THE FOLLOWING TERMS AND CONDITIONS GOVERN YOUR ACCESS AND USE OF THE SERVICES AND/OR MATERIALS BEING PROVIDED TO YOU BY RINGIQ INC, A/AN ARIZONA CORPORATION ("WE OR US") THROUGH RINGIQ.COM ("WEBSITE").
Services Non-Exclusive Limited Access License
Subject to your continued compliance with the terms and conditions of this Agreement
You, the single named user, are hereby granted with the non-exclusive and non-transferable right to access and use the Services, including the right to access and use the dashboard located on the password-protected secure area of our Website (?Dashboard?).
The services the subject of this Agreement consist of access and use of our Call Tracking and Call Routing software ("Services").
Non-Exclusive Limited License
You are purchasing and are hereby granted a non-exclusive, non-transferable and revocable license and right to access and use the Services and all online content, video or audio files, graphics, images or any other materials made available to You on restricted portions of our Website as part of the Services ("Materials"), for your own personal or business use. You acknowledge and agree that the rights being granted herein are not a concurrent user license other than as may be expressly stated in this grant of license. You are purchasing and are also hereby granted a personal, non-exclusive, non-transferable and revocable license and right to access and use all video or audio files, graphics, images or any other materials that are made available to You and clearly designated as materials intended for your own personal or business use. You acknowledge and agree that the rights being granted herein are not a concurrent user license other than as may be expressly stated in this grant of license.
You are not authorized to: (i) resell or sublicense, outsource, time-share or rent the Services; (ii) distribute, transmit, or publish any portions of the Website or download (other than page caching) or modify any portion of the Website to the public in any form, format, or method; (iii) modify, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Services or otherwise attempt to discover any source code or using unauthorized versions of the Services for purposes including (without limitation) building a product or service similar to or competitive with the Services or to gain unauthorized access to the Services; or (iv) otherwise use the Services as part of a product or service for any commercial use or purpose whatsoever or in any way exploit any of the Services, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to your use of the Services. The Services are being licensed and not sold to You pursuant to the terms and conditions of this Agreement. Except as expressly stated herein, this grant of License does not convey any other rights in and to the Services or any Materials contained on restricted portions of this Website, express or implied, or ownership of any applicable Materials or any intellectual property rights. All rights not expressly granted herein are reserved by us. You may not use the Services or any Materials contained on this Website in any manner that infringes on the copyrights or proprietary interests of any third party or that is in violation of any law.
Intellectual Property Notice
All logos or any other trademarks, trade names or service marks, whether marked or unmarked, and/or any software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets, tags and metatags and other material (collectively "Content") which is protected by copyright, trademark or other proprietary rights by us or affiliates or other third parties. No Content may be used without our prior written consent. We retain all right, ownership, title and interest in all Content, whether or not we have registered for or has been granted any such protections under State and/or Federal law.
Subscription Term & Automatic Renewal
The term of the License and your rights granted herein shall be for an initial term equal to 30 days ("Term"). The Term shall begin on and including the day You sign-up to receive the Services, unless otherwise stated in this Agreement, and ending on 11:59 p.m. EDT (GMT-5 hours) on the final day of the Term. This Agreement shall be automatically renewed upon the same terms and conditions for successive terms equal to Until Cancelled ("Renewal Term"), unless this Agreement is canceled by You. Each Renewal Term shall begin on 12:00 a.m. EDT (GMT-5 hours) on the day following the last day of the previous Term, or any subsequent Renewal Term.
Subscription Fees & Payment Authorization
You agree to pay a membership fee of Your Chosen Plan Price ("Fee") in order to access the Services for the duration of the Term.
