Last Modified: January 27th, 2021
These Terms constitute a legally binding agreement entered into by and between you, whether personally or on behalf of an entity (“you”) and Ambient Ridge Inc. (whether doing business as AreaHub or areahub.com or not, “the Company,” “we”, “our” or “us”). The following Terms, together with any separate guidelines, subscription terms, payment terms or end user license agreement (“Additional Terms”), govern your access to and use of websites, mobile applications, and online services owned or operated by the Company that post these Terms, including ambientridge.com and areahub.com, whether as a guest or a registered user (the “Services”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
Use of Services. These Services are intended for users who are at least 18 years of age and reside in the United States or any of its territories or possessions. If you access the Services from outside the United States, you do so at your own risk and are responsible for complying with the laws and regulations of the territory from which you access the Services. By using these Services, you represent and warrant that you meet the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
IN ADDITION, OUR SERVICES ARE CURRENTLY NOT OFFERED TO USERS LOCATED IN THE EUROPEAN ECONOMIC AREA (EEA), AND USERS LOCATED IN THE EEA ARE NOT PERMITTED TO ACCESS OR USE THE SERVICES.
Accessing the Services and Account Security. There may be times when our Services are interrupted, including, for example, due to forces beyond our control such as weather-related disruptions or communication or technological outages. We will work diligently to minimize any service interruptions to the extent that the interruption is within our control to rectify. However, we reserve the right to withdraw or amend these Services in our sole discretion without notice. We will also not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services to users. You are responsible for both:
- Making all arrangements necessary for you to have access to the Services, and
- Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of them using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer and should avoid public networks so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
Data Disclaimer. The Company does not produce the underlying data used in its original form or certain content or other information presented on the Services. Thus, the Company cannot assure that all relevant items are disclosed in the data presented, and you agree that the Company is not and will not be liable and you release the Company for any errors, omissions, misstatements, or other issues with the data or information used or presented. If you seek additional information or want to correct perceived errors in connection with information presented on the Services, please contact us at: firstname.lastname@example.org or email@example.com, as applicable. Please refer to the Data Sources and Data & Scoring pages on this website, the terms of which are deemed incorporated herein.
Accuracy of Information Posted. The ratings, images, conclusions, recommendations, and findings that appear on the Services reflect the Company’s research and analysis at the time of publication. Please be advised that this information frequently relies on data obtained from many sources, and accordingly, the Company cannot guarantee the accuracy of the information provided or any analysis based thereon. Moreover, in light of evolving regulatory and market conditions, subsequent product reformulations, and other factors, this information may no longer be current and you release Company from all liability related thereto.
Reliance on Information Posted. The information presented on or through the Services is made available solely for general information purposes. We do not warrant the completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services, or by anyone who may be informed of any of its contents.These Services may include content provided by third parties, including data, information and materials provided by other users and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Fees. You may be required to pay fees to access certain features of the Services. All fees are in U.S. dollars, are non-refundable and, to the extent permitted by law, are exclusive of all taxes. You shall be responsible for all applicable taxes relating to payments or purchases made through the Services. If the Company changes the fees for all or part of its services, including by adding fees or charges, the Company will provide you advance notice of those changes. If you do not accept the changes, the Company may discontinue providing the applicable part of the Services to you. The Company’s authorized third-party payment processor will charge the payment method you specified at the time of purchase. You authorize the Company to charge all fees as described in these Terms for the services you select to that payment method. If you pay any fees with a credit card, the Company may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
Subscriptions. The Services may include features that allow for automatically recurring payments for periodic charges (“Subscription Service”). If you decide to activate a Subscription Service, you authorize the Company to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The subscription will continue unless and until you cancel your subscription, or we terminate it. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic subscription fee to your account. We will bill the periodic subscription fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). The Company may change the subscription fee for any subsequent subscription period but will provide you advance notice of any increase before it applies. Unless otherwise stated in your product-specific agreement, you may cancel a Subscription Service by contacting us at: firstname.lastname@example.org.
