The Following Terms And Conditions Are Entered Into By Smooth Water Media Llc, A Connecticut Limited Liability Company (“we Or Us”), And Any Individual (“you”) That Uses Our Forum On Www.boatlinks.com (“website”), As May Exist From Time To Time, Either As A General Visitor Or As A Registered User Accessing Our Forum. Access And Use Of Our Forum As A Registered User Is Hereinafter Referred To As The “services”.
You Agree To Be Bound By The Terms And Conditions Contained In This Agreement, Which Governs Your Access And Use Of The Website And Any Applicable Use Of The Services At All Times. By Entering Into This Agreement, You Acknowledge That You Have Read This Agreement In Its Entirety, That You Understand This Agreement And That You Are Entering Into A Legally Binding Agreement With Us. In The Event Of Any Inconsistency Between This Agreement And Our Privacy Policy, The Terms Of This Agreement Shall Supersede And Control.
Modifications
We reserve the right, at any time, to amend the provisions of this Agreement. If you do not accept any amendments, this Agreement will terminate. Please also regularly check this Agreement as posted on this Website to view the then-current terms. Notwithstanding anything in this Agreement to the contrary, if we post amended terms to this Agreement on our Website, such terms will automatically become effective, shall be incorporated into this Agreement immediately upon being posted, and where inconsistent with any other terms and conditions of this Agreement, shall supersede any such conflicting terms or conditions. By accessing and using our Website and the Services after such revised terms are posted and/or after you receive notification from us, You agree to be bound by any such revised terms. You agree to periodically visit our Website to examine the then-current terms and conditions of this Agreement. Your access and use of the Website and the Services will always be subject to the most current versions of these Terms of Service and our Privacy Policy, as well as the Website Terms of Use in effect at the time of such use.
Limited Public Access Rights
You are permitted to access all visible content and features made available to You as a non-registered visitor contained on this Website including any logos, text, graphics, headers, banners, images, coding, tags, videos, audio recordings, podcasts and similar recordings, applications, files or any other separate website element that we may make available to you form time to time (collectively “Materials”).
Registered Users Limited Access Rights
Subject to your registration and Your continued compliance with the terms and conditions of this Agreement, upon Your registration and account creation, You are hereby granted a non-exclusive, non-transferable and revocable right to access and use the Services and all features made available thereunder, from time to time including any materials, features or applications made available to You through Your user profile page in order to use the Services (“Profile), for your use in connection therewith.
You are not authorized to: (i) resell or sublicense, outsource, time-share or rent the Services or any separate component thereof or any Materials; (ii) distribute, transmit, or publish any portions of the Website to the public or download (other than page caching) or modify any portion of the Website in any form, format, or method; (iii) modify, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Services or any portion thereof or any Materials or use unauthorized versions of the Services or any Materials 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 or any Materials 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. You are being granted with rights to access and use the Services and all Materials or limited purposes described herein and no portion of the Services and/or Materials are being sold to You. Except as expressly stated herein, this grant does not convey any other rights in and to the Services or any Materials, express or implied, or ownership of any applicable Materials or any intellectual property rights. All rights not expressly granted herein are reserved by us.
Registration & User Accounts
We require that each user register and create an account in order to utilize the Services and otherwise submit links to our forum. Once You provide the requested information during the registration process, an account will be automatically created. You warrant and represent to us that any information You provide during registration is accurate and current. You will be required to maintain and update the user registration information as required to keep your information complete and accurate at all times. We may, in our discretion, terminate, suspend, or modify your registration with, or access to, all or part of the Website and the Services, without notice, at any time if you have provided untrue, inaccurate or incomplete registration information. You will be required to create a user ID and password to log-in to Your Profile, or log-in using your existing Google and/or Facebook account credentials. You can use this log-in information to access the Services at any time. It is your responsibility at all times to maintain the security and confidentiality of your account information, including your user ID and password information. We are not responsible and shall have no liability to You for any misuse or unauthorized access or use of your account. You agree that You shall be the only user of your account and will not allow others to use your account information to log-in and access this Website other than has may be expressly allowed under your license rights stated in this Agreement. You agree that we may act in reliance, without investigation, upon any of your log-In information.