Your credit card or other payment method You provide will be automatically charged in the amount of Your Chosen Plan Price immediately after the expiration of the Term and upon the expiration of each subsequent Renewal Term, unless otherwise stated in this Agreement. YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO CANCEL THIS AGREEMENT BEFORE THE END OF THE TERM OR ANY SUBSEQUENT RENEWAL TERM WILL RESULT IN AUTOMATIC CHARGES TO YOUR CREDIT/DEBIT CARD OR OTHER PAYMENT METHOD YOU HAVE PROVIDED FOR THE TOTAL AMOUNTS DUE AND UPON THE TIME(S) DUE AS STATED UNDER THE TERMS OF THIS AGREEMENT. YOU AGREE THAT FAILURE TO CANCEL THIS AGREEMENT SHALL INDICATE YOUR IRREVOCABLE CONSENT AND AUTHORIZATION TO SUCH AUTOMATIC, RECURRING BILLING BY US. YOU AGREE THAT YOU HAVE BEEN GIVEN EVERY OPPORTUNITY TO REVIEW THESE TERMS BEFORE PROVIDING YOUR BILLING INFORMATION. You may cancel your membership at any time before the expiration of the Term or any Renewal Term for any reason by sending an email to firstname.lastname@example.org with the subject line "Cancellation." Include your stated desire to cancel in the body of your email and reference the Services. Upon receipt of your email, we will send You written confirmation that this Agreement has been terminated and, upon such termination, we will not debit your credit card or other payment method. Your credit card or other payment method will also be charged the amount of Your Chosen Plan Price, due 30 days after the beginning of the first Renewal Term and due every 30 days thereafter until the expiration of each Renewal Term. We reserve the right at any time to change the subscription fees to be paid by You to receive the Services in any future Renewal Term to coincide with the fees then applicable to all members, as listed on our Website at the beginning of the Renewal Term. In such instances, these fees will be effective beginning with the Renewal Term commencing immediately following the date any change to the fees should occur. We will provide notice to You of any such changes by either sending You an email with notice of the change, or by posting any changes directly on this Website and You agree to periodically monitor any such changes to the fees by us. You agree that your subsequent failure to cancel this Agreement before the beginning of the next Renewal Term after receiving any such notice by us shall constitute your acceptance to any changes in the fees.
You represent and warrant that the payment information supplied by You to us is, and shall at all times be, true, correct and complete. You represent and warrant that all charges by us will be honored by your credit card company, financial institution, etc. If any charge is not so honored, you remain liable for payment of all amounts due to us under this Agreement. You agree that if any charge should be declined upon the date such payment is due and charged by us, we shall have the right to attempt to debit your credit card, bank account or other payment provider account as many times as we may elect thereafter until such debit is authorized by your credit card issuer/payment provider. We may, in our sole discretion, elect to charge your credit or debit card or other method of payment You provide after the date such charge is actually due, but will make such charge within a short time from the date due. All monies collected by us will be applied first to any outstanding balances due for previously unpaid charges, then toward the current membership fees due. You shall additionally be responsible for and shall immediately pay to us, on demand, any payments that are made to us by your credit card that are subsequently reversed. If we are unable to debit your credit or debit card or other billing method upon the due date, we may suspend or cancel your rights to receive access to the Services or suspend your rights to receive any other benefits included with the Services under the terms of this Agreement. This right shall be in addition to any other rights we may have under this Agreement. You agree to pay for all costs we incur in collecting any payment(s) from You, including our reasonable attorney's fees.
By providing your credit card, debit card, PayPal, bank account information or any other billing information, You hereby authorize us to charge all fees and any other amounts due under this Agreement according to the terms of this Agreement. We are not responsible for pricing, typographical, or other errors in any offer or price stated on this Website or this Agreement and we reserve the right to cancel any memberships/subscriptions arising from such errors. We also reserve the right to cancel any sale made to You if we determine that there were inaccuracies in any description or information contained on this Website regarding the Services.
