/or the Site and/or requesting any Solicited Content to be posted and/or published on the Site, You are expressly granting the Company a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully compensated and sublicensable and transferable, limited license to modify, use, adapt, translate, create derivative works from, publicly perform, publicly display, republish, reproduce, transmit, retransmit, promote, reproduce, exploit and distribute Your Solicited Content in any form, media or technology now known or hereinafter discovered or created. Without limitation, You acknowledge and agree that the Company may exploit some or all of the Solicited Content, alone or in combination with other users’ Solicited Content or as a compilation, as determined by Company in its sole discretion, in any and all manners and in any and all forms of media now known or hereinafter discovered, and the Company shall not owe any compensation to You in connection with that use of Your User Content. Rather, You acknowledge that such use is expressly permitted hereunder and is subject to the within royalty-free, irrevocable license of Your Solicited Content. You further grant all other users of the Site non-exclusive access to Your Solicited Content through the Site, and to use, reproduce, distribute, display and perform such Solicited Content as permitted through the functionality of the Site and under these Terms. Moreover, as otherwise set forth herein, You represent and warrant that You have all right and title in and to Your Solicited Content, and that no aspect of Your Solicited Content, or the posting thereof, shall violate the rights of any third party. This shall include, without limitation, copyrights, contract rights, trademark rights, rights of privacy, rights of publicity or any other rights of any third party. Without limitation, Company takes no responsibility and assumes no liability for any Solicited Content.
You further acknowledge and agree that Company is under no obligation to post, display, republish, exploit, distribute or otherwise use Your Solicited Content in any manner whatsoever and/or to post or display Your Solicited Content immediately after You submit same, but may rather post and/or display Your Solicited Content at some other time in the future.
You promise and affirm that You will not submit to or cause to be posted on this Site including, without limitation, within any of Your User Content and/or Your Solicited Content, any defamatory, inaccurate, offensive, obscene, profane, threatening, harassing, otherwise illegal materials or materials that infringe upon another party’s rights (including, but not limited to, intellectual property rights).
Company shall have full right and discretion for any or no reason, and without notice to You to review, modify, delete and/or reinstate Your User Content and/or Your Solicited Content, in whole or in part, at any time, in its sole discretion.
You further acknowledge that You alone are responsible for Your Solicited Content and Your User Content but that once it is submitted to the Company, You may not be able to withdraw or remove it or prevent it from being published or displayed. You assume all risks associated with Your Solicited Content and/or User Content, including any other user’s reliance on its quality, accuracy or reliability, or any disclosure by You of information in Your Solicited Content and/or User Content that identifies You. Moreover, You acknowledge that by submitting or causing to be posted and/or published Your Solicited Content and/or Your User Content, You expose Yourself to potential liability, including, for example though without limitation, claims that Your Solicited Content and/or Your User Content includes information or materials that are false, misleading, defamatory, fraudulent, discloses a third party’s personal, private or otherwise confidential information or that it violates a third party’s intellectual property right, or otherwise harms another person or entity. You acknowledge and agree that Your use of the Site and any creation, and/or submission of Your Solicited Content and/or Your User Content is at Your own risk and that the Company and Site do not undertake any responsibility for the same.
The Company takes no responsibility for the communications or information contained in any advertisement submitted by third parties on the Site (collectively, “Third Party Content”). The views expressed in any Third Party Content are merely those of the poster, advertiser and/or any other user and do not necessarily reflect the views of the Company or any person or entity affiliated with the Company. The Company is not responsible for screening, monitoring and/or reviewing Third Party Content.
You further agree that the Company may enable advertisements, by it or by third parties, to be displayed above, below or adjacent to, or otherwise in connection with, Your User Content and/or Your Solicited Content. You acknowledge and agree that this shall not be deemed to be any type of endorsement by You, nor shall You have any right to approve or reject the same. You shall not be entitled to any compensation for such advertisements. Whether or not any such advertisements are posted, and if so, the style, content and manner in which they are posted shall be decided by the Company in its discretion and without any notice or consultation with You.
