Last Updated Date: 05/25/2022
WEBSITE AND ANY OTHER WEBSITES OF AGENT TECHNOLOGIES, INC. ("COMPANY"), ITS
AFFILIATES OR AGENTS (COLLECTIVELY, THE "WEBSITE") AND THE INFORMATION ON IT
INTERNET USERS VISITING THE WEBSITE. BY ACCESSING OR USING THE WEBSITE IN ANY WAY, INCLUDING
USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A
"SERVICE" AND COLLECTIVELY, THE
"SERVICES"). BY CLICKING ON THE "I ACCEPT" BUTTON, COMPLETING THE
REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE YOU REPRESENT THAT (1) YOU HAVE READ,
PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO
"YOU" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS
THE USER WHEN YOU REGISTERED ON THE WEBSITE.
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE "INITIAL TERM"), THEN THE TERMS WILL BE
AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT
COMPANY'S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU IN ACCORDANCE WITH SECTION 7.4
(AUTOMATIC RENEWAL) BELOW.
PLEASE BE AWARE THAT SECTION 14 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW, CONTAINS
PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED,
INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE
EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH
WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND
FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE
PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS,
NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND
(2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF
LAW AND TO HAVE A JURY TRIAL.
PLEASE BE AWARE THAT SECTION 2.3 (COMPANY COMMUNICATIONS) OF THIS AGREEMENT, BELOW,
CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT
MESSAGE, CALLS AND PUSH NOTIFICATION.
to you for your acceptance when you sign up to use the supplemental Service. If the Terms of
Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with
to herein as the "Agreement."
PLEASE NOTE THAT The Agreement IS subject to change by Company in its sole discretion at any
available at the Website and any new Supplemental Terms will be made available from within, or
through, the affected Service on the Website. We will also update the "Last Updated" date at
updated Agreement in a specified manner before further use of the Website and/ or the Services
is permitted. If you do not agree to any change(s) after receiving a notice of such change(s),
you shall stop using the Website and/or the Services. Otherwise, your continued use of the
Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK
THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
COMPANY TAX INFORMATION SERVICES.
Generally. Our Services make available tax information and tax saving strategies
to end users based on the information they provide. WE DO NOT PROVIDE OR OFFER TAX, ACCOUNTING
OR OTHER LEGAL ADVICE. THE MATERIAL PREPARED OR MADE AVAILABLE ON OUR SERVICES IS FOR INFORMATIONAL
PURPOSES ONLY, AND IS NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED ON FOR, TAX, ACCOUNTING
OR LEGAL ADVICE. YOU SHOULD CONSULT YOUR OWN TAX, ACCOUNTING AND LEGAL ADVISORS BEFORE UTILIZING
OR RELYING ON ANY TAX INFORMATION OR STRATEGIES FOUND OR PROVIDED ON OUR SERVICES. INFORMATION
AND STRATEGIES PROVIDED IN CONNECTION WITH THE SERVICES MAY BE BASED, IN WHOLE OR IN PART,
ON THE INFORMATION PROVIDED BY OR ON YOUR BEHALF AND THE COMPANY DOES NOT ASSUME OR ACCEPT
ANY LIABILITY ARISING OUT OF, BASED ON OR RELATED TO ANY INACCURATE, INCOMPLETE, FALSE, MISLEADING
OR OUT-OF-DATE INFORMATION. THE COMPANY MAKES TO COMMITMENT OR GUARANTEE TO YOU THAT ANY
FEDERAL, STATE OR LOCAL TAX TREATMENT WILL (OR WILL NOT) APPLY OR BE AVAILABLE TO YOU, AND
YOU AGREE THAT YOU ARE IN NO MANNER RELYING ON THE COMPANY FOR AN ASSESSMENT OF SUCH TAX
Third Party Firms. We may partner with certified public accountants and
accounting firms (each, an "Third Party Firm") to enable users share
prior tax returns and related information to aid us in identifying potential tax saving
strategies, and to file their taxes. In the event you wish to engage any Third Party
Firm, including if you wish to have a Third Party Firm file your taxes on your behalf,
you acknowledge that (a) the Company does not represent, control or act on behalf of any
such Third Party Firm, (b) the Company does not endorse or sponsor such Third Party
Firm, and (c) you may be required to enter into an agreement with such Third Party Firm,
including an engagement letter. You acknowledge and agree that you assume the risk in
engaging any Third Party Firm, and acknowledge and agree that the Company is not and
shall not be liable for any tax, accounting, legal or other advice provided by any Third
Information Sharing. In the event you engage (or have engaged) any
Third Party Firm that we partner with, you hereby authorize such Third Party Firm to
share your prior tax returns and related tax information with us for the purpose of
as may be updated from time to time.