Trial Period and Automatic Billing
You may elect to use the Services on a trial basis for a trial period of 7 days ("Trial Period"). As a trial user, your right to access and use the Services and portions of our Website may be limited as described in our Website. You acknowledge and agree that You have read the terms and conditions surrounding your trial use of the Services as stated on our Website, which such terms are hereby incorporated into this Agreement. All applicable terms and conditions contained in this Agreement shall apply to your use during the Trial Period. Following the end of the Trial Period, You will have the option to purchase a membership to access the Services on a paid basis under the terms set forth in this Agreement for the membership Term. If you choose not to purchase a paid membership to access the Services, this Agreement will terminate at 11:59 P.M. EDT (GMT -5 hours) on the last day of the Trial Period. If you choose to purchase a membership, then the Term shall begin on 12:00 A.M. EDT (GMT -5 hours) on the next day following the expiration of the Trial Period and this Agreement shall remain in full force and effect. If you decline to purchase a membership, we reserve the right to retain your Identity Information for the purpose of contacting you from time to time to provide information and to offer our products and services to You. YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO CANCEL YOUR TRIAL MEMBERSHIP BEFORE THE END OF THE TRIAL PERIOD WILL RESULT IN AUTOMATIC CHARGES TO YOUR CREDIT/DEBIT CARD OR OTHER PAYMENT METHOD YOU HAVE PROVIDED FOR THE TOTAL AMOUNTS DUE AND UPON THE TIME(S) DUE AS STATED UNDER THE TERMS OF THIS AGREEMENT. YOU AGREE THAT FAILURE TO CANCEL THIS AGREEMENT SHALL INDICATE YOUR IRREVOCABLE CONSENT AND AUTHORIZATION TO SUCH AUTOMATIC BILLING BY US. YOU AGREE THAT YOU HAVE BEEN GIVEN EVERY OPPORTUNITY TO REVIEW THE TERMS BEFORE PROVIDING YOUR BILLING INFORMATION. You may cancel your trial membership at any time before the expiration of the Trial Period for any reason by sending an email to email@example.com with the subject line "Cancellation." Include your stated desire to cancel in the body of your email and reference the Services. Upon receipt of your email, we will send You written confirmation that this Agreement has been terminated and, upon such termination, we will not debit your credit card or other payment method.
SMS Mobile Recipient Consent
WE COLLECT ALL MOBILE NUMBERS PROVIDED TO US AND WILL USE SUCH MOBILE NUMBERS TO SEND SMS/MMS MESSAGES PERIODICALLY ABOUT OUR SERVICES. By registering/subscribing to use our Services, You consent to and otherwise authorize us to send such SMS/MMS messages to any mobile phone number provided to us by you pursuant to your use of the Services. We will at all times comply with the Telephone Consumer Protection Act (?TCPA?), the Federal Trade Commission Act, all rules and regulations promulgated by the the Federal Communications Commission, the DNC list registry rules (http://www.donotcall.gov) and various state laws, rules and regulations that place restrictions on our SMS or MMS message campaigns. We will include clear opt-out/unsubscribe information on any text messages we send to any mobile numbers provided to us and otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association, if applicable. We agree that any individuals requesting ?Do-Not-Call? (?DNC?) status shall immediately be placed on our DNC list and further agree that we will not initiate any subsequent messages to any such individuals. You represent and warrant to us that You are either the owner/account-holder of any phone number(s) provided to us by You pursuant to this Agreement, or are otherwise authorized to consent to the receipt of such SMS/MMS messages to any such number(s) you has provided on behalf of the recipient.
In addition, support services will be made available to You as part of your purchase of the Services where we will provide general and technical assistance regarding your access and use of the Services materials, or access and use of our Website. All customer support will be provided via ?instant live chat? on Company?s website, which will be available from 7am to 10pm, Monday through Sunday. You can initiate live chat by logging-on to our Website and accessing the live chat platform, as instructed on our Website.
In addition, support services will be made available to You as part of the Services where we will provide general and technical assistance regarding the your execution of any part of the program or other materials comprising the Services or access and use of our Website. We will provide individual customer support to You by telephone. Support assistance will be available from 8 am to 5 pm, Monday through Friday.
In addition, support services will be made available to You as part of the Services where we will provide general and technical assistance regarding the your execution of any part of the program or other materials comprising the Services or access and use of our Website. We will provide individual customer support to You by email only. You can request support assistance by sending an email to firstname.lastname@example.org. All emails will be returned as soon as possible, but in no event later than 24 hours, excluding weekends and Holidays.
