Last revised on: March 27, 2021
1: Legal Notices
Orgio, Inc. (the “Operator” or “we"), the owner of the website located at www.theorg.com (the “Website”), provides the Website as a service to our users.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 12) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. The Operator reserves the right to update or modify these Terms at any time without prior notice to you. Your use of the Website following any such change constitutes your unconditional agreement to follow and be bound by these Terms as changed. For this reason, we encourage you to review these Terms whenever you use the Website.
These Terms apply to your use of the Website and do not extend to any linked third party sites. Any rights not expressly granted herein are reserved. Unless otherwise indicated, any future release, update, or other addition to functionality of the Website shall be subject to these Terms
2: Permitted and Prohibited Uses
License. Subject to these Terms, Operator grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Website solely for your own personal, noncommercial use.
Restrictions. The rights granted to you in these Terms are subject to the following restrictions:
- You will not use the Website to violate any applicable local, state, national, or international law, including without limitation any applicable laws relating to antitrust or other illegal trade or business practices, federal and state securities laws, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any U.S. laws, rules, and regulations governing the export and re-export of commodities or technical data, or in any way that would cause Operator to be in violation of same.
- You will not upload or transmit any material that infringes or misappropriates any person's copyright, patent, trademark, or trade secret, or disclose via the Website any information the disclosure of which would constitute a violation of any confidentiality obligations you may have.
- You will not (i) upload any viruses, worms, Trojan horses, or other forms of harmful computer code, (ii) subject the Website's network or servers to unreasonable traffic loads, (iii) attempt to gain unauthorized access to the Website (or to other computer systems or networks connected to or used together with the Website), whether through password mining or any other means; (iv) harass or interfere with any other user’s use and enjoyment of the Website; or (v) use software or automated agents or scripts to produce multiple accounts on the Website, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Website (provided, however, that we conditionally grant to 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, subject to the parameters set forth in our robots.txt file); or (vi) otherwise engage in conduct deemed disruptive to the ordinary operation of the Website.
- You will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website, whether in whole or in part, or any content displayed on the Website.
- You will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website.
- You will not access the Website in order to build a similar or competitive website, product, or service.
- Except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
- You are strictly prohibited from communicating on or through the Website any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.
- You are expressly prohibited from compiling and using other users' personal information, including addresses, telephone numbers, fax numbers, email addresses or other contact information that may appear on the Website, for the purpose of creating or compiling marketing and/or mailing lists and from sending other users unsolicited marketing materials, whether by facsimile, email, or other technological means.
- You also are expressly prohibited from distributing users' personal information to third-party parties for marketing purposes. Your compiling of marketing and mailing lists using users' personal information, the sending of unsolicited marketing materials to users, or the distribution of users' personal information to third parties for marketing purposes are a material breach of these Terms and Conditions of Use, and the Operator reserves the right to terminate or suspend your access to and use of the Website and to suspend or revoke your membership in the consortium without refund of any membership dues paid.
- The Operator notes that unauthorized use of users' personal information in connection with unsolicited marketing correspondence also may constitute violations of various state and federal anti-spam statutes. The Operator reserves the right to report the abuse of users' personal information to the appropriate law enforcement and government authorities, and the Operator will fully cooperate with any authorities investigating violations of these laws.
Modifications. Operator reserves the right, at any time, to modify, suspend, or discontinue the Website (in whole or in part) with or without notice to you. You agree that Operator will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Website or any part thereof.
Support and Maintenance. You acknowledge and agree that Operator will have no obligation to provide you with any support or maintenance in connection with the Website.
Ownership. Excluding any User Submissions that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Website and its content are owned by Operator or Operator’s suppliers. Neither these Terms (nor your access to the Website) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth herein. Operator and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
Content. Certain content on the Website is furnished by the third-parties. Operator will not be liable for any inaccuracies, errors or omissions in any such content, or for any damages arising therefrom.
3: User Submissions
“User Submissions” means any and all information and content that a user, including you, submits to, or uses with, the Website or otherwise provides to the Operator (such as information contributed for display on a company’s “Org Charts” or press releases provided to Operator through email as directed on the Website). You hereby represent and warrant that your User Submissions do not contain any confidential or proprietary information, are not libelous or otherwise unlawful, and that you have all necessary legal rights to submit, post or upload such content. You acknowledge and agree that all User Submissions may be publicly displayed on the Website and shared with other users.
If you provide Operator with any feedback or suggestions regarding the Website (“Feedback”), you hereby assign to Operator all rights in such Feedback and agree that Operator shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Operator will treat any Feedback you provide to Operator as non-confidential and non-proprietary. You agree that you will not submit to Operator any information or ideas that you consider to be confidential or proprietary.