USE OF THE SERVICES AND COMPANY PROPERTIES. The Website, the Services, and
the information and content available on the Website and the Services (as these terms are
defined herein) (each, a
"Company Property" and collectively, the
"Company Properties") are protected by copyright laws throughout the world.
Updates. You understand that Company Properties are evolving. As a result,
Company may require you to accept updates to Company Properties that you have installed on
your computer or mobile device. You acknowledge and agree that Company may update Company
Properties with or without notifying you. You may need to update third-party software from
time to time in order to use Company Properties.
Certain Restrictions. The rights granted to you in the Agreement are subject
to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign,
reproduce, distribute, host or otherwise commercially exploit Company Properties or any portion
of Company Properties, including the Website; (b) you shall not frame or utilize framing
techniques to enclose any trademark, logo, or other Company Properties (including images,
text, page layout or form) of Company; (c) you shall not use any metatags or other "hidden
text" using Company's name or trademarks; (d) you shall not modify, translate, adapt, merge,
make derivative works of, disassemble, decompile, reverse compile or reverse engineer any
part of Company Properties except to the extent the foregoing restrictions are expressly
prohibited by applicable law; (e) you shall not use any manual or automated software, devices
or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars,
data mining tools or the like) to "scrape" or download data from any web pages contained
in the Website (except that we grant the operators of public search engines revocable permission
to use spiders to copy materials from the Website for the sole purpose of and solely to the
extent necessary for creating publicly available searchable indices of the materials, but
not caches or archives of such materials); (f) except as expressly stated herein, no part
of Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed,
posted or transmitted in any form or by any means; and (g) you shall not remove or destroy
any copyright notices or other proprietary markings contained on or in Company Properties.
Any future release, update or other addition to Company Properties shall be subject to the
Agreement. Company, its suppliers and service providers reserve all rights not granted in
the Agreement. Any unauthorized use of any Company Property terminates the licenses granted
by Company pursuant to the Agreement.
Company Communications. By entering into this Agreement or using the
Company Properties, you agree to receive communications from us, including via e-mail,
text message, calls, and push notifications. You agree that texts, calls or prerecorded
messages may be generated by automatic telephone dialing systems. Communications from us
and our affiliated companies may include but are not limited to: operational
communications concerning your Account or the use of the Company Properties, updates and
communications concerning new and existing features on the Company Properties,
communications concerning promotions run by us or our third-party partners, and news
concerning the Company and industry developments. Standard text messaging charges
applied by your cell phone carrier will apply to text messages that we send.
Registering Your Account. In order to access certain features of
Company Properties you may be required to become a Registered User. For purposes of the
Agreement, a "Registered User" is a user who has registered an account
on the Website ("Account")
Registration Data. In registering an account on the Website, you agree
to (a) provide true, accurate, current and complete information about yourself as
prompted by the registration form (the "Registration Data"); and (b)
maintain and promptly update the Registration Data to keep it true, accurate, current
and complete. You represent that you are (i) of legal age to form a binding contract;
and (ii) not a person barred from using Company Properties under the laws of the United
States, your place of residence or any other applicable jurisdiction. You are
responsible for all activities that occur under your Account. You may not share your
Account or password with anyone, and you agree to (y) notify Company immediately of any
unauthorized use of your password or any other breach of security; and (z) exit from
your Account at the end of each session. If you provide any information that is untrue,
inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that
any information you provide is untrue, inaccurate, not current or incomplete, Company
has the right to suspend or terminate your Account and refuse any and all current or
future use of Company Properties (or any portion thereof). You agree not to create an
Account using a false identity or information, or on behalf of someone other than
yourself. Company reserves the right to remove or reclaim any usernames at any time and
for any reason, including but not limited to, claims by a third party that a username
violates the third party's rights. You agree not to create an Account or use Company
Properties if you have been previously removed by Company, or if you have been
previously banned from any of Company Properties.