Your ability to access and use the Services may require the payment of third-party fees and charges (including but not limited to fees and charges such as Internet service provider fees, or fees or taxes imposed on Internet services, including any sales or use taxes, by governmental agencies). You are responsible for paying all such fees, charges and taxes. We are not responsible for any equipment you may need to be able to access or use the Site or the Services.
Third-Party Fees
Your ability to access and use the Services may require the payment of third-party fees and charges (including but not limited to fees and charges such as telephone toll charges, airtime charges or Internet service provider fees, or fees or taxes imposed on Internet services, including any sales or use taxes, by governmental agencies). You are responsible for paying all such fees, charges and taxes. We are not responsible for any equipment you may need to be able to access or use of the Services.
Our Affiliate Compensation
We provide links to third-party websites/sellers including Amazon and other third-party sellers allowing you to purchase other products or services offered by these third-party providers. We are paid affiliate commissions, referral fees, or we may receive other consideration, such as free products, gift cards or rebates any time you purchase any other products or services through this Website. We also receive consideration from such third parties in connection with our endorsement or honest review of any of their goods or services. However, we only endorse products or services that we are actually familiar with, have used or tested and that we genuinely believe are effective and can benefit our users.
Posted Links Content Policy & User Representations
Users are permitted post links (primarily to other interesting websites, such as to articles, videos, etc on the topic of boating), which may be links alone, links plus some additional text, and links with images. Any links You submit must be approved by the site administrator before they become visible on the Website.
The following terms and conditions contain important restrictions, notices and disclaimers that governs your use of the links You submit including any accompanying images, graphics, videos, text, and/or any other written or electronic materials that You submit on our forum in connection with the Services (collectively “Content”), and You agree to comply with such terms and conditions at all times during your use of the Services.
a. Representations. You represent that You are the owner, authorized licensee or authorized user of any Content that is uploaded and used directly by You on our Website. You agree that You will not submit any Content that:
- promotes, solicits, comprises or contains abusive, defamatory, excessively violent, harassing, contains pornography, is threatening or unlawful material or that is harmful to minors; or
- encourages conduct that would violate any law or Content that violates any applicable statute, ordinance, regulation or rule; or
- 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
- 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
- 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;
- 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
- is materially false, misleading or inaccurate.
b. Content Storage. 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. We will not access or view any Content, except as follows: (1) as permitted under this Agreement, including our Privacy Policy; or (2) as necessary to maintain or provide the Website or the Services, including without limitation: (A) to conform to legal requirements or comply with legal process as deemed necessary or advisable by us in good faith; (B) to detect, prevent or otherwise address fraud, security or technical issues; or (C) to enforce this Agreement, including investigation of potential violations hereof as further described in this Policy (Investigations).
c. Irrevocable License to Use Content. Any Content you submit to our Website will be treated as non-confidential and may be 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 You may have, if any, 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, as may be applicable.
d. DMCA and Trademark/Service Mark Policy. We will, in appropriate circumstances as determined in our sole discretion, terminate your rights to submit 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.
e. Content Removal & Termination. If you choose to terminate your access and use of the Services, the terms of this Agreement regarding any Content that You have submitted remain applicable. Content that you have submitted other than Content that has been published, may not be deleted or retired as a result of your termination. Data retained in backups will be removed only as the backups are purged in the normal course of our backup procedures. If we become aware of any actual or possible violations by You of any provision of this Agreement, we reserve the right to investigate such actual or possible violations and we may, at our sole discretion, immediately terminate this Agreement (including your access to the Services), or may remove any Content, in whole or in part, without prior notice to You. If, as a result of any such investigation, we believe that criminal activity has occurred or is occurring, we reserve the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. In connection with any such investigation, we are entitled, except to the extent prohibited by applicable law, to disclose to law enforcement or other government officials, as we in our sole discretion believes to be necessary or appropriate, any information (including without limitation personally identifiable information), about you that is in our possession in connection with your use of the Profile and the Services in general.