Website Use Restrictions
If You elect to purchase any upgrades to the Services described on this Website, then You agree to pay the separate upgrade fee(s) expressly stated on this Website and authorize us to charge this fee to your credit card or other method of payment provided by You. You agree to any and all terms of the upgrade that are stated on this Website, which are hereby incorporated into this Agreement. All applicable payment terms stated in this Agreement controlling your license to access the Services also control your purchase of any upgrade(s). All separate upgrade fees are in addition to the stated purchase price paid for the Services. You agree to any and all terms of the upgrade that are expressly stated on this Website, which are hereby incorporated into this Agreement. All separate upgrade fees are in addition to the stated Fees. You may cancel the upgrade services by sending an email to email@example.com with the subject line "Cancellation." Include your stated desire to cancel in the body of your email and reference the specific upgrade. Upon receipt of your email, we will send You written confirmation that this Agreement has been terminated and, upon such termination, we will stop debiting your credit card or other payment method. Notwithstanding, if You cancel the upgrade services at any time before payment of the fee due for the period covering the cancellation date, we shall debit your credit card or other payment method after cancellation for this final charge in full. If you cancel this Agreement after we have successfully debited your credit card or other payment method in advance for the period covering the cancellation date, NO refunds or partial refunds shall be provided to You upon cancellation.
Children Online Protection Act Notification
Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify You that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist You in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at the website http://www.kids.getnetwise.org/tools. For more information regarding policies and practices about how we may collect and disclose information from our Website users, please visit and read our Privacy & Communications Policy.
User Content Policy
The following Policy contains important restrictions, notices and disclaimers that govern your uploading/posting of any and all materials on this Website including, but not limited to, posts and comments, images, graphics, photos, videos, audio recordings, text, ideas, all written materials and/or any other written or electronic materials ("Content"). In consideration for your access and use of the services offered by us through this Website, You agree to comply with the following terms and conditions at all times during your use of this Website.
User Representations And Warranties: You represent that You are the owner, authorized licensee or authorized user of all Content You agree that You will not post, upload, publish, link to or otherwise distribute any Content that:
i) promotes, solicits, comprises or contains abusive, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, pornographic, profane, threatening, vulgar or otherwise inappropriate, objectionable or unlawful material or that is harmful to minorsl; or
ii) encourages conduct that would violate any law or Content that violates any applicable statute, ordinance, regulation or rule; or
iii) contains personal information about any individual without that persons consent or otherwise violates the privacy of any other individual or entity or Content You are not authorized to disclose; or
iv) misrepresents an affiliation with another person or organization or posting any Content that infringes any copyright, trademark, service mark, patent, trade secret or other intellectual property right of any third party; or
v) contains viruses, corrupted files, worms, Trojan horses or any other similar malicious software or programs that may expropriate, intercept or interfere with any data, information, property or system of another person or that may damage interfere or adversely affect the operation of our Website or any computer or other device of any user of our Website; or
vi) is materially false, misleading or inaccurate.
Use Restrictions: Without limitation, You agree not to do any of the following:
i) Attempt to gain unauthorized access to the Website or to other user accounts, whether through hacking, password mining or any other means;
ii) Obtain or attempt to obtain any materials or information through any means not intentionally made available through your use of this Website;
iii) Engage in any systematic extraction of data or data fields, including without limitation e-mail addresses;
iv) Violate our rights or any third party rights including, but not limited to, the rights of privacy and publicity or any intellectual property rights or otherwise abuse, defame, defraud, harass, stalk or threaten us or any third parties; or
v) Upload Content in any manner that could damage, disable, overburden or impair any of our servers or the networks connected to any of our servers.
vi) Forward any tracking phone numbers to emergency response phones (ERP) like 911, law enforcement, fire or other first responder phone numbers.
vii) Forward or direct any tracking phone numbers to individuals or businesses that do not agree to accept incoming calls from your assigned tracking numbers.
viii) Violate any call recording laws within your advertising area(s).
xi) Violate any HIPA or other call recording laws within your state or advertising area.
User Indemnification: You agree that You shall indemnify, defend, hold harmless and pay any judgment or settlement of, any claims or actions asserted by any third party against any of the operators of this Website, including any officer, member or manager, employee, agent or representative or any of our attorneys, as may be applicable, arising from or in connection with any Content You upload through your use of this Website or in any way related to this Agreement, regardless of the nature or type of any such claim. You agree to pay all expenses, court costs and attorneys' fees incurred by us in connection with any of the foregoing claims or actions.
You are solely responsible for all Content including, if desired by you, the making and keeping of back-up copies of any or all Content. We shall not have any responsibility or liability for the deletion or accuracy of any Content, the failure to store, transmit or receive transmission of any Content or the security, privacy, storage or transmission of other communications involving your use of our Website.