Your Account. Notwithstanding anything to the contrary herein, you acknowledge
and agree that you shall have no ownership or other property interest in your Account, and
you further acknowledge and agree that all rights in and to your Account are and shall forever
be owned by and inure to the benefit of Company.
RESPONSIBILITY FOR CONTENT.
Types of Content. You acknowledge that all data, information,
materials, documents or other content (collectively, "Content") is the
sole responsibility of the party from whom such Content originated. This means that you,
and not Company, are entirely responsible for all Content that you upload, post, e-mail,
transmit or otherwise make available ("Make Available") through Company
Properties ("Your Content").
Storage. Unless expressly agreed to by Company in writing elsewhere, Company
has no obligation to store any of Your Content that you Make Available on Company Properties.
Company has no responsibility or liability for the deletion or accuracy of any Content, including
Your Content; the failure to store, transmit or receive transmission of Content; or the security,
privacy, storage, or transmission of other communications originating with or involving use
of Company Properties.
Company Properties. Except with respect to Your Content, you agree that
Company and its suppliers own all rights, title and interest in Company Properties. You will
not remove, alter or obscure any copyright, trademark, service mark or other proprietary
rights notices incorporated in or accompanying any Company Properties.
Your Content. Company does not claim ownership of Your Content. Subject
to any applicable account settings that you select, you grant Company a fully paid, royalty-free,
perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right
(including any moral rights) and license to use, license, distribute, reproduce, modify,
adapt, publicly perform, and publicly display Your Content (in whole or in part) for the
purposes of operating and providing Company Properties to you.
Feedback. You agree that submission of any ideas, suggestions,
documents, and/or proposals to Company through its suggestion, feedback, wiki, forum, or
similar pages ("Feedback") is at your own risk and that Company has no
obligations (including without limitation obligations of confidentiality) with respect
to such Feedback. You represent and warrant that you have all rights necessary to submit
the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual,
irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use,
reproduce, perform, display, distribute, adapt, modify, re-format, create derivative
works of, and otherwise commercially or non-commercially exploit in any manner, any and
all Feedback, and to sublicense the foregoing rights, in connection with the operation
and maintenance of Company Properties and/or Company's business.
USER CONDUCT. As a condition of use, you agree not to use Company Properties
for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and
shall not permit any third party) either (a) take any action or (b) Make Available any Content
on or through Company Properties that: (i) infringes any patent, trademark, trade secret, copyright,
right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive,
harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious,
obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk
or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes,
barter, advertising, or pyramid schemes without Company's prior written consent; (v) impersonates
any person or entity, including any employee or representative of Company; (vi) interferes with
or attempt to interfere with the proper functioning of Company Properties or uses Company Properties
in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engage
in, any potentially harmful acts that are directed against Company Properties, including but
not limited to violating or attempting to violate any security features of Company Properties,
using manual or automated software or other means to access, "scrape," "crawl" or "spider" any
pages contained in Company Properties, introducing viruses, worms, or similar harmful code into
Company Properties, or interfering or attempting to interfere with use of Company Properties
by any other user, host or network, including by means of overloading, "flooding," "spamming,"
"mail bombing," or "crashing" Company Properties.
FEES AND PURCHASE TERMS.