Operator reserves the right (but has no obligation) to review any User Submissions, and to investigate and/or take appropriate action against you if, in Operator’s sole discretion, you violate any provision of these Terms or otherwise create liability for Operator or any other person. Such action may include removing or modifying your User Submission and/or reporting you to law enforcement authorities. The Operator may edit or remove content on the Website at their discretion at any time.
4: User Discussion Lists and Forums
The Operator may, but is not obligated to, monitor or review any areas on the Website where users transmit or post communications or communicate solely with each other, including but not limited to user forums and email lists, and the content of any such communications. The Operator has no liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise.
Registering Your Account; Registration Data. You agree to provide true, accurate, current, and complete information when registering with the Website. You agree to maintain and promptly update this account information to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate your account without notice and to refuse any and all current and future use of the Website. You may delete your account at any time, for any reason, by following the instructions on the Website.
Although sections of the Website may be viewed simply by visiting the Website, in order to access some content and/or additional features offered at the Website, you may need to sign on as a guest or sign up for an account. If you create an account on the Website, you may be asked to supply your name, email address, a user ID and password. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur in connection with your password or account. You agree to immediately notify us of any unauthorized use of either your password or account or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access the Website using your account or user ID. You grant the Operator and all other persons or entities involved in the operation of the Website the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the Website and in the provision of services to you. The Operator cannot and does not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received using website.
Access Through a SNS. If you access the Website through a SNS as part of the functionality of the Website, you may link your account with third-party accounts, by allowing Operator 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 that you are entitled to disclose your third-party account login information to Operator and/or grant Operator access to your third-party account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable third-party account and without obligating Operator to pay any fees or making Operator subject to any usage limitations imposed by such third-party service providers. By granting Operator access to any third-party accounts, you understand that Operator may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Company Properties that you have provided to and stored in your third-party account (“SNS Content”) so that it is available on and through Website via your account. Unless otherwise specified in the Terms, all SNS Content shall be considered to be User Submissions for all purposes of these Terms. 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 Website. Please note that if a third-party account or associated service becomes unavailable or Operator’s access to such third-party account is terminated by the third-party service provider, then SNS Content will no longer be available on and through Website. You have the ability to disable the connection between your account and your third-party accounts at any time by accessing the “Settings” section of the Website. 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, AND OPERATOR DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Operator makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Operator is not responsible for any SNS Content.
You agree to defend, indemnify and hold harmless the Operator and its agents, officers, employees, vendors and suppliers), including any costs and expenses (including attorneys' fees), from and against any and all claims or demands made by third-parties from or related to (i) your use or misuse of the Website; (ii) your User Submissions; (iii) your violation of these Terms; (iv) the violation of any applicable laws or regulations. Operator reserves 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 with our defense of these claims. You agree not to settle any matter without the prior written consent of Operator. Operator will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
These Terms are effective and remain in full force while you use the Website, until terminated by either party. If you no longer agree to be bound by these Terms you must cease use of the Website. If you are dissatisfied with the Website, their content, or any of these terms, conditions, and policies, your sole legal remedy is to discontinue using the Website. The Operator reserves the right to terminate or suspend your access to and use of the Website (including your account), or parts of the Website, without notice, at any time, including but not limited to, if we believe, in our sole discretion, that such use (i) is in violation of any applicable law; (ii) is harmful to our interests or the interests, including intellectual property or other rights, of another person or entity; or (iii) where the Operator has reason to believe that you are in violation of these Terms. You agree that Operator will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Website or any part thereof. Upon termination of your rights under these Terms, your account and right to access and use the Website will terminate immediately. You understand that any termination of your account may involve deletion of your User Submissions associated with your account from our live databases. Operator will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account or deletion of your User Submissions. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: the “Restrictions,” “Modifications,” “Support and Maintenance,” “Ownership,” and “Content” provisions under Section 2; Section 3; and Section 6 - 12.
8: WARRANTY DISCLAIMER
THE WEBSITE AND ASSOCIATED MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE OPERATOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENTOF INTELLECTUAL PROPERTY. THE OPERATOR MAKES NO REPRESENTATIONS OR WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES THE OPERATOR MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE. THE OPERATOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE WEBSITE. PRIOR TO THE EXECUTION OF A PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT, YOU ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL ADVISOR TO VERIFY INFORMATION. OPERATOR SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED UPON, OR THE RESULTS OBTAINED FROM, ANY CONTENT PROVIDED ON THE WEBSITE. NOTHING FOUND ON THE WEBSITE SHALL BE CONSTRUED AS INVESTMENT ADVICE. OPERATOR IS NOT A REGISTERED BROKER-DEALER OR INVESTMENT ADVISOR AND DOES NOT GIVE INVESTMENT ADVICE OR RECOMMEND ANY PRODUCT OVER ANOTHER.