Access to Site - Limited License. The Site and the content provided therein, including without limitation, the text, graphics, button icons, audio clips, video clips, digital downloads, photographs, biographical information, data compilations and software, may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of the Company, which may be unreasonably withheld. Notwithstanding the foregoing, the Company grants You a limited non-exclusive license to make personal, non-commercial use of the Site and not to download (other than page caching) or modify any portion of the Site without the Company’s prior written approval, which may be unreasonably withheld. You are also granted a limited license to print copies of any materials posted on the Site, but only for Your personal, non-commercial use. Except as expressly provided, all rights are reserved. The Company may terminate this license at any time by amendment of these Terms.
Moreover, and notwithstanding the foregoing, if You exercise Your rights under the above-referenced license, You must retain all copyright and trademark notices, including any other proprietary notices, contained in the materials. You shall not, under any circumstances, alter, obscure or obliterate any of such notices. The use of such materials or any portion of the Site on any other website or in any environment of networked computers is strictly prohibited without the Company’s advance written consent, which may be withheld in Company’s sole discretion.
RESTRICTIONS ON USE OF SITE
You may not, without the express prior written authorization of the Company:
- Restrict any other user from properly using the Site, including without limitation, by way of “computer hacking” or otherwise altering the software or functionality of the Site and its underlying programs;
- Imply that any of Your statements are endorsed by Company, or that You are otherwise associated with Company in any manner;
- Use the Site if You are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from the Site;
- Post, communicate, upload and/or transmit any content or information including, without limitation, within Your User Content and/or Your Solicited Content, that is unlawful, false, inaccurate, misleading, fraudulent, threatening, abusive, libelous, infringing, defamatory, indecent, obscene, pornographic or otherwise objectionable, as determined by Company in its sole discretion;
- Upload, provide links or otherwise provide any content or information that is infringing or violates a right of a third party including, without limitation, copyright, patent, trademark, secret or other proprietary or contractual rights; right of privacy; right of publicity, or which would violate any confidential obligation of You;
- Use the Site to initiate or further any illegal activity, which includes but is not limited to, the sale of stolen goods or money laundering;
- Post, communicate, upload and/or transmit any material, non-public information about any person or entity without the proper authorization to do so;
- Utilize the Site to post any information that would create a privacy or security risk to any person and/or business including, without limitation, posting sensitive and/or confidential financial information;
- Transmit any advertisements, solicitations or any unsolicited promotions, political campaigning and/or other communications without Company’s express permission to do so;
- Cover or obscure any advertisement located within the Site;
- Revise, modify, reverse engineer or in any way alter any portion of the Site or its contents or underlying technology;
- “frame” or “mirror” any part of the Site;
- “scrape” or “index” any part of the Site;
- Utilize any device to enable You or any third party to circumvent the structure of the Site and/or spam or flood the Site;
- Collect any information about any users of the Site;
- Deliver, or provide links to any postings without the prior written permission of Company, including, without limitation, to any materials which are deemed, in Company’s sole discretion to be harmful, lewd, obscene, violent, insulting, threatening, hateful or otherwise objectionable;
- Impersonate any other person and/or falsely state or otherwise misrepresent that You have an affiliation with any other person or entity, or otherwise mislead, deceive or defraud Company or any other party;
- Harass, abuse or harm another user and/or or third party, including sending unwelcomed communications to other users of the Site;
- Denigrate any ethnic, racial, sexual or religious group by parody, stereotypical depiction or otherwise;
- Create a database utilizing any information found within the Site;
- Duplicate, create derivative work of or violate the copyright of this Site, except as specifically authorized in these Terms;
- Utilize the Site in an unauthorized manner, or in a manner which violates any legal or regulatory proscription, any third party rights or the policies outlined in these Terms;
- Share information, content or materials of users of the Site without their express consent, except as specifically authorized in these Terms;
- Utilize the Site in a manner that is harmful to Company or any other person or entity;
- Utilize any information that You gain as a resulting of using the Site to illegally or improperly violate another person’s or entity’s privacy rights;
- Utilize any of the Company’s trademarks as metatags on other websites or otherwise use the Company’s trademarks for Your own advertising or pecuniary gain, including without limitation utilization as Google® AdWords;
- Remove, alter or amend any copyright or other proprietary notices from this Site;
- Infringe upon the intellectual property rights of Company or a third party;
- Circumvent any encryption or other security tools used anywhere on this Site (including but not limited to the theft of email addresses, usernames and passwords or using another person's email address, username and password in order to gain access to any area of this Site);
- Sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party any of Your rights to access and use the Site or services as granted in these Terms;
shall not use any robot, spider or other intelligent agent software or device to access or monitor the Site in any manner; and
access the Site more than ten (10) times in any given day.