Irrevocable License to Use Content: Any Content you submit, upload or post to this Website by any means will be treated as non-confidential and may be edited or restricted from being displayed on this Website under the terms of this policy, at our sole discretion. When You post Content on this Website, you keep all rights and title to the Content including any copyrights, but You grant us with an irrevocable, nonexclusive, royalty-free and perpetual right to post, display, copy, and modify that Content in connection with the operation of this Website and our business and to sell or otherwise transfer that Content in connection with transfer of operation and/or ownership of this Website or other location to which the Content was posted.
Content Disclaimers: We shall not be responsible for any of the Content and we do not warrant the accuracy of the Content. We assume no responsibility to investigate or verify the accuracy of the Content or that the Content does not violate any law or the rights of some third party or is otherwise injurious or causes some third party to suffer any damages. Under no circumstances shall we be liable for any damages occurring or arising from any Content posted or transmitted on this Website by You that is defamatory, libelous or slanderous, contains any omissions, falsehoods, obscenities, is pornographic or sexually explicit or profane or otherwise violates any law or right of some third party. We do not represent or endorse the accuracy or reliability of any Content. You acknowledge that any reliance by you upon any Content (whether yours or others) shall be at your sole risk. Any Content placed on our Website represents solely the views of the user posting/uploading the Content and does not represent our views. We shall not have any responsibility or liability for the deletion or accuracy of any Content, the failure to store, transmit or receive transmission of any Content or the security, privacy, storage or transmission of other communications involving your use of our Website.
DMCA and Trademark/Service Mark Policy: We will, in appropriate circumstances as determined in our sole discretion, terminate your rights to submit, upload or post any Content if you infringe the intellectual property rights of others. We will investigate notices of copyright infringement and take appropriate actions pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA"). We also have procedures in place for You to protest any notices of alleged infringement of any Content You have submitted, uploaded or posted to this Website. Please see our DMCA Policy on this Website for more details.
Termination & Refunds
No Down Time Credits: While we strive to keep downtime to a minimum, from time to time the Site and the Services may be unavailable, whether due to periodic maintenance or otherwise. No downtime credit, refund or any other type of proration will be provided by us for downtime caused by any of the following: (i) periodic maintenance (notice of which will be posted in advance on the Site at the point of user log-in and/or e-mailed to the e-mail address contained in your primary Log-In Information); (ii) any reason described in our section regarding Force Majeure; (iii) your inability to connect to or to access the Site or Services due to problems related to your PC hardware, software, network, network setup or security, or your Internet service provider or any other similar problem; or (iv) any other reason. YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY LOST SALES OR LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES YOU MAY SUFFER DUE TO ANY DOWNTIME OF THE SERVICES AND YOU.
You may cancel this Agreement at any time before the expiration of the Term for any reason or for no reason by sending an email to firstname.lastname@example.org with the subject line "Cancellation." Include your stated desire to cancel in the body of your email and reference the Services. Upon receipt of your email, we will send You written confirmation that this Agreement has been terminated and, upon such termination, this Agreement will terminate and we will stop debiting your credit card or other payment method. We shall provide You with a partial refund for any fee(s) You have paid previously covering the entire Term, or covering any period within the Term, prorated (minus used phone numbers and minute usage) based on the number of days remaining in the Term or any period as of the date of cancellation. In order to receive a refund, You must notify us within 30 days from the date of your purchase. Upon granting a refund to You, your license to use the Services shall terminate and shall otherwise be revoked by us. Any rights of access to any services or benefits included with the Services will terminate. In such case, You agree to cease use of all materials, to the extent any materials are downloadable. We make every effort to make any appropriate refunds to You as soon as possible. However, refund times vary and will not be made until after we have conducted a product inspection after our receipt of any returns by You and are subject to the normal processing time from your bank or credit card company. All refunds will be made to the same credit card or other payment provider You used to make your purchase. In the event You terminate this Agreement, such termination shall be effective beginning at 12:00 a.m. EDT (GMT-5 hours) the day following the date You send email notice to us. If you fail to accept an update or amendment of this Agreement (as described in this Agreement), this Agreement shall automatically terminate.