NEITHER OPERATOR OR ANY OF THEIR ITS AGENTS, VENDORS OR SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT ON THE WEBSITE OR ACCESSED THROUGH THE WEBSITE AND SUCH PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, LEGALITY, COPYRIGHT COMPLIANCE, RELIABILITY OR DECENCY OF SUCH MATERIAL.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR BUSINESS INTERRUPTION THAT RESULTS FROM THE DOWNLOAD OF CONTENT. THE OPERATOR SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED IN OR APPEARING ON THE WEBSITE. YOUR PARTICIPATION IN THE WEBSITE IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE OPERATORS OR THROUGH THE OPERATORS, THEIR EMPLOYEES, OR THIRD PARTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE, BY YOUR USE OF THE WEBSITE, THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
9: LIABILITY LIMITATION
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL THE OPERATOR OR ANY OF ITS AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE WEBSITE OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE OR FOR ANY INFORMATION OBTAINED THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE OPERATOR HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE OPERATOR OR ANY OF ITS AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE, MISUSE OF OR INABILITY TO USE THE WEBSITE, EVEN IF THE OPERATORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU
THE OPERATOR'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE WEBSITE WILL NOT EXCEED FIFTY U.S. DOLLARS ($50.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OPERATOR’S SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT. YOU AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT THE OPERATOR WOULD NOT PROVIDE THE WEBSITE ABSENT SUCH LIMITATION.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
10: Links to Third-Party Materials; Other Users
Links to Third-Party Materials. The Website may contain links to sites owned or operated by independent third parties. These links are provided for your convenience and reference only. We do not control such sites and, therefore, we are not responsible for any content posted on these sites. The fact that the Operator offers such links should not be construed in any way as an endorsement, authorization, or sponsorship of that site, its content or the companies or products referenced therein, and the Operator reserves the right to note its lack of affiliation, sponsorship, or endorsement on the Website. If you decide to access any of the third party sites linked to by the Website, you do this entirely at your own risk. Because some sites employ automated search results or otherwise link you to sites containing information that may be deemed inappropriate or offensive, the Operator cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in third party sites.
Other Users. Each Website user is solely responsible for any and all of its own User Submissions. Because we do not control User Submissions, you acknowledge and agree that we are not responsible for any User Submissions, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Submissions. Your interactions with other Website users are solely between you and such users. You agree that Operator will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Website user, we are under no obligation to become involved.
Release. You hereby release and forever discharge the Operator (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Website (including any interactions with, or act or omission of, other Website users or any Third-Party Links, Applications & Ads). If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, 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 party.”
11: Copyright Policy
Operator respects the intellectual property of others and asks that users of our Website do the same. In connection with our Website, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Website who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Website, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Operator is: Christian Wylonis Address of Agent: 33 Irving Pl 3rd floor New York, NY 10003 Telephone: 347-421-5085 Email: email@example.com
Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Website. Continued use of our Website following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
- Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Operator and our employees, agents, successors, or assigns, regarding or relating to the Website or these Terms shall exclusively be settled through binding and confidential arbitration.
- Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
- You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
- You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
- Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in New York, New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
- With the exception of subparts (1) and (2) in subsection (d) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Agreement, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in subsection (d) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in New York, New York.
- Notwithstanding any provision in this Agreement to the contrary, if we seek to terminate the Dispute Resolution section as included in these Terms, any such termination shall not be effective until 30 days after the version of these Terms not containing the agreement to arbitrate is posted to the Website, and shall not be effective as to any claim of which you provided Operator with written notice prior to the date of termination.
- For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at www.jamsadr.com.
- Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Operator and our employees, agents, successors, or assigns, regarding or relating to these Terms or the Website shall exclusively be governed by the internal laws of the State of California, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
Export. The Website may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Operator, or any products utilizing such data, in violation of the United States export laws or regulations. Disclosures. Operator is located at the address listed below. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Electronic Communications. The communications between you and Operator use electronic means, whether you use the Website or send us emails, or whether Operator posts notices on the Website or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Operator in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Operator provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Website. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Operator is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Operator’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Operator may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
Copyright/Trademark Information. All trademarks, logos and service marks (“Marks”) displayed on the Website are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Address: 118 Spring Street, New York, NY 10012