Terms of Use
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AGREEMENT TO TERMS TERMS OF USE
Last updated January 28, 2025
These Terms of Use constitute a legally binding agreement made between you, whether
personally or on behalf of an entity (“you”) and Timato Systems, LLC ("Company", “we”, “us”, or “our”, "Active Vigilance"), concerning your access to and use of the timatosystems.com, and/or activevigilance.us websites as well as any other media form, media channel, mobile website or mobile application related, linked, or
otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you
have read, understood, and agreed to be bound by all of these Terms of Use.
IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY
PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to
time are hereby expressly incorporated herein by reference. We reserve the right, in our sole
discretion, to make changes or modifications to these Terms of Use at any time and for any
reason. We will alert you about any changes by updating the “Last updated” date of these
Terms of Use, and you waive any right to receive specific notice of each such change. It is your
responsibility to periodically review these Terms of Use to stay informed of updates. You will be
subject to, and will be deemed to have been made aware of and to have accepted, the
changes in any revised Terms of Use by your continued use of the Site after the date such
revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person or
entity in any jurisdiction or country where such distribution or use would be contrary to law or
regulation or which would subject us to any registration requirement within such jurisdiction or
country. Accordingly, those persons who choose to access the Site from other locations do so
on their own initiative and are solely responsible for compliance with local laws, if and to the
extent local laws are applicable.
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are
not permitted to use or register for the Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and graphics on the
Site (collectively, the “Content”) and the trademarks, service marks, and logos contained
therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by
copyright and trademark laws and various other intellectual property rights and unfair
competition laws of the United States, international copyright laws, and international
conventions. The Content and the Marks are provided on the Site “AS IS” for your information
and personal use only. Except as expressly provided in these Terms of Use, no part of the Site
and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded,
posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or
otherwise exploited for any commercial purpose whatsoever, without our express prior written
permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of the Content to which you have
properly gained access solely for your personal, non-commercial use. We reserve all rights not
expressly granted to you in and to the Site, the Content and the Marks.
USER REPRESENTATIONS
By using the Site, you represent and warrant that:
(1) all registration information you submit will
be true, accurate, current, and complete;
(2) you will maintain the accuracy of such information and promptly update such registration information as necessary;
(3) you have the legal
capacity and you agree to comply with these Terms of Use;
(4) you are not a minor in the
jurisdiction in which you reside;
(5) you will not access the Site through automated or non-
human means, whether through a bot, script, or otherwise;
(6) you will not use the Site for any
illegal or unauthorized purpose; and
(7) your use of the Site will not violate any applicable law
or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have
the right to suspend or terminate your account and refuse any and all current or future use of
the Site (or any portion thereof).
USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential
and will be responsible for all use of your account and password. We reserve the right to
remove, reclaim, or change a username you select if we determine, in our sole discretion, that
such username is inappropriate, obscene, or otherwise objectionable.
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site
available. The Site may not be used in connection with any commercial endeavors except
those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
1. Systematically retrieve data or other content from the Site to create or compile, directly or
indirectly, a collection, compilation, database, or directory without written permission from us.
2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive
account information such as user passwords.
3. Circumvent, disable, or otherwise interfere with security-related features of the Site,
including features that prevent or restrict the use or copying of any Content or enforce
limitations on the use of the Site and/ or the Content contained therein.
4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
5. Use any information obtained from the Site in order to harass, abuse, or harm another
person.
6. Make improper use of our support services or submit false reports of abuse or misconduct.
7. Use the Site in a manner inconsistent with any applicable laws or regulations.
8. Use the Site to advertise or offer to sell goods and services.
9. Engage in unauthorized framing of or linking to the Site.
10. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other
material, including excessive use of capital letters and spamming (continuous posting of
repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or
modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or
maintenance of the Site.
11. Engage in any automated use of the system, such as using scripts to send comments or
messages, or using any data mining, robots, or similar data gathering and extraction tools. 12.Delete the copyright or other proprietary rights notice from any Content.
13. Attempt to impersonate another user or person or use the username of another user.
14. Sell or otherwise transfer your profile.
15. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive
or active information collection or transmission mechanism, including without limitation, clear
graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices
(sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
16. Interfere with, disrupt, or create an undue burden on the Site or the networks or services
connected to the Site.
17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing
any portion of the Site to you.
18. Attempt to bypass any measures of the Site designed to prevent or restrict access to the
Site, or any portion of the Site.
19. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML,
JavaScript, or other code.
20. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in
any way making up a part of the Site.
21. Except as may be the result of standard search engine or Internet browser usage, use,
launch, develop, or distribute any automated system, including without limitation, any spider,
robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any
unauthorized script or other software.