If you choose to terminate your membership, the terms of this Agreement regarding any Content you have uploaded remain applicable. Content that you have posted to the Website, other than Content that has been published, will not be deleted or retired as a result of your termination. We will retain any of your Identity Information only for so long as is reasonably required to fulfill the purposes for which it was collected, but data retained in backups will be removed only as the backups are purged in the normal course of our backup procedures.
We may terminate this Agreement at any time in our sole discretion and terminate your use and access of our Website prior to the end of the Term by sending you a notice of termination to the e-mail address included in your log-in information (which notice shall be effective upon being sent by us) if: i) You violate or breach one or more provisions of this Agreement; or ii) we determine in our sole and exclusive judgment that terminating your access to our Website is advisable for security reasons, to protect us from liability, or to maintain the continued normal uninterrupted operation of our Website. Once this Agreement is terminated for any reason, your license to use the Services shall terminate and shall otherwise be revoked by us. Any rights of access to any Services or benefits will terminate.
Indemnification by You
You hereby agree to defend, indemnify and hold us, our officers, directors, employees, consultants, agents, representatives, joint venture or joint venture partners, attorneys or any parent, subsidiary or other entity controlled or owned by us, harmless from and against any and all claims, liabilities, damages or costs (including without limitation fees, costs and other expenses of attorneys and expert witnesses) arising out of or in any way related to: (i) any breach of this Agreement by You; (ii) your use of and access of our Website and use of the Services; (iii) any actual or alleged violation by You or by any person using your user account information (whether or not such use is authorized by You) of this Agreement or any applicable law, or any intellectual property, proprietary, privacy or other right of any third party; (iv) any credit-card funded payments to us that are reversed, to the extent applicable or (v) your negligence or willful misconduct.
THE SERVICES ARE BEING MADE AVAILABLE AND SOLD ON A "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS" AND IS BEING PROVIDED WITHOUT ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY REGARDING THE QUALITY, USEFULNESS, RELIABILITY OF OR PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OF USE. YOU AGREE TO ASSUME THE SOLE RISK ASSOCIATED WITH YOUR USE OF THE SERVICES. WE DO NOT WARRANT THAT THE SERVICES ARE APPROPRIATE OR LEGAL IN YOUR JURISDICTION. WE ARE NOT RESPONSIBLE FOR ANY UNAVAILABILITY, INTERRUPTION OR DELAY OF ANY SERVERS OR WITH TELECOMMUNICATIONS OR THIRD PARTY SERVICES (INCLUDING DNS PROPAGATION) NECESSARY TO HOST OUR WEBSITE AND/OR TO PROVIDE ACCESS TO ANY SERVICES OR MATERIALS MADE AVAILABLE THROUGH OUR WEBSITE, UNDER ANY CIRCUMSTANCES. THE USE OF THE SERVICES AND THE MATERIALS THEREFROM SHALL BE DONE SOLELY AT YOUR OWN DISCRETION AND RISK AND WITH YOUR UNDERSTANDING THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY LOSS OF DATA OR ANY OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. WE SHALL HAVE NO RESPONSIBILITY FOR ANY FAILURE THAT ARISES OUT OF YOUR USE OF THE WEBSITE AND THE SERVICES WITH ANY HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM, INCLUDING WITHOUT LIMITATION ANY FAILURE RELATED TO OR ARISING FROM YOUR INABILITY TO CONNECT TO OR TO ACCESS THE WEBSITE OR SERVICES DUE TO PROBLEMS RELATED TO YOUR PC HARDWARE, SOFTWARE, NETWORK, NETWORK SETUP OR SECURITY, OR YOUR INTERNET SERVICE PROVIDER OR ANY OTHER SIMILAR PROBLEM.