You agree to cooperate with the Company in preventing any unauthorized use of the Site. If You recognize or incur any problems using the Site, any violations of these Terms or any offensive content, please contact us.
Notwithstanding the foregoing, Company shall have full and unfettered discretion in determining how and if it will enforce its rights under these Terms. No third parties, including without limitation, You or any other users to the Site, shall have any rights or remedies against the Company for its alleged failure to enforce its policies and contractual requirements with regard to other users.
Abuse of the SITE
If, in Company’s sole discretion, it determines that You are creating potential liabilities, or acting inconsistently with these Terms, Company may, without limitation, limit, suspend or terminate Your Use of the Site, prohibit access to the Site, remove any of Your User Content and/or Your Solicited Content and/or take technical and legal steps to keep You off the Site. You otherwise acknowledge and agree that this is in Company’s sole discretion and that it shall not be obligated to do so. Company reserves the right to investigate and take appropriate legal action against any violation of these Terms. Notwithstanding the foregoing, You acknowledge and agree that Company can terminate Your right to Use this Site or any portion thereof at will, without notice and without cause. Such termination may be exercised by Company in addition to any other rights and remedies that Company may have available to it, and without any liability whatsoever.
You acknowledge and agree that Company shall not be liable to You or to any other person or entity for any claims or losses related to the termination or suspension of use of the Site. You hereby make the material representation upon which You wish Company to reasonably rely that: (i) You are at least 18 years of age; and (ii) You are a resident of the United States.
From time to time the Site may undergo maintenance or become unavailable due to unforeseen reasons (“Down Time”). You acknowledge and agree that Company assumes no responsibility and shall not be liable for any loss or damage, including but not limited to loss of profits, anticipated revenue, savings or goodwill, or other economic loss arising out of or is in any way connected with the Down Time.
California Residents. Pursuant to California Civil Code Section 1789.3, California residents are hereby advised of the following: (a) Company is located at 681 Ridge Road, Monmouth Junction, New Jersey 08852, and can be reached via telephone at 732.501.5023; (b) these Terms have provided you with advance notice of any applicable charges resulting from or related to Your use of the Site or its services; (c) consumers may contact Company at the address or telephone number indicated above to resolve a complaint or receive further information regarding any aspect of the services provided by the Site; and (d) the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834 or via telephone at 800-952-5210.
Copyrights; Restrictions on Use. The Site and the all of the contents and materials located thereon (collectively, the “Materials”) are copyrighted by Company, its affiliates or its licensors under United States and international copyright laws, are subject to other intellectual property and proprietary rights and laws, and are owned by, or licensed to, Company, its affiliates or its licensors.
Moreover, the Site as a whole, should be treated and protected as a collective work and/or compilation under US Copyright, international conventions and other laws. Moreover, all individual articles, postings, videos and elements contained in the Site are also the Company’s copyrighted works. Neither, the Site nor any of the Materials, may be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale or redistributed in any way without the prior written permission of the Company and its applicable licensors, with the sole exception that You may download any Site materials that are intentionally made available for downloading and/or print copies of the Site materials, so long as it is for Your personal, noncommercial use. You must abide by all copyright notices, information or restrictions contained in or attached to any Site material. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Site. Without limitation, You shall not offer any part of the Site or any of the Materials for sale or distribute it over any other medium of any kind, whether now known or hereinafter discovered, including, without limitation, over-the-air television, radio broadcast, computer or Internet broadcast, or hyperlink framing on the Internet without the prior written consent of Company, except as it directly relates to the Solicited Content to which You own the proprietary rights.
Copyright Infringement. It is the policy of Company to respond expeditiously to claims of copyright infringement. Company will promptly process and investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Company may elect to terminate access for any user who it believes in its sole discretion to be an infringer, regardless of whether proven or not.
The sole and exclusive protocol for notifying Company of an infringement upon a third party’s intellectual property is to provide written notice (“DMCA Notice”) to Company as set forth herein or otherwise provided by the DMCA, as it may be amended from time to time. The DMCA Notice must include: (i) the signature of a person authorized to act on behalf of the owner of the copyright interest (“Copyright Owner”); (ii) a description of the copyrighted work that is believed to have been infringed upon; (iii) a description of precisely where the alleged infringing work is located on the Site; (iv) the Copyright Owner’s mailing address, telephone number and email address; (v) a statement by the Copyright Owner that it has a good-faith belief that the disputed use is not authorized by the Copyright Owner, its agent, or the law, or is not otherwise being conducted by another authorized owner or licensee of the work; and (vi) a statement by the Copyright Owner, made under penalty of perjury, that the information set forth in the submitted written notice is accurate and that it is the owner of the subject Copyright or authenticate the manner in which it is authorized to act on its behalf. The DMCA Notice should be immediately delivered to Company by certified mail, return receipt requested or by commercial carrier at the address set forth below in the “Notices” provision and directed to the attention of the “Copyright Agent.” You acknowledge and agree that Your failure to properly comply with the requirements of the law and/or this provision may make Your DMCA Notice invalid.
Trademarks. Certain names, logos and materials displayed on the Site constitute trademarks, tradenames, service marks or logos ("Marks") of Company or other related entities. You are not authorized to use any such Marks or any variations thereof. Ownership of all such Marks and the goodwill associated therewith remains with Company or other related entities.
It is the policy of the Company to respond expeditiously to claims of trademark infringement. Company will promptly process and investigate notices of alleged infringement and will take appropriate action under the protocol set forth herein and applicable intellectual property laws. Company may elect to terminate access for any user who it believes in its sole discretion to be an infringer, regardless of whether proven or not.
The sole and exclusive protocol for notifying Company of an infringement upon a third party’s Marks is to provide written notice to Company as set forth herein, as it may be amended from time to time. The written notice must include: (i) the signature of a person authorized to act on behalf of the owner of the Mark (“Mark Owner”); (ii) a description of the Mark that is believed to have been infringed upon; (iii) a description of precisely where the alleged infringing Mark is located on the Site; (iv) the Mark Owner’s mailing address, telephone number and email address; (v) a statement by the Mark Owner (a) that it has a good-faith belief that the disputed use is not authorized by the Mark Owner, its agent, or the law, or is not otherwise being conducted by another authorized owner or licensee of the Mark and (b) setting forth in detail how the Mark is being utilized in an infringing manner; and (vi) a statement by the Mark Owner, made under penalty of perjury, that the information set forth in the submitted written notice is accurate and that it is the owner of the subject Mark or authenticate the manner in which it is authorized to act on its behalf. The written notice should be immediately delivered to Company by certified mail, return receipt requested or by commercial carrier at the address set forth below in the “Notices” provision and directed to the attention of the “Mark Agent.” You acknowledge and agree that Your failure to properly comply with the requirements of this provision may make Your written notice invalid.
Communications. Company MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY WITH REGARD TO ANY COMMUNICATION MADE BY OR THROUGH THE SITE THROUGH A POST AND/OR OTHERWISE SUBMItteD TO COMPANY . Company specifically reserves the right, and You hereby authorize Company, to monitor transmissions over the Site and its related networks for maintenance, service quality control assurance or any other purpose permitted by the Electronic Communications Privacy Act, 18 U.S.C. §2701, et. seq. Company takes no responsibility for information sent to it that is intercepted by third parties.
Notices. All notices or other communications to Company, if any, that are to be given under these Terms must be in writing in English, which shall be delivered to the address set forth below by way of either personal delivery, certified mail, return receipt requested, two-day mail or overnight mail by a commercial carrier. Notices to Company shall be deemed given only upon receipt. Notices to Company shall be addressed as set forth below unless it changes the address in writing by updating these Terms.