Ownership and License. Except as otherwise stated, the Services and their entire content, the information, computer code, source code, features, and related functionality appearing, featured or otherwise displayed on the Services, including but not limited to all software, text, displays, images, videos, audio, scores, ratings, rankings, artwork and other creative works, and the design, selection, and arrangement thereof, are open access, or are owned by or licensed by the Company, its affiliates, and/or their respective licensors or other third parties and are protected under the copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws of the United States and other countries and international treaty provisions. We grant you a limited, non-exclusive, non-transferable, revocable, personal license to use the Services. Except as may be explicitly permitted by the Services, you may not sell, copy, encode, modify, upload, reproduce, republish, distribute, display, perform, post, license, create derivative works from, or transmit any part of the Services or anything you obtain from the Services, including anything you download from the Services, unless you first obtain our written consent. You may not remove, obscure or otherwise deface anything, including any proprietary notices, appearing on the Website, or any content or information related to the Services or the Company. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company and its affiliates. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
Social Distribution and Widgets. The Company may allow you – but only through express written permission – to engage in certain personal uses of the Services that include the ability to share our content (“Services Content”) with others ("Social Distribution"). For example, the Services may be construed in such a way that enables you to send Services Content to friends, display Services Content on your personal website or post Services Content on a third party website. You understand that only the Company can make claims, promises or statements on behalf of the Company about its products and services and agree not to do so. You also agree that you will not imply that you and the Company are affiliated in any way or that the Company approves of your comments. We reserve the right to revoke our permission for Social Distribution at any time and for any reason and you agree to immediately cease Social Distribution upon notice of revocation and to comply with any terms we post in connection with the Social Distribution of Services Content.
Similarly, the Services may provide content that you may choose to embed on your personal webpage, third party website or social networking site by pasting the HTML or other code provided by us (typically labeled as an embed code) (“Widgets”). Widgets are Services Content and subject to the limited, revocable license described above. We may discontinue providing the services necessary for the Widgets to operate or we may disable Widgets you have embedded at any time for any reason without any liability to you. You agree that our permission to you to use Widgets on your personal webpage does not provide you (or any third party) with any intellectual property rights in or to the Widget or any Services Content made available via any Widget.
NOTICE TO THIRD PARTY SITES: Any Services Content made available in connection with your webpage, social networking site, or otherwise, by our Widgets, third party widgets or otherwise is our exclusive property and no grant of any intellectual property rights is made by us. We retain the right to demand that you cease any use of our Services Content upon notice.
Third Party Links, Content and Applications. There may be links from our Services, or from communications you receive from the Services, to third party websites or online features. The Services also may include third party content that we do not control, maintain or endorse. Functionality of the Services may also permit interactions between the Services and a third party website or online feature, including applications that connect the Services or your profile on the Services with a third party site (including, but not limited to, Facebook, YouTube, Twitter, and Pinterest). For example, the Services may include a button enabling you to indicate, on your social networking page, that you “like” a specific product on the Services, or a feature that lets you post to your social networking page a link to Services Content or the ability to share content from the Services or your User Content posted on the Services with a third party, which may be publicly posted on that third party’s website. Using this functionality typically requires you to login to your account on the third party site. We do not control any of these third party sites or any of their content. Accordingly, you expressly acknowledge that we make no representation or warranties about the completeness, accuracy, or existence of any advertising, products, or other materials on or available from third party sites or online features and any reliance placed by you on such materials is at your own risk. If you choose to use applications that connect a Service or your profile on a Service with a third party site, you acknowledge and agree that you are consenting to the information about your account being shared; and that your use of these third party applications may cause information about you to be publicly disclosed. Neither the Company nor its service providers are responsible for the practices of any third party. Your correspondence and business dealings with third parties found through the Services including, without limitation, the payment and delivery of products and services, and any terms, conditions, warranties and representations associated with any such dealings, are solely between you and the third party. You acknowledge and agree that the Company is not liable for any loss or damage which may be incurred by you as a result of your interaction with any third party.
Linking Policy. The Company grants you the revocable permission to link to the Services; provided, however, that any link to the Services: (a) must not frame or create a browser or border environment around any of the content on the Services or otherwise mirror any part of the Services; (b) must not imply that the Company or the Services is endorsing or sponsoring any third party or its products or services, unless the Company has given the third party prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in the Company’s sole opinion, harm the Company or its products or services; (d) must not use any Company trademark without the prior written permission from the Company; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in the Company’s sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. You agree that you will not link to the Services from any source that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise inappropriate (in the Company’s sole discretion). If you do link to the Services, the link must be in plain text, unless otherwise pre-approved in writing by the Company. The Company reserves the right, in its sole discretion, to terminate a link with any website that it deems inappropriate or inconsistent with the Services or these Terms. By linking to the Services, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, the Company reserves the right to prohibit linking to the Services for any reason in our sole and absolute discretion.
Copyright and Trademarks. The Company’s Services, e-mail, mobile website, mobile application, the Company name, the terms or marks trademarked by the Company, the Company logo, and all related names, logos, product and service names, designs, slogans, texts and images contained on the Company’s Services (“Company IP”) are protected by United States trademark and copyright law and are the property of the Company or its affiliates or licensors, except as otherwise identified. You must not use the Company IP without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
Feedback. If you choose to provide input and suggestions regarding the Services, including related to any information or materials on the Services (“Feedback”), then you hereby grant the Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any manner and for any purpose, including to improve the Services or create other products and services.