LIMITATION OF LIABILITY
YOU AGREE THAT NEITHER US, OUR OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS, SUCCESSORS AND/OR ASSIGNS (AS APPLICABLE), SHALL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS AND USE OF THE WEBSITE OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR REVENUES, LOST DATA OR LOST GOODWILL OR ANY OTHER DAMAGES. YOU AGREE THAT THE COMPANY'S LIABILITY SHALL IN ALL CASES BE LIMITED TO THE MEMBERSHIP FEES PAID BY YOU FOR THE SERVICES DURING THE TERM IN WHICH ANY SUCH DAMAGE OR LOSS HAS OCCURED. WE SHALL NOT BE LIABLE TO YOU AS STATED HEREIN REGARDLESS OF THE CAUSE OF ANY SUCH DAMAGE OR THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTIOUS CONDUCT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR BY ANY OTHER LEGAL THEORY, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE SAME. ACCORDINGLY, YOU AGREE TO WAIVE YOUR RIGHTS UNDER ANY LAWS THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS, INCLUDING CALIFORNIA CIVIL CODE SECTION 1542 IF YOU ARE A RESIDENT OF THE STATE OF CALIFORNIA, OR ANY OTHER APPLICABLE STATE LAWS.
Exceptions to Disclaimers & Limitations
Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to you. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.
Compliance with Laws
You are solely responsible for compliance with any laws, implementation and usage applicable to your purchase of any the products or services made available through this Website. You agree to comply with all applicable laws and regulations of the United States and the various states. Access and use of this Website from any jurisdictions where the products or services being provided are illegal is strictly prohibited and we shall have no liability to You whatsoever in such case. By purchasing any product from us, You represent that the products ordered will be used only in a lawful manner.
B. Authority. If You are accepting these terms on behalf of another person or a company or other legal entity, You represent and warrant that You have full authority to bind that person, company, or legal entity to these terms and otherwise have authority to enter into this Agreement.
C. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
D. Arbitration. YOU AGREE TO GIVE UP YOUR RIGHTS TO BRING ANY CLAIMS RELATING TO THIS AGREEMENT OTHER THAN TO PROTECT YOUR INTELLECTUAL PROPERTY BEFORE A COURT OF LAW OR OTHER LEGAL TRIBUNAL AND TO RESOLVE ALL DISPUTES OR CLAIMS EXCLUSIVELY BY ARBITRATION. Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, any and all claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and us, our agents, employees, principals, directors, officers, shareholders, members, managers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration pursuant to the then-current rules of the American Arbitration Association ("AAA") and shall be administered by the AAA. Notwithstanding the foregoing, to the extent You have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in state or federal court under the terms of this Agreement.
Any arbitration proceeding shall be brought and heard in MARICOPA County, State of ARIZONA. The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties, except that the arbitrator shall not be authorized to award punitive damages to either You or us. Any judgment may be entered in any court having jurisdiction and the arbitrator may award reasonable costs and fees, including reasonable attorney's fees and all arbitration fees, to the prevailing party, notwithstanding the then current rules of the AAA. YOU AGREE THAT A WRITTEN NOTICE REQUESTING ARBITRATION MUST BE PROVIDED TO US WITHIN ONE (1) YEAR AFTER THE ACTS OR OCCURRENCES SUPPORTING SUCH A CLAIM, WITHOUT TOLLING FOR A FAILURE TO DISCOVER SUCH ACT OR OCCURRENCE. If You do not send a written notice to us within the requisite one (1) year period, that claim (or those claims) shall be waived and released and You shall be forever barred from asserting that claim (or those claims) in the future.
E. Venue & Choice of Law. Any and all claims, demands, controversies or legal proceedings arising out of or related to this Agreement may only be brought exclusively in a state or federal court situated in MARICOPA County, State of ARIZONA, and You hereby give your irrevocable consent to submit to the personal jurisdiction of such court and consent to extra-territorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration under this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the State of ARIZONA, without regard to conflict of laws principles and without regard to any applicable International laws, treaties or regulations.
F. Waiver. The waiver by us of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver of any other or subsequent breach by You.
G. Prior Dealings. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of or interpretation of any provision contained in this Agreement.
H. Assignment. This Agreement inures to the benefit of and is binding upon the parties and their successors and assigns. You may not assign, delegate or otherwise transfer all or any part of your rights or obligations under this Agreement without prior written consent by us. Any such attempted assignment, delegation, or transfer will be null and void.
I. Survival. Any provisions in this Agreement which by their nature extend beyond the termination or expiration of any license to use the Services will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.
J. No Joint Venture or Partnership. Nothing in this Agreement will be construed as creating a joint venture, partnership, agency or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.
K. Force Majeure. We shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed to host this Website or otherwise fulfill our obligations to You under this Agreement.