The address for giving notice to Company is as follows:
681 Ridge Road
Monmouth Junction, New Jersey 08852
Notices to You shall be provided by Company via email or any other address which Company reasonably believes to be associated with You. Notice shall be deemed effective upon sending of the same by Company. Moreover, and without limiting the foregoing, by using the Site, You acknowledge and agree that You are communicating with Company electronically, and consent to receive communications from Company electronically. Company may communicate, and provide effective notice to You, by sending You emails or by posting notices on the Site. You acknowledge and agree that all agreements, notices, disclosures and other communications that Company may provide to You electronically are effective; satisfy any legal requirement that such communication be in writing; and shall be deemed delivered to You.
Indemnification. You agree to indemnify, hold harmless and defend Company, its PARENT COMPANIES, SUBSIDIARIES, RELATED ENTITIES AND affiliates, and any OF THEIR members, shareholders, directors, officers, employees, ATTORNEYS, REPRESENTATIVES or agents OF ANY OF THE FOREGOING (collectively WITH COMPANY, “Company Parties”) with respect to any claim, demand, cause of action, debt, liability, damages, costs or expenses, including ACTUAL attorneys’ fees and expenses (INCLUDING TRANSCRIPTION, TRANSLATION AND EXPERT WITNESS FEES) of the Company Parties’ selected attorney(s), RELATING Directly or indirectly to: (i) Your infringement of any intellectual property of any person or entity, including without limitation, patents, trade secrets, copyrights, trademarks, service marks, trade names or similar proprietary rights; (ii) any failure by You to comply with these Terms; (iii) Your use of the Site; (iv) Your defamation, libel, slander or other tortious act against a third party; (v) a breach of any representations, guarantees, covenants and/or warranties provided by You; and/or (vi) any act or omission or willful misconduct by You that results in a claim for breach of any representations, warranties or covenants made herein against any of the Company Parties. you acknowledge and agree that the company parties may select and utilize their own attorneys in their sole discretion.
Attorneys’ Fees. If any of the Company Parties undertake any action to enforce these Terms, such party will be entitled to recover from You, and You hereby agree to pay, any and all attorneys’ fees and any costs incurred in enforcing the Terms (including transcription, translation and expert witness fees), in addition to any other relief at law or in equity to which such party may be entitled. In such event, Company Parties shall be entitled to recover all costs including both actual pre-judgment and post-judgment attorneys’ fees and costs, involved directly or indirectly in its enforcement efforts, whether or not it does so through institution of formal legal proceedings.
Protection of Children. No one under the age of eighteen (18) is permitted to use the Site without the involvement of a parent or guardian. If You are a parent and believe Company may have inadvertently collected such information from Your child, please notify Company immediately by sending an email to email@example.com. Moreover, You should be aware of the fact that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist You in limiting access to material that it considers to be harmful to minors. For convenience sake only, examples of some such protections are listed below. However, as otherwise set forth herein, Company does not accept any liability for the products and services provided by any third parties. Nor does the following listing constitute, in any way, an endorsement of these products by Company. Rather, it is being provided only as an example and for Your convenience.
- Net Nanny – available at http://www.netnanny.com
- SafeEyes – available at http://www.internetsafety.com/safe-eyes
- IM Control! – available at http://www.imcontrol.net
- CyberSitter – available at http://www.cybersitter.com/
- WiredSafety – available at https://www.wiredsafety.org/
- OnGuard Online – available at http://www.onguardonline.gov/ (maintained by the Federal Trade Commission)
- org – available at http://www.netsmartz.org/Parents
- The Child Safety Network – available at http://www.csn.org/
- Control Kids – available at http://www.controlkids.com/en/ /
Communications Decency Act. To the extent that the Communications Decency Act, 47 USC § 230, as it may be amended (“CDA”), is determined to apply to the Site, You stipulate and agree that Company shall be entitled to the immunities afforded to an Interactive Computer Service under the CDA because Company takes no responsibility for Your or any other User’s content and is merely serving as a passive conduit and does not control the quality, safety and/or legality of any information submitted and/or posted to the Site.