22. Use a buying agent or purchasing agent to make purchases on the Site.
23. Make any unauthorized use of the Site, including collecting usernames and/or email
addresses of users by electronic or other means for the purpose of sending unsolicited email,
or creating user accounts by automated means or under false pretenses.
24. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the
Content for any revenue-generating endeavor or commercial enterprise.
USER GENERATED CONTRIBUTIONS
The Site does not offer users to submit or post content. We may provide you with the
opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast
content and materials to us or on the Site, including but not limited to text, writings, video,
audio, photographs, graphics, comments, suggestions, or personal information or other
material (collectively, "Contributions"). Contributions may be viewable by other users of the Site
and through third-party websites. As such, any Contributions you transmit may be treated in
accordance with the Site Privacy Policy. When you create or make available any Contributions,
you thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing,
downloading, or copying of your Contributions do not and will not infringe the proprietary
rights, including but not limited to the copyright, patent, trademark, trade secret, or moral
rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases,
and permissions to use and to authorize us, the Site, and other users of the Site to use your
Contributions in any manner contemplated by the Site and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable
individual person in your Contributions to use the name or likeness of each and every such
identifiable individual person to enable inclusion and use of your Contributions in any manner
contemplated by the Site and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials,
pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions do not advocate the violent overthrow of any government or incite,
encourage, or threaten physical harm against another.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from
anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent
manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or
otherwise intended to protect the health or well- being of minors;
13. Your Contributions do not include any offensive comments that are connected to race,
national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of
these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in,
among other things, termination or suspension of your rights to use the Site.
CONTRIBUTION LICENSE
You and the Site agree that we may access, store, process, and use any information and
personal data that you provide following the terms of the Privacy Policy and your choices
(including settings).
By submitting suggestions or other feedback regarding the Site, you agree that we can use and
share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your
Contributions and any intellectual property rights or other proprietary rights associated with
your Contributions. We are not liable for any statements or representations in your
Contributions provided by you in any area on the Site. You are solely responsible for yourContributions to the Site and you expressly agree to exonerate us from any and all
responsibility and to refrain from any legal action against us regarding your Contributions.
GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you
must comply with the following criteria:
(1) you should have firsthand experience with the
person/entity being reviewed;
(2) your reviews should not contain offensive profanity, or
abusive, racist, offensive, or hate language;
(3) your reviews should not contain discriminatory
references based on religion, race, gender, national origin, age, marital status, sexual
orientation, or disability;
(4) your reviews should not contain references to illegal activity;
(5) you
should not be affiliated with competitors if posting negative reviews;
(6) you should not make
any conclusions as to the legality of conduct;
(7) you may not post any false or misleading
statements; and
(8) you may not organize a campaign encouraging others to post reviews,
whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no
obligation to screen reviews or to delete reviews, even if anyone considers reviews
objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent
our opinions or the views of any of our affiliates or partners. We do not assume liability for any
review or for any claims, liabilities, or losses resulting from any review. By posting a review, you
hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable,
and sub-licensable right and license to reproduce, modify, translate, transmit by any means,
display, perform, and/or distribute all content relating to reviews.
MOBILE APPLICATION LICENSE Use License
If you access the Site via a mobile application, then we grant you a revocable, non-exclusive,
non-transferable, limited right to install and use the mobile application on wireless electronic
devices owned or controlled by you, and to access and use the mobile application on such
devices strictly in accordance with the terms and conditions of this mobile application license
contained in these Terms of Use.
You shall not:
(1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;
(2) make any modification,
adaptation, improvement, enhancement, translation, or derivative work from the application;
(3)
violate any applicable laws, rules, or regulations in connection with your access or use of the
application;
(4) remove, alter, or obscure any proprietary notice (including any notice of
copyright or trademark) posted by us or the licensors of the application;
(5) use the application
for any revenue generating endeavor, commercial enterprise, or other purpose for which it is
not designed or intended;
(6) make the application available over a network or other
environment permitting access or use by multiple devices or users at the same time;
(7) use the
application for creating a product, service, or software that is, directly or indirectly, competitive
with or in any way a substitute for the application;
(8) use the application to send automated
queries to any website or to send any unsolicited commercial e-mail; or
(9) use any proprietary
information or any of our interfaces or our other intellectual property in the design,
development, manufacture, licensing, or distribution of any applications, accessories, or
devices for use with the application.
Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple
Store or Google Play (each an “App Distributor”) to access the Site:
(1) the license granted to
you for our mobile application is limited to a non-transferable license to use the application on
a device that utilizes the Apple iOS or Android operating systems, as applicable, and in
accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
(2) we are responsible for providing any maintenance and support services with respect to the
mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you
acknowledge that each App Distributor has no obligation whatsoever to furnish any
maintenance and support services with respect to the mobile application;
(3) in the event of
any failure of the mobile application to conform to any applicable warranty, you may notify the
applicable App Distributor, and the App Distributor, in accordance with its terms and policies,
may refund the purchase price, if any, paid for the mobile application, and to the maximum
extent permitted by applicable law, the App Distributor will have no other warranty obligation
whatsoever with respect to the mobile application;
(4) you represent and warrant that
(i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and
(ii) you are not listed on any U.S. government list of prohibited or restricted parties;
(5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and
(6) you acknowledge and agree that the App
Distributors are third-party beneficiaries of the terms and conditions in this mobile application
license contained in these Terms of Use, and that each App Distributor will have the right (and
will be deemed to have accepted the right) to enforce the terms and conditions in this mobile
application license contained in these Terms of Use against you as a third-party beneficiary
thereof.
SOCIAL MEDIA
As part of the functionality of the Site, you may link your account with online accounts you
have with third-party service providers (each such account, a “Third-Party Account”) by either:
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providing your Third- Party Account login information through the Site; or
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allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third- Party Account login information to us and/or grant us access to your Third- Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that
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we may access, make available, and store (if applicable) any content that
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you have provided to and stored in your Third-Party Account (the “Social Network Content”) so
that it is available on and through the Site via your account, including without limitation any
friend lists and
(2) we may submit to and receive from your Third-Party Account additional
information to the extent you are notified when you link your account with the Third-Party
Account. Depending on the Third-Party Accounts you choose and subject to the privacy
settings that you have set in such Third-Party Accounts, personally identifiable information that
you post to your Third-Party Accounts may be available on and through your account on the
Site. Please note that if a Third-Party Account or associated service becomes unavailable or
our access to such Third Party Account is terminated by the third-party service provider, then
Social Network Content may no longer be available on and through the Site. You will have the
ability to disable the connection between your account on the Site and your Third-Party
Accounts at any time.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non- infringement, and we are not responsible for any Social
Network Content. You acknowledge and agree that we may access your email address book
associated with a Third-Party Account and your contacts list stored on your mobile device or
tablet computer solely for purposes of identifying and informing you of those contacts who
have also registered to use the Site. You can deactivate the connection between the Site and
your Third-Party Account by contacting us using the contact information below or through your
account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third- Party Account, except the username and profile picture
that become associated with your account.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or
other information regarding the Site ("Submissions") provided by you to us are non-confidential
and shall become our sole property. We shall own exclusive rights, including all intellectual
property rights, and shall be entitled to the unrestricted use and dissemination of these
Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or
compensation to you. You hereby waive all moral rights to any such Submissions, and you
hereby warrant that any such Submissions are original with you or that you have the right to
submit such Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITE AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party
Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound,
video, information, applications, software, and other content or items belonging to or
originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-
Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or
completeness by us, and we are not responsible for any Third-Party Websites accessed
through the Site or any Third-Party Content posted on, available through, or installed from the
Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or
other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion
of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party
Content does not imply approval or endorsement thereof by us. If you decide to leave the Site
and access the Third-Party Websites or to use or install any Third-Party Content, you do so at
your own risk, and you should be aware these Terms of Use no longer govern. You should
review the applicable terms and policies, including privacy and data gathering practices, of any
website to which you navigate from the Site or relating to any applications you use or install
from the Site. Any purchases you make through Third-Party Websites will be through other
websites and from other companies, and we take no responsibility whatsoever in relation to
such purchases which are exclusively between you and the applicable third party. You agree
and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
SITE MANAGEMENT
We reserve the right, but not the obligation, to:
(1) monitor the Site for violations of these Terms
of Use;
(2) take appropriate legal action against anyone who, in our sole discretion, violates the
law or these Terms of Use, including without limitation, reporting such user to law enforcement
authorities;
(3) in our sole discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of your Contributions or any
portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to remove
from the Site or otherwise disable all files and content that are excessive in size or are in any
way burdensome to our systems; and
(5) otherwise manage the Site in a manner designed to
protect our rights and property and to facilitate the proper functioning of the Site.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: Active Vigilance.us/privacypolicy. By using the Site, you agree to be bound by our Privacy Policy, which is
incorporated into these Terms of Use. Please be advised the Site is hosted in the United
States. If you access the Site from any other region of the world with laws or other
requirements governing personal data collection, use, or disclosure that differ from applicable
laws in the United States, then through your continued use of the Site, you are transferring your
data to the United States, and you agree to have your data transferred to and processed in the
United States.
TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT
LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT
TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO
AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON
FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH
OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF
USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR
PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR
INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE
DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering
and creating a new account under your name, a fake or borrowed name, or the name of any
third party, even if you may be acting on behalf of the third party. In addition to terminating or
suspending your account, we reserve the right to take appropriate legal action, including
without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for
any reason at our sole discretion without notice. However, we have no obligation to update any
information on our Site. We also reserve the right to modify or discontinue all or part of the Site
without notice at any time. We will not be liable to you or any third party for any modification,
price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware,
software, or other problems or need to perform maintenance related to the Site, resulting in
interruptions, delays, or errors. We reserve the right to change, revise, update, suspend,
discontinue, or otherwise modify the Site at any time or for any reason without notice to you.
You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused
by your inability to access or use the Site during any downtime or discontinuance of the Site.
Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site
or to supply any corrections, updates, or releases in connection therewith.
GOVERNING LAW
These Terms of Use and your use of the Site are governed by and construed in accordance
with the laws of the State of Washington applicable to agreements made and to be entirely
performed within the State of Washington, without regard to its conflict of law principles.
DISPUTE RESOLUTION
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except
those Disputes expressly excluded below) will be finally and exclusively resolved by binding
arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE
RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and
conducted under the Commercial Arbitration Rules of the American Arbitration Association
("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related
Disputes ("AAA Consumer Rules"), both of which are available at the AAA
website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be
governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer
Rules. The arbitration may be conducted in person, through the submission of documents, by
phone, or online. The arbitrator will make a decision in writing, but need not provide a
statement of reasons unless requested by either Party. The arbitrator must follow applicable
law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise
required by the applicable AAA rules or applicable law, the arbitration will take place in Clark
County,Washington. Except as otherwise provided herein, the Parties may litigate in court to
compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter
judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be
commenced or prosecuted in the state and federal courts located in Clark County, Washington,
and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and
forum non conveniens with respect to venue and jurisdiction in such state and federal courts.
Application of the United Nations Convention on Contracts for the International Sale of Goods
and the the Uniform Computer Information Transaction Act (UCITA) are excluded from these
Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Site be
commenced more than one (1) years after the cause of action arose. If this provision is found to
be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within
that portion of this provision found to be illegal or unenforceable and such Dispute shall be
decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and
the Parties agree to submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties
individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other
proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action
basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute
to be brought in a purported representative capacity on behalf of the general public or any
other persons.
Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions
concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning
the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or
arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any
claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within that portion of this provision found to be
illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction
within the courts listed for jurisdiction above, and the Parties agree to submit to the personal
jurisdiction of that court.
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or
omissions, including descriptions, pricing, availability, and various other information. We
reserve the right to correct any errors, inaccuracies, or omissions and to change or update the
information on the Site at any time, without prior notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR
USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST
EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S
CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL
ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY
(1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,
(2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE,
(3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS
AND/OR ANY AND ALL PERSONAL INFORMATION AND/ OR FINANCIAL INFORMATION
STORED THEREIN,
(4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE,
(5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR
(6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE
RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-
PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A
PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD
USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY,
INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST
REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY
TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE
ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US
DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN
US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS
APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT
APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and
all of our respective officers, agents, partners, and employees, from and against any loss,
damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made
by any third party due to or arising out of:
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use of the Site;
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breach of these Terms of Use;
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any breach of your representations and warranties set forth in these Terms of Use;
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your violation of the rights of a third party, including but not limited to intellectual property rights; or
(5) any overt harmful act toward any other user of the Site with whom you connected via the
Site.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive
defense and control of any matter for which you are required to indemnify us, and you agree to
cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to
notify you of any such claim, action, or proceeding which is subject to this indemnification
upon becoming aware of it.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the
performance of the Site, as well as data relating to your use of the Site. Although we perform
regular routine backups of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Site. You agree that we shall have no
liability to you for any loss or corruption of any such data, and you hereby waive any right of
action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and you agree that all
agreements, notices, disclosures, and other communications we provide to you electronically,
via email and on the Site, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,
AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND
RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You
hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or
other laws in any jurisdiction which require an original signature or delivery or retention of non-
electronic records, or to payments or the granting of credits by any means other than electronic
means.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect
to the Site constitute the entire agreement and understanding between you and us. Our failure
to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver
of such right or provision. These Terms of Use operate to the fullest extent permissible by law.
We may assign any or all of our rights and obligations to others at any time. We shall not be
responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond
our reasonable control. If any provision or part of a provision of these Terms of Use is
determined to be unlawful, void, or unenforceable, that provision or part of the provision is
deemed severable from these Terms of Use and does not affect the validity and enforceability
of any remaining provisions. There is no joint venture, partnership, employment or agency
relationship created between you and us as a result of these Terms of Use or use of the Site.
You agree that these Terms of Use will not be construed against us by virtue of having drafted
them. You hereby waive any and all defenses you may have based on the electronic form of
these Terms of Use and the lack of signing by the parties hereto to execute these Terms of
Use.
CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use
of the Site, please contact us at: