Changes to Terms
Please note that Company reserves the right to change the terms and conditions of this TOU by posting a revised set of terms, or mailing and/or emailing notice thereof to You (or such other method as may be required by applicable law). In addition, Company may add, modify, or delete any aspect, component, or feature of the Site, but Company is not under any obligation to provide any upgrade, enhancement, or modification. Your continued use of the Site following any announced change will be deemed as conclusive acceptance of any change to the TOU. Accordingly, please review the TOU on a periodic basis.
License Grant and Restrictions
This TOU provides to You a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use and access the Site during the Term specified herein solely for Your personal, private use, conditioned on Your continued compliance with all provisions of this TOU (including without limitation any external terms and documentation linked or referenced herein).
When using the Site in accordance with the foregoing license, You shall not directly or indirectly (a) use the Site to create any service, software or documentation that performs substantially the same functionality as the Site, (b) disassemble, decompile, reverse-engineer, or use any other means to attempt to discover any source code, algorithms, trade secrets, or applications underlying the Site or any of its webpages, content, or features, (c) encumber, sublicense, transfer, distribute, rent, lease, time-share, or use the Site in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of, or otherwise modify the Site, (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Site, (f) use or access the Site for any unlawful, fraudulent, deceptive, tortious, malicious, or otherwise harmful or injurious purpose, (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Site or accompanying documentation, (h) use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any third party’s authorized use of the Site, or (i) probe, scan, or test the vulnerability of the Site or any systems or network infrastructure connected with the Site, including without limitation by stress testing or penetration testing.
You represent that You are at least eighteen (18) years of age or the legal age of majority in Your jurisdiction (whichever is greater) and will, at all times, provide true, accurate, current, and complete information (which You have all necessary rights, permission(s), prior express consent, or authority to provide) when submitting information through the Site. In addition, You are responsible for compliance with all applicable laws, rules, and regulations, including but not limited to all laws and regulations governing consumer protection, unfair competition, commercial electronic mail (email) and messages, advertising, privacy, and data security with respect to Your use of the Site. If You access the Site on behalf of any organization, Your organization shall be bound to this TOU and be liable for any breach by You. You represent that You have all rights, power, and authority to agree to this TOU on behalf of Your organization.
The Site is not intended for use or access by any individual under the age of thirteen (13) years, and Company does not knowingly, willingly, or intentionally collect personal information from such individuals in any medium for any purpose.
You may be required to register an account to use the Site or certain features of the Site. Each registration is for a single user only, unless otherwise expressly agreed by Company. Registration for access to and use of the Site may also require access credentials, such as a username and a password, or adherence to other access requirements as designated by Company in its sole discretion from time to time. You hereby agree to treat Your access credentials as confidential and not to disclose such information to any third party without the prior express written consent of Company, which may be granted or withheld in its sole discretion. You shall immediately notify Company if You suspect or become aware of any loss, theft, or unauthorized use of Your login credentials. Company will not be liable for any loss or damage arising from Your failure (whether intentional or unintentional) to comply with these obligations. By submitting the requested information to the registration form or similar process on the Site, You represent and warrant that the information You submit for registration is complete, true, accurate, and current in all respects. You must maintain and promptly update Your submitted account information to ensure that such information is complete, true, accurate, and current. Company reserves the right to suspend, terminate, or otherwise discontinue Your account and/or pending registration if Company has reasonable grounds to suspect that any information You have submitted is untrue, inaccurate, not current, or incomplete, or that Your registration, account, or use of the Site is in violation of applicable law or this TOU.
Company may send emails or other electronic messages to You concerning Your use of the Site and/or purchase made by You through the Site, including without limitation by providing alerts or notifications within the Site. You consent to receive such electronic communications and You agree that all such electronic communications constitute valid legal notices satisfying any requirement that such notices be in writing.
Purchases and Payments
The Site may contain the option for You to purchase Company’s products and/or services and make payments in connection with such purchases. The applicable prices, charges, payment periods, and permitted payment methods will be specified in the Site at the time of order. Except as otherwise expressly indicated on the Site, all listed prices are in U.S. dollars and are valid only for purchases and deliveries made in the United States.
Company may request further information from You to confirm or validate the purchase, order, and/or method of payment, including without limitation the production of additional identification or government issued documentation. Company reserves the right to terminate or suspend access to the Site or any related subscription, product, or service if You fail to pay any amounts when due. You shall reimburse Company for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified herein, all payment obligations with respect to amounts due to Company in connection with the Site shall survive the expiration or termination of the TOU for any reason.