DISCLAIMER. You explicitly agree that use of the Site is at Your own and sole risk. The Site and all materials contained therein are provided "AS IS," without warranty of any kind, either express or implied, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement. Neither the Site nor Company make any representations or warranties that the Site will operate in a timely, secure or error free manner; nor does the Site or Company make any representations or warranties as to the quality, fitness, truth, accuracy, currency, reliability or wholeness of the Site or any of the materials contained herein, including without limitation, any and all User Content and/or Solicited Content. The Site may be modified or discontinued at any time with or without reason and with or without notice to You, without liability to You or any third party. Furthermore, neither does the Site nor Company make any warranty as to the results that may be obtained from the use of the Site. You also understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Site or any of the User Content and/or Solicited Content contained therein is done at Your own discretion and risk. You will be solely responsible for any damage to Your computer system or loss of data that results from the download of such material and/or data. You understand that Company cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. Company makes no warranty regarding any use or disclosure of confidential or private information You may provide. Company may change any of the Terms found on the Site at any time without notice. Company makes no commitment to update or keep current the information found on the Site. The warranties and representations set forth in these Terms, IF ANY, are the only warranties and representations with respect to your use of the site AND THE TRANSACTIONS conducted as a result of your use of the site. There are no other warranties, written or oral, express or implied, that may arise either by agreement between You and Company or by operation of law, including without limitation warranties of merchantability and fitness for a particular purpose, all of which are hereby specifically disclaimed. Some jurisdictions do not allow the elimination of certain warranties, so some of the above exclusions may not apply to You. However, this shall be limited and only those prohibited by that jurisdiction shall be excluded and severed from the remainder of the other warranties, limitations and exclusions which shall remain in full force and effect to the maximum extent permitted by law.
Further, Company is not responsible for Your conduct or the conduct of any other users, whether online or offline. Under no circumstances shall Company be responsible for any loss or damage, including, without limitation loss of profits, anticipated revenue, savings or goodwill, or other economic loss, emotional distress, other personal injury or death, resulting from the use of the Site or the conduct of You or any other users, whether online or offline.
Limitation of Liability. CoMPANY ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE. EXCEPT WHERE SPECIFICALLY REQUIRED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH (I) ANY USE OF THIS SITE OR CONTENT FOUND HEREIN, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE), OR (III) THE PERFORMANCE OR NON-PERFORMANCE BY COMPANY, INCLUDING, BUT NOT LIMITED TO, NON-PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.
If, notwithstanding the foregoing, Company should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of the Site, or any goods or services related thereto, Company’s liability shall in no event exceed US$100.00, in the aggregate. Some states do not allow limitations of liability, so the foregoing limitation may not apply to You.
Release. BY UTILIZING THE SITE, YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE AND GIVE UP ANY AND ALL CLAIMS AND RIGHTS WHICH YOU MAY HAVE AGAINST COMPANY, ANY OF THE COMPANY PARTIES AND THEIR AFFILLIATES, PARTNERS, SERVICE PROVIDERS, VENDORS AND CONTRACTORS AND EACH OF THEIR RESPECTIVE AGENTS, ATTORNEYS, SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES BASED ON ANY ACT, EVENT OR OMISSION, AND FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO OR ARE CONNECTED WITH THE USE OF THE SITE AND ANY AND ALL GOODS AND SERVICES RELATED THERETO. YOU FURTHER WAIVE, RELEASE AND GIVE UP ANY AND ALL CLAIMS AND DEFENSES ARISING FROM OR RELATING TO ANY ACT, EVENT OR OMISSION DIRECTLY OR INDIRECTLY RELATED TO THE USE OF THE SITE. WITHOUT LIMITATION, YOU FURTHER UNCONDITIONALLY AND IRREVOCABLY FOREVER RELEASE, DISCHARGE AND HOLD HARMLESS THE COMPANY PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, ACTIONS, DAMAGES, LIABILITIES, LOSSES, COSTS AND EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, UNLESS REQUIRED TO BE PROVIDED BY STATUTE), INCLUDING, WITHOUT LIMITATION, THOSE BASED ON SLANDER, LIBEL, DEFAMATION, INVASION OF PRIVACY, VIOLATION OF RIGHTS OF PUBLICITY, PERSONALITY AND/OR CIVIL RIGHTS, DEPICTION IN A FALSE LIGHT, INTENTIONAL OR NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS, PERSONAL INJURY, COPYRIGHT INFRINGEMENT AND/OR ANY OTHER TORT AND/OR DAMAGES ARISING FROM OR IN ANYWAY RELATING TO YOUR USE OF THE SITE, ANY OF THE PRODUCTS AND SERVICES OFFERED THEREIN. THIS FURTHER INCLUDES, WITHOUT LIMITATION, ANY CLAIM WHICH COULD BE ASSERTED NOW OR IN THE FUTURE UNDER (I) THE COMMON LAW; (II) ANY OF THE PARTIES’ POLICIES, PRACTICES OR PROCEDURES; AND/OR (III) ANY FEDERAL, STATE AND/OR LOCAL STATUTES OR REGULATIONS. If You are a California resident, You hereby waive California Civil Code § 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” You hereby acknowledge, agree and stipulate that this waiver is being made consciously and with full understanding of the rights that You may be giving up.