Payment. You agree to pay all fees or charges to your Account in
accordance with the fees, charges and billing terms in effect at the time a fee or
charge is due and payable. You must provide Company with a valid credit card (Visa,
MasterCard, or any other issuer accepted by us) or Stripe account of a payment provider
("Payment Provider"), or purchase order information, as a condition to
signing up for the Services. Your Payment Provider agreement governs your use of the
designated credit card or Stripe account, and you must refer to that agreement, not this
Agreement, to determine your rights and liabilities. By providing Company with your
credit card number or Stripe account and associated payment information, you agree that
Company is authorized to immediately invoice your Account for all fees and charges due
and payable to Company hereunder and that no additional notice or consent is required.
You agree to immediately notify Company of any change in your billing address or the
credit card or Stripe account used for payment hereunder. Company reserves the right at
any time to change its prices and billing methods, either immediately upon posting on
Company Properties or by e-mail delivery to you.
Service Subscription Fees. You will be responsible for payment of the
applicable fee for any Services (each, a
"Service Subscription Fee") at the time you create your Account and
select your annual package (each, a "Service Commencement Date").
Except as set forth in the Agreement, all fees for the Services are non-refundable. No
contract will exist between you and Company for the Services until Company accepts your
order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of
Taxes. The payments required under Section 7.2 (Service Subscription
Fees) of this Agreement do not include any Sales Tax that may be due in connection with
the services provided under this Agreement. If Company determines it has a legal
obligation to collect a Sales Tax from you in connection with this Agreement, Company
shall collect such Sales Tax in addition to the payments required under Section 7.2
(Service Subscription Fees) of this Agreement. If any services, or payments for any
services, under the Agreement are subject to any Sales Tax in any jurisdiction and you
have not remitted the applicable Sales Tax to Company, you will be responsible for the
payment of such Sales Tax and any related penalties or interest to the relevant tax
authority, and you will indemnify Company for any liability or expense Company may incur
in connection with such Sales Taxes. Upon Company's request, you will provide it with
official receipts issued by the appropriate taxing authority, or other such evidence
that you have paid all applicable taxes. For purposes of this section,
"Sales Tax" shall mean any sales or use tax and any other tax measured by
sales proceeds that is the functional equivalent of a sales tax where the applicable taxing
jurisdiction does not otherwise impose a sales or use tax.
Automatic Renewal. Your subscription will continue indefinitely until
terminated in accordance with the Agreement.
After your initial subscription period, and again after any subsequent subscription
period, your subscription will automatically commence on the first day following the
end of such period (each a "Renewal Commencement Date") and continue for an additional
equivalent period, at Company's then-current price for such subscription. You agree
that your Account will be subject to this automatic renewal feature unless you cancel
your subscription at least thirty (30) days prior to the Renewal Commencement Date (or
in the event that you receive a notice from Company that your subscription will be
automatically renewed, you will have thirty (30) days from the date of the Company
notice), by logging into and going to the "Change/Cancel Membership" page of your
"Account Settings" page.
If you do not wish your Account to renew automatically, or if you want to change or terminate
your subscription, please contact Company at
or log in and go to the "Change/Cancel Membership" page on your "Account Settings" page. If you cancel your subscription, you may
use your subscription until the end of your then-current subscription term; your subscription
will not be renewed after your then-current term expires. However, you will not be eligible
for a prorated refund of any portion of the subscription fee paid for the then-current subscription
period. By subscribing, you authorize Company to charge your Payment Provider now, and again
at the beginning of any subsequent subscription period. Upon renewal of your subscription,
if Company does not receive payment from your Payment Provider, (a) you agree to pay all
amounts due on your Account upon demand and/or (b) you agree that Company may either terminate
or suspend your subscription and continue to attempt to charge your Payment Provider until
payment is received (upon receipt of payment, your Account will be activated and for purposes
of automatic renewal, your new subscription commitment period will begin as of the day payment
Free Trials and Other Promotions. Any free trial or other promotion that
provides Registered User level access to the Services must be used within the specified time
of the trial. At the end of the trial period, your use of that Service will expire and any
further use of the Service is prohibited unless you pay the applicable subscription fee.