When making a purchase, You agree to pay using the payment methods indicated and grant authorization to Company and/or the applicable third party payment-processor to charge Your selected payment methods. Company and/or the applicable third-party payment processor shall charge, and You shall be responsible for, all taxes, tariffs, levies, or duties applicable to Your payment, excluding taxes applied against Company’s net income. Unless otherwise expressly indicated at the time of purchase, all transactions listed through the Site are denominated in U.S. dollars. You are responsible for: (a) the accuracy of all payment method information that You provide to us; and (b) maintaining the confidentiality and security of Your account information, including without limitation with respect to payment methods. You should not disclose Your payment information to anyone. If Your account information or login credentials are lost or stolen, anyone who obtains possession of either could utilize the payment methods associated with Your account. You are responsible for all transactions on Your account, including unauthorized transactions.
Company reserves the right to suspend, terminate, cancel, delay, and/or reduce the quantity of any order or purchase in the event that You violate any of the terms of this Agreement.
The products and services available for purchase on the Site are for Your personal use only. You may not resell or redistribute any products or services that You purchase or receive through the Site to any third party for any purpose without obtaining Company’s separate prior written consent in each instance.
Links to Third-Party Sites and Services
References or links in the Site to any commercial products or services, or Company’s use or display of any third-party business, firm, corporation, or trade name on the Site, do not constitute endorsement by Company of any such product, service, or entity. Company makes no representation or guarantee whatsoever with respect to third-party products or services.
COMPANY EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY MATERIALS, PROGRAMS, APPLICATIONS, TOOLS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE SITE, AND YOU AGREE THAT COMPANY SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY DEALINGS BETWEEN YOU AND A THIRD PARTY.
Third-Party Terms and Conditions
All content included as part of the Site, such as text, graphics, logos, and images, as well as the compilation thereof, and any software or other proprietary materials used on or integrated with the Site, are the property of Company or its applicable third-party licensors, and are protected by copyright and other domestic and international laws governing intellectual property and proprietary rights. Company reserves all rights in the Site not expressly granted herein.
You agree that You do not acquire any ownership rights in any part of the Site under this TOU or through Your use of the Site. Company does not grant You any rights or licenses, express or implied, to any intellectual property hereunder except as specifically authorized by this TOU.
From time to time, Company may solicit and/or You may voluntarily communicate, submit, or provide feedback, recommendations, enhancement requests, suggestions, testimonials, endorsements, or ideas for improvement regarding the Site and/or any of Company’s products or services (collectively, “Feedback”). In such event, You grant to Company a perpetual, irrevocable, fully transferable, freely sublicensable, royalty-free, worldwide license to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback for any purpose in Company’s discretion without restriction. The foregoing license to Feedback shall survive the termination or expiration of this Agreement for any reason.
You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from and against any losses, costs, liabilities, damages, and expenses (including reasonable attorneys’ fees) relating to or arising out of (i) Your violation of this TOU, (ii) Your infringement, misappropriation, or violation of any personal or proprietary rights of a third party, and (iii) Your violation of applicable laws, rules, or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Company in asserting any available defenses.
Disclaimers and Excluded Liability
COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SITE WILL MEET YOUR EXPECTATIONS, SPECIFICATIONS, OR REQUIREMENTS, OR THAT THE SITE WILL BE FREE OF VIRUSES, MALWARE, OR ERRORS. COMPANY FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE LOSS OR CORRUPTION OF DATA OR CONTENT UPLOADED TO, STORED BY, OR TRANSMITTED BY THE SITE OR SERVICES.
IN NO EVENT SHALL COMPANY BE LIABLE HEREUNDER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE), FOR ANY: (A) LOSS OR INACCURACY OF DATA, LOSS, OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS AND/OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORSEEABLE OR IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY DAMAGES WHICH, IN THE AGGREGATE, EXCEED (I) THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO COMPANY IN CONNECTION WITH YOUR PURCHASES MADE THROUGH THE SITE OVER THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION FIRST ACCRUED, OR (II) IF THERE IS NO SUCH AMOUNT PAID OR PAYABLE, A TOTAL OF TEN U.S. DOLLARS (U.S.D. $10.00). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE INSUFFICIENCY OR FAILURE OF ANY REMEDY PROVIDED HEREIN.
CERTAIN JURISDICTIONS AND LAWS MAY NOT PERMIT SOME OR ALL OF THE DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION. IN THE EVENT THAT SUCH A JURISDICTION OR LAW APPLIES TO THE SUBJECT MATTER OF THIS TOU, THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
No Professional Advice
The content and information contained in or made available through the Site cannot replace or substitute for the services of qualified professionals in any field, and nothing contained on the Site should be treated or construed as professional medical, psychological, therapeutic, health, or nutrition matters. You acknowledge that You are solely responsible and accountable for your decisions, actions, and results regarding personal health, and agree that Company shall not be held liable for any decisions made by You in reliance or with reference to any content or information that You access on the Site.