We shall not be responsible to You for any Content. We assume no responsibility to investigate or verify that the Content appearing on this Website 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 that is defamatory, libelous or slanderous, contains any omissions, falsehoods or otherwise violates any law or right of some third party.
General Information As-Is
THE INFORMATION AND CONTENT PROVIDED DIRECTLY BY US ON THIS WEBSITE IS 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. Every effort has been made to ensure the completeness and the accuracy of the information contained in this Website. However, We make no guarantees, warranties or representations as to the accuracy of the information contained in this Website or the quality of such information, its usefulness or reliability and We assume no responsibility for any errors, omissions or any inconsistencies. In addition, events or changes occurring after the content contained on this Website was written may render some of the information as obsolete, incomplete or inaccurate. You should not rely on any information contained on this Website, and any such use/reliance shall be done by You at Your sole risk and We shall have no liability to You for such use and reliance.
Injuries Risk Waiver
You agree to participate in any outdoor boating or other recreational activity or event that You learn about or otherwise become engaged in through your use of the Services at your sole risk. We shall have no liability to You and You agree to otherwise release us, our officers, employees, members, agents, successors and/or assigns (“Released Parties”) from any and all liability of whatever kind and nature for any injuries or other adverse health consequences or conditions that You may sustain or suffer in connection with my participation in any recreational activity or event in connection with your use of the Services, in any manner, including, but not limited to, any and all claims for negligence.
External links Disclaimer
This Website contains links to third party websites posted by our users which are not owned or operated by us. This means that we do not endorse the content contained on any website linked to this Website or claim any affiliation or sponsorship with such third party website. By clicking on any external link, You understand you will be leaving this Website and will no longer be viewing any of the Content. We have no control over the content contained in these other websites and have no obligation to review this content or information. If you decide to click on any of the links contained on this Website, You agree that You are doing so do entirely at your own risk. You agree that we are in no way responsible for the availability, reliability or performance of any websites linked to this Website. Additionally, we shall not be held responsible or liable, directly or indirectly, for any claim in connection with your use of such third party websites including, but not limited to, any computer viruses, data loss or any claims relating to any products or services sold on any third party websites.
Our Intellectual Property
You are being granted with rights to access and use the Services and all Materials or limited purposes described herein and no portion of the Services and/or Materials are being sold to You. Except as expressly stated herein, this grant of access rights does not convey any other rights in and to the Services or any Materials contained on this Website, express or implied, or ownership of any intellectual property rights. All rights not expressly granted herein are reserved by us.
a. Copyrights/Software
We shall possess and retain all copyrights to content we have created used in the operation of this Website and the Services. This includes all programs, applications and separate source code, photographs, illustrations, audio files, videos, animations, flash files, text and all other similar Materials which are protected by copyrights held by us. We retain all rights, ownership, title and interest in and to all such property. We may also use content set forth above obtained from third party sources under a use license. All rights to such third party content remains with the owners of such third party content.
b. Trademarks & Service Marks
All logos or any other trademarks, trade names or service marks and/or any other marks or snippets, tags and metatags containing any such trademarks, service marks or trade name posted on this Website, whether marked or unmarked, is owned by us. No trademarks, trade names, service marks, etc., displayed on this Website may be used or displayed/published by You in any manner or through any medium without our prior written consent. We retain all rights, ownership, title and interest in and to all trademarks, trade names or service marks displayed on this Website used to identify the source of our services, whether or not we have registered for or have been granted any such protections under state and/or federal law. Additionally, any use of any metatags or any other tags or text not openly visible on this Website which utilizes our name, trademark, service mark, or uses the name of any product or service offered by us without the our prior written permission is strictly prohibited.
c. Third-party IP Rights
Your use of any third party software or content obtained through the Services does not transfer to you any rights, title or interest in or to the third party software or content. Further, you agree that you shall not use any third party software or content made available to you through the Services except as expressly authorized under the applicable third party provider’s terms of use or license, which are incorporated by reference herein for the benefit of such third party providers. If you do not agree to the third party providers’ terms of use or license agreement, do not download or use the third party software or content.