If you are inadvertently charged for a subscription, please contact Company to have the charges
Indemnification. You agree to indemnify and hold Company, its parents,
subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors
(each, a "Company Party" and collectively, the
"Company Parties") harmless from any losses, costs, liabilities and
expenses (including reasonable attorneys' fees) relating to or arising out of any and all of
the following: (a) Your Content; (b) your use of any Company Property; (c) your violation of
the Agreement; (d) any dispute or claim between you and a Third Party Firm; (e) your
violation of any rights of another party, including any Third Party Firms; or (f) your
violation of any 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. This provision does not require you to indemnify any of the Company
Parties for any unconscionable commercial practice by such party or for such party's fraud,
deception, false promise, misrepresentation or concealment, or suppression or omission of
any material fact in connection with the Website or any Services provided hereunder. You
agree that the provisions in this section will survive any termination of your Account, the
Agreement and/or your access to Company Properties.
DISCLAIMER OF WARRANTIES AND CONDITIONS.
As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED
BY APPLICABLE LAW, YOUR USE OF COMPANY PROPERTIES IS AT YOUR SOLE RISK, AND COMPANY
PROPERTIES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. COMPANY
PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
ARISING FROM USE OF THE WEBSITE.
COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) COMPANY
PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF COMPANY PROPERTIES WILL BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED
FROM USE OF COMPANY PROPERTIES WILL BE ACCURATE OR RELIABLE.
THE COMPANY DOES NOT PROVIDE OR OFFER TAX, ACCOUNTING OR OTHER LEGAL ADVICE. THE
MATERIAL PREPARED OR MADE AVAILABLE ON THE SERVICES IS FOR INFORMATIONAL PURPOSES
ONLY, AND IS NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED ON FOR, TAX,
ACCOUNTING OR LEGAL ADVICE. YOU SHOULD CONSULT YOUR OWN TAX, ACCOUNTING AND LEGAL
ADVISORS BEFORE UTILIZING OR RELYING ON ANY TAX INFORMATION OR STRATEGIES FOUND OR
PROVIDED ON OUR SERVICES.
THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. COMPANY
MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING
BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH
COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
No Liability for Conduct of Third Party Firms.
YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK
TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTY FIRMS, AND THAT THE RISK OF
INJURY, LOSS AND LIABILITY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
LIMITATION OF LIABILITY.
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST
EXTENT PROVIDED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS,
REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS
DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES, IN EACH CASE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS
OR MEETINGS WITH OTHER USERS OF COMPANY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING
FROM: (a) THE USE OR INABILITY TO USE COMPANY PROPERTIES; (b) THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED
OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES;
(c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR
CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO COMPANY
PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL
NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY
PARTY'S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY'S FRAUD OR FRAUDULENT
Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY PARTIES
WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO Company
by you during the one-month period prior to the act, omission or occurrence giving rise to
such liability; (b) $100; or (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH
SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY
PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY'S NEGLIGENCE; OR FOR (ii)
ANY INJURY CAUSED BY A COMPANY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
Your Content. EXCEPT FOR COMPANY'S OBLIGATIONS TO PROTECT YOUR PERSONAL
THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY YOUR CONTENT, USER COMMUNICATIONS
OR PERSONALIZATION SETTINGS.
Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS
OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
MONITORING AND ENFORCEMENT. Company reserves the right to: (a) remove or
refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any
action with respect to any of your Content that we deem necessary or appropriate in our sole
discretion, including if we believe that such Content violates this Agreement, infringes any
intellectual property right or other right of any person or entity, threatens the personal
safety of users of the Company Properties or the public, or could create liability for the
Company; (c) disclose your identity or other information about you to any third party who
claims that material posted by you violates their rights, including their intellectual
property rights or their right to privacy; (d) take appropriate legal action, including
without limitation, referral to law enforcement, for any illegal or unauthorized use of the
Company Properties; and/or (e) terminate or suspend your access to all or part of the
Company Properties for any or no reason, including without limitation, any violation of this
If Company becomes aware of any possible violations by you of the Agreement, Company
reserves the right to investigate such violations. If, as a result of the investigation,
Company believes that criminal activity has occurred, Company reserves the right to refer
the matter to, and to cooperate with, any and all applicable legal authorities. Company is
entitled, except to the extent prohibited by applicable law, to disclose any information
or materials on or in Company Properties, including Your Content, in Company's possession
in connection with your use of Company Properties, to (i) comply with applicable laws,
legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any
claims that Your Content violates the rights of third parties, (iv) respond to your
requests for customer service, or (v) protect the rights, property or personal safety of
Company, its Registered Users or the public, and all enforcement or other government
officials, as Company in its sole discretion believes to be necessary or appropriate.
TERM AND TERMINATION.
Term. The Agreement commences on the date when you accept them (as described
in the preamble above) and remain in full force and effect while you use Company Properties,
unless terminated earlier in accordance with the Agreement.
Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree
that the Agreement commenced on the earlier to occur of (a) the date you first used Company
Properties or (b) the date you accepted the Agreement, and will remain in full force and
effect while you use any Company Properties, unless earlier terminated in accordance with
Termination of Services by Company. You will have thirty (30) days from
the Service Commencement Date, or any Renewal Commencement Date, for any Services hereunder,
to cancel such Service, in which case Company will refund your Service Subscription Fee,
if already paid pursuant to Section 7.1 (Payment) or 7.2 (Service Subscription Fees), for
the applicable Service. Except as set forth above, the Service Subscription Fee for any Service
shall be non-refundable. If timely payment cannot be charged to your Payment Provider for
any reason, if you have materially breached any provision of the Agreement, or if Company
is required to do so by law (e.g., where the provision of the Website, the Services is, or
becomes, unlawful), Company has the right to, immediately and without notice, suspend or
terminate any Services provided to you. You agree that all terminations for cause shall be
made in Company's sole discretion and that Company shall not be liable to you or any third
party for any termination of your Account.
Termination of Services by You. If you want to terminate the Services provided
by Company, you may do so by (a) notifying Company at any time and (b) closing your Account
for all of the Services that you use. Your notice should be sent, in writing, to Company's
address set forth below. THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD
UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION
7.4 (AUTOMATIC RENEWAL).
Effect of Termination. Termination of any Service includes removal of access
to such Service and barring of further use of the Service. Termination of all Services also
includes deletion of your password and all related information, files and Content associated
with or inside your Account (or any part thereof), including Your Content. Upon termination
of any Service, your right to use such Service will automatically terminate immediately.
You understand that any termination of Services may involve deletion of Your Content associated
therewith from our live databases. Company will not have any liability whatsoever to you
for any suspension or termination, including for deletion of Your Content. All provisions
of the Agreement which by their nature should survive, shall survive termination of Services,
including without limitation, ownership provisions, warranty disclaimers, and limitation
No Subsequent Registration. If your registration(s) with, or ability to
access, Company Properties or any other Company community, is discontinued by Company due
to your violation of any portion of the Agreement or for conduct otherwise inappropriate
for the community, then you agree that you shall not attempt to re-register with or access
Company Properties or any Company community through use of a different member name or otherwise,
and you acknowledge that you will not be entitled to receive a refund for fees related to
those Company Properties to which your access has been terminated. In the event that you
violate the immediately preceding sentence, Company reserves the right, in its sole discretion,
to immediately take any or all of the actions set forth herein without any notice or warning
INTERNATIONAL USERS. Company Properties can be accessed from countries around
the world and may contain references to Services and Content that are not available in your country.
These references do not imply that Company intends to announce such Services or Content in your
country. Company Properties are controlled and offered by Company from its facilities in the
United States of America. Company makes no representations that Company Properties are appropriate
or available for use in other locations. Those who access or use Company Properties from other
countries do so at their own volition and are responsible for compliance with local law.