DMCA; Claims of Copyright Infringement. The Company respects the intellectual property rights of others and reserves the right to delete or disable content alleged to be infringing from the Company’s Services and to terminate the accounts of repeat alleged infringers. If you believe your work or someone else’s work has been reproduced on the Services in a way that constitutes copyright infringement, you may notify the Company’s copyright agent in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. Section 5.12) (“the DMCA”), by providing the following information:
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Services so that the copyright agent can locate it;
- Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and
- A signed statement that the above information is accurate, that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and under, penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.
Notices of copyright infringement claims should be sent as follows:
By mail: Ambient Ridge Inc., 100 So. Bedford Rd. Suite 340, Mt. Kisco, NY 10576, Attention: Copyright Agent
If you give notice of copyright infringement by email, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your email before we are required to take any action. All inquiries not conforming to the above procedures will receive no response. Please be aware that if you knowingly materially misrepresent that (1) material or activity on our Services is infringing your copyright, or (ii) material or activity on our Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorney’s fees) under Section 512(f) of the DMCA.
Prohibited Uses. You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards section below.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services, or expose them to liability.
Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
- Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
- Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Services.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
User Contributions. The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services. All User Contributions must comply with the “Content Standards” section below. Any User Contribution you post to any of the Interactive Services will be considered non-confidential and non-proprietary. By providing any User Contribution on the Interactive Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
- All of your User Contributions do and will comply with these Terms.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services.
Monitoring and Enforcement. We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability, reputational harm, or any other damage for the Company.
- 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.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES. However, we cannot undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Content Standards. These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Termination. Except as stated in separate service-specific agreements, you may terminate your account at any time through the Services. If you violate any provision of these Terms, your permission from the Company to use the Services will terminate automatically. In addition, the Company may in its sole discretion terminate your account on the Services at any time for any reason, with or without notice. The Company also reserves the right to investigate suspected violations of these Terms, and any violation of these Terms may be referred to law enforcement authorities.
Changes to the Services. We may update the content on the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.
Disclaimer of Warranties. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, THE SUITABILITY OF THE INFORMATION CONTAINED ON OR RECEIVED THROUGH THE SERVICES, OR ANY SERVICES OR PRODUCTS, INCLUDING ANY ALERTS OR REPORTS, RECEIVED THROUGH OR IN CONNECTION WITH THE SERVICES. YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. ALL INFORMATION, SERVICES AND USE OF THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION THAT THE CONTENTS OR ANY INFORMATION OR SERVICES RECEIVED THROUGH OR IN CONNECTION WITH THE SERVICES ARE ACCURATE, RELIABLE, SECURE, CORRECT, COMPLETE, ERROR-FREE, OR UNINTERRUPTED; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE CONTENTS OR ANY INFORMATION RECEIVED THROUGH THE SERVICES OR OTHERWISE FROM THE COMPANY ARE FREE FROM ERRORS, OMISSIONS, VIRUSES OR OTHER DESTRUCTIVE OR HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. YOUR USE OF THE SERVICES AND TRANSMISSION OR RECEIPT OF INFORMATION IS SOLELY AT YOUR OWN RISK. YOU EXPRESSLY AGREE THAT YOU HAVE RELIED ON NO WARRANTIES, REPRESENTATIONS, OR STATEMENTS OTHER THAN IN THIS AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THE EXCLUSIONS MAY NOT APPLY TO YOU BUT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF YOUR JURISDICTION.
Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, OFFICERS, DIRECTORS OR INVESTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR ANY THIRD PARTY’S USE, OR INABILITY TO USE, THE SERVICES, ANY THIRD-PARTY SERVICES OR WEBSITES LINKED TO THE SERVICES, ANY CONTENT ON THE SERVICES, ANY USER CONTRIBUTIONS, AND ANY OTHER FEATURE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ALL INFORMATION, PRODUCTS, SERVICES, WIDGETS, FEATURES, AND OTHER CONTENT CONTAINED ON AND/OR OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE WHERE THE ABOVE LIMITATION IS UNENFORCEABLE, YOU AGREE THAT THE COMPANY’S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE TOTAL AMOUNT THAT YOU ACTUALLY PAID TO THE COMPANY, IF ANY, DURING THE THREE (3) MONTHS PRECEDING THE ACCRUAL OF OR BASIS FOR THE CAUSE OF ACTION AND IF NONE WAS PAID DURING SUCH PERIOD THEN $1.
Except to the extent prohibited by applicable law (including, a California resident’s right, if any, to pursue public injunctive relief) or the applicable arbitration rules or standards, you agree that in the event you incur any damages, losses or injuries that arise out of the Company’s acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of the Services, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of the Services.