Notwithstanding any termination of Your access to the Site and without limitation of its prior statement with regard to the survival of this agreement, You specifically and further acknowledge and agree that Your representations and obligations, as well as the disclaimer of warranties, limitation of liability and release of liability hereunder shall survive and continue in perpetuity.
Successors and Assigns. Whenever the term “Company” is used in connection with these Terms regarding its use with respect to a right, protection or benefit, it shall be construed to encompass Company, its related entities, successors, assigns, shareholders, officers, directors, members, officers, employees, attorneys and agents. Further, the term “You” used in connection with these Terms shall include his/her/its heirs, related entities, successors, assigns, shareholders, directors, officers, members, employees and agents.
Authorized Permission for Use. You shall be considered an entity if the individual accessing the Site is doing so on behalf of an entity or is utilizing that entity’s computer system in connection with a task (either paid or unpaid) for that entity. If You are an entity, the person using the Site on Your behalf hereby makes the material representation upon which You wish Company to rely that such person is authorized to bind that entity to the Terms, as well as any other obligations imposed or undertaken through use of the Site.
Choice of Law; Jurisdiction. You agree that the laws of the State of New Jersey shall govern these Terms and any dispute, controversy or claim directly or indirectly related to such use without regard to its principles of conflict of laws. Further, You consent to the exclusive jurisdiction of the Superior Court of the State of New Jersey (with venue in Middlesex County) or, if federal jurisdiction exists, at the option of either party, to the jurisdiction of the United States District Court for the District of New Jersey (Trenton Vicinage) regarding any dispute, whether directly or indirectly related or collateral to these Terms or to the use of this Site or any of the products or services related thereto. Nevertheless, the Company shall have the right to institute an action for equitable relief against You in any court, anywhere in the world, as Company deems necessary. The jurisdiction provisions of these Terms shall not be deemed to limit that right. You stipulate and agree that the Site shall be deemed a passive website such that it does not give rise to personal jurisdiction, either specific or general, over the Site or the Company in any jurisdiction other than New Jersey. Any arbitration shall be conducted in Bergen County, New Jersey. Service of the written notice to initiate the aforementioned arbitration shall be deemed complete when sent either as required by Court procedure or by (i) electronic mail to any of Your current or future electronic mail addresses; (ii) ordinary mail or ordinary or two-day mail by a commercial carrier, in the event a regular mailing address has been provided by the party upon which service is being effected or is otherwise determined by the serving party; or (iii) otherwise in accordance with the laws and procedures of the State of New Jersey. You agree that regardless of any statute or law to the contrary, any claim or cause of action by You arising out of or related to use of the Site or any services or goods related thereto must be filed within one (1) year after such claim or cause of action arose or be forever barred and therefore the statute of limitations is limited to one (1) year.
Further Assurances. You covenant and agree to perform all further acts and execute all supplementary instruments or documents which may be requested by Company to carry out the provisions and effectuate the intent of these Terms.
Assignment. Company may freely assign its rights and obligations in and to these Terms. You acknowledge that You may not assign, transfer or sell Your rights or obligations under these Terms without Company’s advance written consent, which may be unreasonably withheld at Company’s sole discretion. Any purported assignment in violation hereof shall be null and void and of no force and effect, and furthermore shall constitute a breach of this Agreement.