Please read the following arbitration agreement in this section ("Arbitration Agreement")
carefully. It requires [U.S. users] to arbitrate disputes with Company and limits the
manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute,
claim, or request for relief relating in any way to your access or use of the Website,
or to any aspect of your relationship with Company, will be resolved by binding
arbitration, rather than in court, except that (a) you may assert claims or seek relief
in small claims court if your claims qualify; and (b) you or Company may seek equitable
relief in court for infringement or other misuse of intellectual property rights (such
as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
This Arbitration Agreement shall apply, without limitation, to all disputes or claims
and requests for relief that arose or were asserted before the effective date of this
Agreement or any prior version of this Agreement.
Arbitration Rules and Forum. The Federal Arbitration Act governs the
interpretation and enforcement of this Arbitration Agreement. To begin an arbitration
proceeding, you must send a letter requesting arbitration and describing your dispute or
claim or request for relief to our registered agent Cogency Global – 850 New Burton
Road, Suite 201, Dover, DE 19904. The arbitration will be conducted by JAMS, an
established alternative dispute resolution provider. Disputes involving claims,
counterclaims, or request for relief under $250,000, not inclusive of attorneys' fees
and interest, shall be subject to JAMS's most current version of the Streamlined
Arbitration Rules and procedures available at
http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS's most current version of the
Comprehensive Arbitration Rules and Procedures, available at
http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at
or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will
select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay
JAMS's filing, administrative, hearing and/or other fees and cannot obtain a waiver from
JAMS, Company will pay them for you. In addition, Company will reimburse all such JAMS's
filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief
totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written
submissions, or in person in the country where you live or at another mutually agreed
location. Any judgment on the award rendered by the arbitrator may be entered in any
court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority
to (a) determine the scope and enforceability of this Arbitration Agreement and (b)
resolve any dispute related to the interpretation, applicability, enforceability or
formation of this Arbitration Agreement including, but not limited to, any assertion
that all or any part of this Arbitration Agreement is void or voidable. The arbitration
will decide the rights and liabilities, if any, of you and Company. The arbitration
proceeding will not be consolidated with any other matters or joined with any other
cases or parties. The arbitrator shall have the authority to grant motions dispositive
of all or part of any claim. The arbitrator shall have the authority to award monetary
damages and to grant any non-monetary remedy or relief available to an individual under
applicable law, the arbitral forum's rules, and the Agreement (including the Arbitration
Agreement). The arbitrator shall issue a written award and statement of decision
describing the essential findings and conclusions on which the award is based, including
the calculation of any damages awarded. The arbitrator has the same authority to award
relief on an individual basis that a judge in a court of law would have. The award of
the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL
AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You
and Company are instead electing that all disputes, claims, or requests for relief shall
be resolved by arbitration under this Arbitration Agreement, except as specified in
Section 14.1 (Application of Arbitration Agreement) above. An arbitrator can award on an
individual basis the same damages and relief as a court and must follow this Agreement
as a court would. However, there is no judge or jury in arbitration, and court review of
an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES,
CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE
ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY
INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE
ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is
issued stating that applicable law precludes enforcement of any of this section's
limitations as to a given dispute, claim, or request for relief, then such aspect must
be severed from the arbitration and brought into the State or Federal Courts located in
the State of California. All other disputes, claims, or requests for relief shall be
30-Day Right to Opt Out. You have the right to opt out of the
provisions of this Arbitration Agreement by sending written notice of your decision to
opt out to:
within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must
include your name and address, your Company username (if any), the email address you
used to set up your Company account (if you have one), and an unequivocal statement that
you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration
Agreement, all other parts of this Agreement will continue to apply to you. Opting out
of this Arbitration Agreement has no effect on any other arbitration agreements that you
may currently have, or may enter in the future, with us.