Termination of Services
We can terminate your use and access of the Services 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 or Services is advisable for security reasons, to protect us from liability, or to maintain the continued normal uninterrupted operation of our Website and/or the Services; or iii) if we determine in our sole judgment that continuing the operation of the Services and/or Website is no longer desirable or in the best interests of the operators of the Website. Once this Agreement is terminated for any reason, your license to use the Services shall terminate and shall otherwise be revoked by us. We will retain any of your personally identifiable 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.
Indemnification by You
You hereby agree to defend, indemnify and hold us, our officers, members, managers, 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; or (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.
Website Down Time Disclaimer
While we strive to keep downtime to a minimum, from time to time the Website and the Portal may be unavailable, whether due to periodic maintenance or otherwise. We shall not be liable to you for any downtime caused by any of the following: (i) periodic maintenance (notice of which will be posted in advance on the Website 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, or (iii) your inability to connect to or to access the Website or the Portal due to problems related to your PC hardware, software, network, network setup or security, or your Internet service provider or any other similar problem.
SERVICES & WEBSITE INFORMATION AS-IS
THE SERVICES AND ALL INFORMATION CONTAINED ON THIS WEBSITE MADE AVAILABLE TO ALL VISITORS ARE BEING MADE AVAILABLE ON A “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND ARE 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 INFORMATION OR 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 COMPUTER, HARDWARE, SOFTWARE, NETWORK, NETWORK SETUP OR SECURITY, OR YOUR INTERNET SERVICE PROVIDER OR ANY OTHER SIMILAR PROBLEM.
LIMITATIONS ON OUR LIABILITY:
a. Third-Party Liability Waiver
we DO NOT ENDORSE OR PROMOTE ANY SPECIFIC PRODUCTS OR SERVICES THAT MAY BE REFERENCED, discussed or otherwise promoted ON THIS WEBSITE. you assume the sole risk of purchasing AN USING any goods or services from ANY THIRD-partY AND You agree that we shall have no liability to you whatsoever of any kind or nature IN CONNECTION WITH your purchase and use OF any THIRD-PARTY products and/or services. You agree to waive any right to assert any claim against us in connection with the foregoing, whether known or unknown and whether or not you have been advised of the same.
IN ADDITION, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PARAGRAPH, WE SHALL HAVE NO liabILITY TO YOU for any kind of damages of whatever kind or nature INCLUDING ANY DIRECT DAMAGES for: (A) ANY INTERRUPTION OR TERMINATION OF YOUR USE OF THE SERVICES FOR ANY REASON WHATSOEVER; OR (B) the collection AND USE of any data that may personally identify you COLLECTED in connection with YOUR USE OF the services BY ANY User OR THIRD PARTY IN CONNECTION WITH VISITING ANY THIRD PARTY WEBSITE THROUGH ANY LINK MADE AVAILABLE TO YOU ON THIS WEBSITE including, without limitation, any personally identifiable DATA that IS sent, received, held, released or otherwise coLLECTED BY ANY User; OR (C) the negligent or willful ACTS OR OMISSIONS BY ANY THIRD-PaRTY INCLUDING OTHER Users in CONNECTION WITH THEIR USE OF THE SERVICES; OR (D) for any bodily injury or harm that may occur at any outdoor recreational ACTIVITY you may engage in through any information contained on this website or otherwise generally by your use of the services. YOU AGREE THAT 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.
b. INDIRECT/CONSEQUENTIAL DAMAGES WAIVER
YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUES, LOST DATA OR LOSS OF GOODWILL, OR FOR ANY OTHER DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THIS WEBSITE IN ANY MANNER WHATSOEVER INCLUDING YOUR USE OR RELIANCE ON ANY OF THE MATERIALS CONTAINED ON THIS WEBSITE. WE SHALL NOT BE LIABLE TO YOU AS STATED HEREIN REGARDLESS OF THE CASUE OF ANY DAMAGE YOU MAY INCUR, INCLUDING ANY DAMAGES NOT FORESEEABLE BY US AND REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR FOR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE SAME.
c. WAIVER ACKNOWLEDGEMENT
YOU ACKNOWLEDGE THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF AND YOUR RIGHTS UNDER ANY LAW THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE $1542.
d. Exceptions to Disclaimers And 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 applicable to your use of the Services. 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 services being provided are illegal is strictly prohibited and we shall have no liability to You whatsoever in such case.