Severability. One or more provisions of these Terms may be legally prohibited or otherwise unenforceable in certain jurisdictions and not others. In such event, these Terms shall be construed in a manner that is consistent with prevailing law in the jurisdiction in which it is enforced. Therefore, if any provision of these Terms are prohibited or otherwise unenforceable in a jurisdiction where it is being enforced, (a) it shall nevertheless be enforced to the fullest extent allowed by that prevailing law and (b) all other provisions of these Terms shall remain in full force and effect and shall not be invalidated or rendered unenforceable. This section is not intended to and does not limit or qualify the “Choice of Law; Jurisdiction” section above.
Links to Other Sites. You acknowledge and agree that Company has no responsibility for the accuracy or availability of information provided by websites to which the Site may be linked and/or referred or displayed on the Site (“Linked Sites”). Links to Linked Sites are provided as a convenience to You, and do not constitute an endorsement by or association with Company of such sites or the content, products, advertising or other materials presented on such sites. Company does not author, edit or monitor these Linked Sites. You acknowledge and agree that Company is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such Linked Sites. If You access any Linked Sites, You do so at Your own risk.
No Third Party Beneficiaries. These Terms are not intended to be for the benefit of, and shall not be enforceable by any unaffiliated third party, except as may be specifically provided herein. Nothing herein, express or implied, is intended to nor shall it confer on any third party any rights (including third party beneficiary rights), remedies, obligations or liabilities under or by reason of these Terms or otherwise set forth in the Site, except as may be specifically provided herein. These Terms shall not provide third parties with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those specifically outlined herein. No third party shall have any right, independent of any right that exists irrespective of these Terms, to bring any suit at law or equity for any matter governed by or subject to the provisions herein.
Prohibited by Law. Company does not represent that the Site or the Company’s services are appropriate or available for use in any particular geographic location. You are accessing the Site on Your own initiative. In the event that any aspect of the Site or these Terms is prohibited by law in Your jurisdiction, You agree not to use the Site or any of the related products or services. It is solely Your responsibility to determine whether You are allowed by law to participate in the Site. Without limitation, You release Company from all liability that could arise from Your prohibited participation in the Site, prohibited purchase of products or services or acceptance of these Terms. Moreover, and without limiting the indemnification otherwise provided herein, You shall indemnify, defend and hold Company Parties harmless for any and all damages relating to a violation of this paragraph or any violation of the law by You.
Without limiting the foregoing, aspects of this Site may be subject to U.S. export controls and may not be downloaded, exported or re-exported: (a) into or to a national or resident of Cuba, Iran, North Korea, Sudan, Syria or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment of goods (collectively, “Prohibited Countries”); or (b) to anyone who is on, or who may be acting on behalf of an entity that is on, the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Denied Persons List or Entities List or otherwise included in General Order 3 (15 C.F.R. Part 736, Supplement 1), which prohibits exports to Mayrow General Trading, affiliated entities and persons and specified persons involved in the manufacture or sale of Improvised Explosive Devises (collectively, the “Lists of U.S. Prohibited Parties”). By using the Site, You make the material representation and warranty upon which You seek Company to reasonably rely that You are not (a) located in any of the Prohibited Countries; (b) a national or resident of any of the Prohibited Countries; (c) on any of the Lists of U.S. Prohibited Parties; or (d) acting on behalf of any person or entity that is on any of the Lists of U.S. Prohibited Parties.
Moreover, and in light of the international scope of the Internet, You agree to comply with all local laws, rules and regulations, including but not limited to those applicable to online conduct and acceptable Internet content. Without limitation, You acknowledge and agree that You shall comply with all applicable laws and regulations regarding the transmission of technical data from the United States or the country in which You may reside.
By Your Use of the Site, You represent that You have had the opportunity to review these Terms with counsel of Your choosing, if You wished to do so. You further acknowledge that You have thoroughly read these Terms; understand that You are giving up certain legal rights that may otherwise exist; have asked any questions You desire to clarify its meaning; and believe it is in Your interest to nevertheless Use the Site and agree to these Terms.