Severability. Except as provided in Section 14.5 (Waiver of Class or
Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are
found under the law to be invalid or unenforceable, then such specific part or parts
shall be of no force and effect and shall be severed and the remainder of the
Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the
termination of your relationship with Company.
Modification. Notwithstanding any provision in this Agreement to the
contrary, we agree that if Company makes any future material change to this Arbitration
Agreement, you may reject that change within thirty (30) days of such change becoming
effective by writing Company at the following address: 160 Varick Street, 3rd Floor, New
York, NY 10013.
Electronic Communications. The communications between you and Company
may take place via electronic means, whether you visit Company Properties or send
Company e-mails, or whether Company posts notices on Company Properties or communicates
with you via e-mail. For contractual purposes, you (a) consent to receive communications
from Company in an electronic form; and (b) agree that all terms and conditions,
agreements, notices, disclosures, and other communications that Company provides to you
electronically satisfy any legal requirement that such communications would satisfy if
it were to be in writing. The foregoing does not affect your statutory rights, including
but not limited to the Electronic Signatures in Global and National Commerce Act at 15
U.S.C. §7001 et seq. ("E-Sign").
Release. You hereby release Company Parties and their successors from claims,
demands, any and all losses, damages, rights, and actions of any kind, including personal
injuries, death, and property damage, that is either directly or indirectly related to or
arises from your interactions with or conduct of Third Party Firms. If you are a California
resident, you hereby waive California Civil Code Section 1542, which states, "A general release
does not extend to claims that the creditor or releasing party does not know or suspect to
exist in his or her favor at the time of executing the release and that, if known by him
or her, would have materially affected his or her settlement with the debtor or released
Assignment. The Agreement, and your rights and obligations hereunder, may
not be assigned, subcontracted, delegated or otherwise transferred by you without Company's
prior written consent, and any attempted assignment, subcontract, delegation, or transfer
in violation of the foregoing will be null and void.
Force Majeure. Company shall not be liable for any delay or failure to perform
resulting from causes outside its reasonable control, including, but not limited to, acts
of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods,
accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Exclusive Venue. To the extent the parties are permitted under this Agreement
to initiate litigation in a court, both you and Company agree that all claims and disputes
arising out of or relating to the Agreement will be litigated exclusively in the state or
federal courts located in New York City, New York.
Governing Law. The Terms and any action related thereto will be governed
and interpreted by and under the laws of the State of CALIFORNIA, consistent with the Federal
Arbitration Act, without giving effect to any principles that provide for the application
of the law of another jurisdiction. The United Nations Convention on Contracts for the International
Sale of Goods does not apply to the AGREEMENT.
Choice of Language. It is the express wish of the parties that the Agreement
and all related documents have been drawn up in English.
Notice. Where Company requires that you provide an e-mail address, you are
responsible for providing Company with your most current e-mail address. In the event that
the last e-mail address you provided to Company is not valid, or for any reason is not capable
of delivering to you any notices required/ permitted by the Agreement, Company's dispatch
of the e-mail containing such notice will nonetheless constitute effective notice. You may
give notice to Company at the following address: 160 Varick Street, 3rd Floor, New York,
NY 10013. Such notice shall be deemed given when received by Company by letter delivered
by nationally recognized overnight delivery service or first class postage prepaid mail at
the above address.
Waiver. Any waiver or failure to enforce any provision of the Agreement
on one occasion will not be deemed a waiver of any other provision or of such provision on
any other occasion.
Severability. If any portion of this Agreement is held invalid or unenforceable,
that portion shall be construed in a manner to reflect, as nearly as possible, the original
intention of the parties, and the remaining portions shall remain in full force and effect.
Consumer Complaints. In accordance with California Civil Code §1789.3, you
may report complaints to the Complaint Assistance Unit of the Division of Consumer Services
of the California Department of Consumer Affairs by contacting them in writing at 1625 North
Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Entire Agreement. The Agreement is the final, complete and exclusive agreement
of the parties with respect to the subject matter hereof and supersedes and merges all prior
discussions between the parties with respect to such subject matter.