Restricted Access and Use
The Website and the Services may not available in certain countries or to certain persons, the identity and composition of which may change from time to time in the sole discretion of us including, without limitation, in order to comply with current applicable laws and regulations. We reserve the right to deny access to and use of the Site and the Services to any country, jurisdiction, geographic region, or person at any time and for any reason whatsoever, including without limitation to comply with applicable law.
Information Collection Consent/Privacy Policy
WE COLLECT AND STORE CERTAIN INFORMATION SUBMITTED BY OUR USERS IN CONNECTION WITH OUR SERVICES INCLUDING, WITHOUT LIMITATION, PERSONALLY IDENTIFYING INFORMATION (PII) OR OTHER INFORMATION (AS DEFINED IN OUR PRIVACY POLICY) AND INCLUDING CERTAIN AUTOMATIC INFORMATION SUCH AS USER IP ADDRESSES, DEVICE INFORMATION AND/OR WEBSITE USE INFORMATION. PLEASE SEE OUR PRIVACY POLICY FOR MORE DETAILS. We maintain a secure database of all of our users’ personal information. We may use and share your personally identifiable information you submit through your use of the Services with any third parties, as set forth in our Privacy Policy, which may be updated from time to time. This information may include your email address, first and last name, IP address, Website “Use Information,” , etc., that we automatically collect about your use and interaction with our Website and the Services. We may also use cookies as described in our Privacy Policy, for the purpose of managing your access to the Website delivering the Services to You and for other purposes. You acknowledge that you have read the Privacy Policy and that it is a part of this Agreement.
The manner in which we use any PII or any other information that You submit or that we collect automatically through your access and use of the Services shall at all times be consistent with our Privacy Policy. If there is any conflict between the terms of our Privacy Policy and the terms of this Agreement, the terms of this Agreement shall control. Any PII collected by us in connection with this Agreement may be stored and processed in the United States or any other country in which we or our third-party website host and/or database provider(s) maintains facilities. You consent to any such transfer of PII outside of your country of citizenship or residence. Any violation of the terms of this Section will result in immediate termination of your account, which such determination will be made by us at our sole-discretion.
We have no control over, and shall have no liability to You whatsoever for, whether and in what manner any third-party User useS any of your PII (OR NON-PII DATA) COLLECTED BY ANY OF THEM THROUGH YOUR USE OF THE SERVICES, either by itself or in the aggregatE, IN ANY MANNER THAT identifIES you.
Miscellaneous:
a. Entire Agreement. You agree that this Agreement constitutes the complete and exclusive agreement regarding your access to and use of the Services, along with the terms contained in the Website Terms of Use, and supersedes any prior communications, representations or agreements of the parties, weather written or oral. This Agreement cannot be altered, amended, or modified except in writing executed by an authorized representative of each party. Neither electronic mail nor instant or text messaging shall be considered a writing sufficient to change, modify, extend or otherwise affect the terms of this agreement.
b. Authority. If You are accepting these terms on behalf of another person or a legal entity including your business, 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 AND/OR YOUR USE OF THIS WEBSITE AND/OR THE SERVICES 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 exclusively in Fairfield County, State of Connecticut, USA. 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 and/or your use of this Website and/or the Services may only be brought exclusively in a federal or state court situated in Fairfield County, Connecticut, USA, and You hereby expressly agree 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 of allowing access to and use of this Website by You. This Agreement shall be construed and enforced in accordance with the laws of the state of Connecticut, USA, without regard to any applicable 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 shall inure to the benefit of and shall be binding upon the successors and/or assigns of Arachnid. You may not assign, delegate or otherwise transfer Your account or all or any part of Your rights or obligations under this Agreement without the prior written consent of Arachnid.
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. 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.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS THIS WEBSITE OR OTHERWISE USE THE SERVICES AS A REGISTERED USER.