Indemnification. You agree to defend, indemnify and hold harmless the Company, its subsidiaries, affiliates, licensors, representatives, employees, service providers, members, partners, directors, officers, investors, staff, contractors, agents, licensors, suppliers, successors, agents, and assigns (the “Company Indemnitees”) from and against any loss, liability, claim, damage, judgment, award, cost, expense, fee or demand, including reasonable attorneys’ fees and court costs (collectively, “Losses”), arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Contributions, any directly or indirectly improper use or reliance on the Services’ content, services, and products other than as expressly authorized in these Terms, or your use of any information, services, products or data obtained from or in association with one or more of the Services; provided, however, that, to the extent required by applicable law, you are not obligated to defend, indemnify and hold harmless any Losses caused by the Company Indemnitees’ recklessness or gross negligence. You agree to cooperate as fully required by the Company in the defense of any claim. The Company has the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Company.
Location of the Sites and Territorial Restrictions. The Company controls and operates the Services from offices located in the United States and makes no representations or warranties that the content contained on the Services are appropriate for use or access in other locations. The information provided through the Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Anyone using or accessing the Services from outside the United States does so on their own initiative and is responsible for compliance with United States' and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Services or any portion of the Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.
Arbitration Agreement/Governing Law/Class Action Waiver/Dispute Resolution. You agree that all matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Both you and the Company waive the right to a trial by jury and the right to bring or resolve any dispute as a class, consolidated, representative, collective, or private attorney general action. Both you and the Company waive the right to participate in a class, consolidated, representative, collective, or private attorney general action related dispute that is brought by anyone else. Notwithstanding any provision in the JAMS (defined below) standards or rules to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, collective, or private attorney general action or to consolidate, join, or otherwise combine the claims of different persons into one proceeding.
The parties each agree to finally settle any legal suit, action, dispute, proceeding, claim, or controversy arising out of or relating to these Terms or the Services only through binding arbitration administered before a sole arbitrator under the Streamlined Arbitration Rules and Procedures of JAMS, Inc. (“JAMS”) or any successor to JAMS. If arbitration under the Streamlined Arbitration Rules and Procedures is not possible, the Comprehensive Arbitration Rules and Procedures shall be used. In arbitration, there is no judge or jury and review is limited. The arbitrator’s decision and award are final and binding, with limited exceptions, and judgment on the Award may be entered in any court having jurisdiction. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a “Demand for Arbitration,” then either part can elect to have the arbitration administered by another mutually agreeable arbitration administration service who will hear the case. If an in-person hearing is required, then it will take place in Westchester County, NY, or New York City, NY, or in or near your hometown if required by applicable JAMS standards or rules. The federal or state law that applies to these Terms will also apply during the arbitration. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a state or federal court located in New York City, NY. At the Company’s sole discretion, the parties may first attempt to settle any dispute covered by the preceding by mediation in accordance with the applicable rules and procedures for mediation established by JAMS then in effect. The mediation, if any, shall be held in Westchester County, NY, or New York City, NY. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party, provided, however, that if for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then this agreement to arbitrate does not apply and the dispute must be brought in a court of competent jurisdiction in New York City, NY. The Company agrees to pay the administrative and arbitrator’s fees in order to conduct the arbitration, but specifically excluding (i) any of your travel or other costs to attend the arbitration hearing and (ii) if you initiate the arbitration against us, a $250 fee. Either party may, notwithstanding this provision, bring qualifying claims in small claims court.
Waiver, Assignment and Severability. The failure of the Company to enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. No waiver by the Company of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of the Company. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. The Company may assign its rights and duties under these Terms to any party at any time without notice to you. Terms may not be assigned by you without the Company’s prior written consent. Should any competent court determine that any provision of these Terms are unenforceable as written, then said provision shall be deemed to have been rewritten in accordance with the law; if that is not possible, then that provision shall be deemed to have been stricken from the Terms, and all other provisions remain in full force and effect. You agree that these Terms will not be construed against the Company by virtue of the Company having drafted them. No amendment or modification of these Terms, or action, or delay, will be binding unless in writing and signed by the Company. Provisions of these Terms that would logically survive termination shall survive the termination of these Terms for any reason (including without limitation, Disclaimer of Warranties, Limitation on Liability, Waiver, and Arbitration Agreement/Governing Law/Class Action Waiver/Dispute Resolution). If you do not agree to these Terms, please stop, and you hereby agree to stop, using these Services immediately.
Your Comments and Concerns. These Services are operated by the Company, with an office address of 100 So. Bedford Rd., Suite 340, Mt. Kisco, NY 10506. All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: email@example.com or firstname.lastname@example.org, as applicable.