Term, Termination, and Suspension
This TOU takes effect (or re-takes effect) at the moment You first access or use the Site. Company reserves the right at any time and on any grounds, including without limitation any reasonable belief of fraudulent or unlawful activity, to deny or suspend Your access to the Site or to any portion thereof in order to protect its name and goodwill, its business, the security and stability of the Site, and/or the rights of others. This TOU terminates automatically if You fail to comply with any provision hereof, subject to the survival rights of certain provisions identified below. You may also terminate this TOU at any time by ceasing to use the Site, but each re-access or renewed use of the Site will reapply the TOU to You. Upon termination or expiration of the TOU for any reason, all licenses granted by Company hereunder shall immediately terminate, and You must immediately cease all use of the Site. The provisions of this TOU concerning Company’s proprietary rights, disclaimers of warranty and liability, limitations of liability, waiver and severability, entire agreement, indemnification rights, injunctive relief, and governing law will survive the termination of this TOU for any reason.
Company reserves the right, in its sole discretion, to terminate or suspend Your access to the Site or any feature or portion thereof at any time, without notice to You, if Company reasonably determines or suspects that You are in violation of this TOU.
In the event the parties hereto are not able to resolve any dispute between them arising out of or concerning this TOU or any provisions hereof, whether arising in contract, tort, or any other legal theory, then such dispute shall be resolved exclusively through final, binding, and confidential arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered under the Consumer Arbitration Rules of the American Arbitration Association. The exclusive site of such arbitration shall be in New York County, New York. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. The prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the arbitrator. This arbitration provision shall survive the termination or expiration of this TOU for any reason.
Notwithstanding the foregoing, Company may bring a claim for injunctive relief or other equitable relief against Your violation of this TOU in any court of competent jurisdiction without being required to observe the arbitration procedures of this Section.
Class Action Waiver
BY USING THIS SITE AND AGREEING TO THESE TERMS, YOU HEREBY WILLINGLY, EXPRESSLY, AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THIS TOU OR YOUR USE OF THE SITE. YOU MAY NOT BRING ANY CLAIM, SUIT, OR OTHER PROCEEDING TO ENFORCE THIS TOU AS THE MEMBER OF ANY CLASS OR AS PART OF ANY SIMILAR COLLECTIVE OR CONSOLIDATED ACTION.
Governing Law and Venue
This TOU is governed by the laws of the State of New York, United States of America, without reference to its principles of conflict of laws. The Site may not be used or accessed from or in any jurisdiction that does not give effect to all provisions of this TOU, including without limitation this paragraph. Subject to the arbitration requirements set forth above, any claim, suit, or other proceeding arising under or in connection with this TOU shall be brought exclusively before the state and federal courts sitting in New York County, New York, and You consent to the exclusive jurisdiction of such courts for the final resolution thereof.
The relationship between You and Company under this TOU is that of independent contractors, and nothing herein or in Your use of the Site shall be construed as creating any joint venture, partnership, employment, or agency relationship.
Security and Compliance
Company reserves the right to view, monitor, and record Your activity on the Site without notice or permission from You. Company’s provision of the Site is subject to existing laws and legal process, and nothing contained herein shall restrict or reduce Company’s ability to comply with governmental, court, and law enforcement requests or requirements involving Your use of the Site or information provided to or gathered by Company with respect to such use.
You represent and warrant that You are not: (a) located in a country that is subject to a U.S. government embargo; or (b) listed on any U.S. government list of prohibited or restricted parties. You hereby agree that (i) You will comply with all applicable sanctions and export control laws, and (ii) You are solely responsible for ensuring that the Site is used, disclosed, and/or accessed only in accordance with all applicable sanctions and export control laws.
Severability and Waiver
If any part of this TOU is determined to be invalid or unenforceable pursuant to court order or other operation of applicable law, such provision shall be deemed severed from this TOU, and the remainder of this TOU shall continue in full force and effect to the maximum extent permitted under applicable law.
Failure to insist on strict performance of any of this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by Company of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
You acknowledge that any breach, threatened or actual, of this TOU would cause irreparable injury to Company not readily quantifiable as money damages, such that Company would not have an adequate remedy at law. You therefore agree that Company shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any such breach of Your obligations, without the necessity of posting bond or other security.
If You have any questions or comments regarding this TOU, please contact Company at (833) 315-2145 or at email@example.com.